TCR_Public/080710.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 10, 2008, Vol. 12, No. 163           

                             Headlines

ABROCK LLC: Ambit's Foreclosure Suit Threatens Huachuca Project
ACUSPHERE INC: Amends Supply Pact to Get $750,000 from Nycomed
ADELPHIA COMMS: Court Approves ART's Amended Trust Declaration
ADELPHIA COMMS: Claims Objection Deadline Extended to September 12
ADELPHIA COMMS: Victims May Recover Up to $700MM Forfeited Funds

AMBAC FINANCIAL: In Talks with OCI on Unit's $850MM Capitalization
ARIES MARITIME: PricewaterhouseCoopers Raises Going Concern Doubt
ASARCO LLC: To Appeal Asset Sale Procedures Approval
ASARCO LLC: Alta Mining, et al. Tap Baker Botts as Bankr. Counsel
ASARCO LLC: FCR Urges Court to Continue Estimating Asbestos Claims

ASARCO LLC: Wants Pact With Oklahoma Toxic Tort Claimants Approved
BANK OF AMERICA: Still to Decide on $40BB of Countrywide Debt
BANK OF AMERICA: Will Rework $40 Billion in Mortgage Loans
BEAR STEARNS: Fund Liquidators Amend Bear Suit, Seek $1.5 Billion
BEAR STEARNS: Will Not Pursue Further Chapter 15 Appeal

BEAR STEARNS: S&P Puts Default Rating on S. 2005-2 Class M-7 Certs
BLUE BELL: Moody's Replaces Ratings on Notes, Junks Class B Rating
BLUE SKY: Gets Court Approval to Employ D.R. Kight Jr. as Counsel
BLUE WATER: Agrees to Sell Assets to Flex-N-Gate for $22.3MM
BLUE WATER: GM Wants Court to Allow Set-Off & Recoupment Claims

BROOKLYN NAVY: S&P Cuts Rating of $307MM Bonds to BB+ from BBB-
BRUNSWICK CORP: S&P Chips Ratings to BB+ and Removes Neg. Watch
CANFIELD HOUSTON: Westbrae Collateral Set for Auction July 18
CARMEL NAVARRO: Voluntary Chapter 11 Case Summary
CF HOUSTON: Westbrae Collateral Set for Auction July 18

CHARMING SHOPPES: Shareholders Elect All Directors, Approve Plans
CHARMING SHOPPES: Mr. Bern Resigns; Board Chair Named Interim CEO
CHEMTURA CORP: S&P Puts Rating on Neg. Watch After Sale Talks End
COMMUNICATIONS & POWER: S&P Holds Rating. Changes Outlook to Pos.
COUNTRYWIDE FINANCIAL: BofA Still to Decide on $40BB Assumed Debt

COUNTRYWIDE FINANCIAL: BofA to Rework $40 Bil. in Mortgage Loans
CPI INTERNATIONAL: S&P Holds 'B+' Rating, Revises Outlook to Pos.
CURRY FLOUR: Case Summary & 12 Largest Unsecured Creditors
CYBER DIGITAL: Blanchfield Kober Expresses Going Concern Doubt
DIABLO GRANDE: Hearing on $25 Million Sale Scheduled Today

DISTRIBUTION FINANCIAL: S&P Cuts Rating on Class D Notes to B-
DUNE ENERGY: To Sell Barnett Shale Properties for $41.5 Million
ELECTRO-CHEMICAL: O'Shaughnessy's $5MM Bid Wins Patent Auction
ELITE PHARMA: Miller Ellin Expresses Going Concern Doubt
ELROY PROSCH: Voluntary Chapter 11 Case Summary

ESTATE FINANCIAL: Names M.F. Reiss as CEO After Execs Left Posts
FLIGHT SAFETY: Appealing AMEX' Determination to Delist Securities
FRONTIER AIRLINES: Wants Lease Decision Period Extended to Nov. 6
FRONTIER AIRLINES: Wants Plan Filing Date Extended to Feb. 2009
GALAXY NUTRITIONAL: Cross Fernandez Expresses Going Concern Doubt

GINN-LA CS BORROWER: Moody's Junks CFR on Loan Payment Default
GMAC COMMERCIAL: Fitch Lowers Rating on $25.3MM Loan to 'CC/DR3'
GOODY'S FAMILY: Taps Skadded Arps as Bankruptcy Counsel
GREYSTONE ON: Wants to Employ Foley et al. as Bankuptcy Counsels
HAMILTON HOLDINGS: Settles Feud with City Over Hotel Room Offering

HILEX POLY: Emerges from Pre-Packaged Chapter 11 Restructuring
HOME INTERIORS: Gets Final Okay to Use NexBank's Cash Collateral
HOME INTERIORS: Hunton & Williams Approved as Bankruptcy Counsel
IMMUNICON CORP: Creditors Committee Taps Schulte Rote as Counsel
IMMUNICON CORP: 341(a) Creditors Meeting Set for July 17

IMMUNICON CORP: U.S. Trustee Names 3-Member Creditors Panel
IPTIMIZE INC: Stark Winter Schenkein Expresses Going Concern Doubt
JOHANNA KILA: Case Summary & Three Largest Unsecured Creditors
JOHN GREANEY JR: Case Summary & 15 Largest Unsecured Creditors
KARAT PLATINUM: JH Cohn Expresses Going Concern Doubt

KEYSTONE AUTOMOTIVE: S&P Revises Outlook to Negative from Stable
KIMBALL HILL: Panel Can Hire Garden City as Information Agent
KIMBALL HILL: Wants to Employ Neal Gerber as Bankruptcy Counsel
LB-UBS COMMERCIAL: S&P Junks Ratings on Four Certificate Classes
LEAP WIRELESS: Has Vulnerable Business Profile, S&P Says

LEVCOR INT'l: March 31 Balance Sheet Upside-Down by $7,944,000
LEVI STRAUSS: May 25 Balance Sheet Upside-Down by $387.1 Million
MACTEC INC: Moody's Affirms Ratings, Changes Outlook to Negative
MASTR SPECIALIZED: Fitch Affirms 'BB+' Rating on Class B-2 Certs.
MEADOW VIEW: Case Summary & 20 Largest Unsecured Creditors

MEMPHIS HEALTH: Moody's Cuts Rating of $7.5MM Revenue Bonds to Ca
MESA AIR: District Judge Articulates Injunction in Delta Air Suit
METROLOGIC INSTRUMENTS: Acquisition Cues Moody's to Remove Ratings
METROPCS COMMUNICATIONS: Faces Substantial Business Risk, S&P Says
MICHAEL VICK: Files Chapter 11 Petition While in Federal Prison

MRS FIELDS: Plan to Restructure $195MM Debt Stalled
MUHLENBERG HOSPITAL: Losses Could Cue Closure by Year-End
NATIONSLINK FUNDING: Fitch Affirms 'BB' Rating on $6.6MM Certs.
NBTY INC: S&P Holds 'BB' Credit Rating on Solid Credit Protection
NEW LIFE CHRISTIAN: Voluntary Chapter 11 Case Summary

NFG INTERNATIONAL: Case Summary & Seven Unsecured Creditors
NICE ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
NORTH BAY GENERAL: Case Summary & 11 Largest Unsecured Creditors
NORTHEAST BIOFUELS: S&P Keeps $140MM 'B' Loan Rating on Neg. Watch
OFFICE DEPOT: Projected Sales Decline Cues S&P's Neg. Watch

ONE EQUITY: Voluntary Chapter 11 Case Summary
PANACEA PARTNERS: Files for Chapter 11 Protection in Illinois
PANACEA PARTNERS: Voluntary Chapter 11 Case Summary
PARE-1 LLC: Voluntary Chapter 11 Case Summary
PAUL DUBIA: Voluntary Chapter 11 Case Summary

PENN NATIONAL: S&P Cuts Credit Facilities Rating to BB+ from BBB-
PRESIDENTIAL LIFE: Moody's Hikes Debt Rating to B1; Outlook Pos.
PUTNAM STRUCTURED: Moody's Replaces and Affirms Ratings on Notes
SALEM PLAZA: Case Summary & Two Largest Unsecured Creditors
SALS 2007: Moody's Cuts Rating of $20MM Notes Due 2017

SALS B-2005: Moody's Junks Rating on Floating Rate Notes Due 2012
SHANGHAI CENTURY: Shareholders Okay Borrelli Walsh as Liquidators
SIMPLON BALLPARK: Wants to File Chapter 11 Plan Until August 18
SIMPLON BALL: Unsec. Creditors to Get $2.4MM Under Proposed Loan
SOUTHAVEN POWERS: Court Sets July 22 as Plan Objection Deadline

SSG LLC: Chapter 11 Case Converted to Chapter 7 Liquidation
STEVE & BARRY'S: Files for Chapter 11 Bankruptcy in Manhattan
STEVE & BARRY'S: Case Summary & 30 Largest Unsecured Creditors
ST. PAUL: Case Summary & 15 Largest Unsecured Creditors
TIM JACOBI: Voluntary Chapter 11 Case Summary

TRIBUNE CO: Lenders Under $8.9BB Loan Sell Stake at 74% of Face
U.S. JETS: Case Summary & Five Largest Unsecured Creditors
VESTA INSURANCE: Settles Unresolved Portion of $140MM Claim
VESTA INSURANCE: Gains Plan Trustee Objects to $3.34MM Claim
VESTA INSURANCE: Gaines Plan Trustee Wants Debt Turned into Equity

WCI COMMUNITIES: Commences Offer to Exchange $125MM of 4% Notes
WILSONS LEATHER: Sells Outlet and E-Commerce Assets for $22MM    
YOUNG BROADCASTING: March 31 Balance Sheet Upside-Down by $233MM
YOUNG BROADCASTING: GAMCO Asset Discloses 9.73% Equity Stake

* Fitch: Telecoms' Fin'l Flexibility Still Solid Despite Weakness
* Fitch: Tex. Electricity Market Credit Holds Despite Price Hike
* Fitch: High Gas Prices Affect Recovery Values of SUVs & Trucks
* S&P: Tumbling Stock Market Continues to Stress Retail Spending
* S&P Says Rapid Fuel Cost Hike Takes a Toll on Trucking Industry

* S&P Says ABCP Paper Market Serves Vital Function in Global Econ.
* Moody's: Global Speculative-Grade Default Rate Up to 2.0%

* Obama Talks of Bankruptcy Reforms Affecting Military Kin, Elders

* Huron Consulting Buys Assets of Stockamp & Associates for $219MM
* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ABROCK LLC: Ambit's Foreclosure Suit Threatens Huachuca Project
---------------------------------------------------------------
The plan of Michael Combs and Mark Johnson to build a housing
community at a 530-acre Campstone property in Huachuca City,
Arizona may not push through, Christie Smythe writes for The
Arizona Star.  Mr. Combs filed chapter 11 petitions on behalf of
their development companies, including Abrock LLC, a week ago in
order to buy time to negotiate with its lender, Ambit Funding, or
to find new financing.

The project's site is close to the Fort Huachuca airport and is
surrounded by mountains with minimal population, The Arizona Star
relates.  Messrs. Combs and Johnson plan to build 1,400 homes that
would reportedly double the city's population without damaging the
natural beauty of the area, The Arizona Star says.

However, the developers' plan is threatened by a foreclosure suit
filed by Ambit, The Arizona Star reports.  Messrs. Combs and
Johnson said they asked Ambit for an extension but failed, The
Arizona Star continues.  The developers said that they think the
lender wants the land more than a loan repayment, The Arizona Star
writes.

Ambit counsel, Thomas Daniels, Esq., however, denied the
developers' allegations, saying that his client wants them to
succeed, The Arizona Star relates.

The developers owe Ambit $11 million and also owe about $3 million
to $4 million from their family members and friends, The Arizona
Star quotes Debtors' counsel, Eric Slocum Sparks, Esq., as
stating.

Mr. Sparks referred the developers to Jack Neubeck, a consultant
at The Planning Center because he is impressed with the project,
The Arizona Star reports.  Mr. Sparks hopes that Mr. Neubeck might
help the developers realize their plan.

Mr. Neubeck told The Arizona Star that he is "hopeful [the
developers] can pull [the project] off."  The consultant said that
he is pleased with the project but commented that it's a bad
timing, The Arizona Star says.

David Perry, a Huachuca City councilman stated that in the long-
term, the project "will be extremely beneficial" for the city, The
Arizona Star notes.  Mayor George Nerhan, however, appeared
doubtful, pointing to the slump in the housing market, The Arizona
Star says.

                         About Abrock LLC

Michael Combs, 44, lives in Sierra Vista since 1996 and used to
sell mobile homes.  Mark Johnson, an engineer, met Mr. Combs in  
Sierra Vista and became interested in environmental building
projects.

Tucson, Arizona-based Abrock LLC and its affiliates are site
developers.  The companies are owned by Michael G. Combs and Mark
Johnson.  Mr. Combs filed chapter 11 petitions on behalf of Abrock
and three other affiliates on June 23, 2008 (Bankr. D. Ariz. Lead
Case No. 08-07519).  The three affiliates are Big Sky One, LLC
(08-07518), Campstone Two, LLC (08-07521), and MCCP, LLC (08-
07524).  Judge Eileen W. Hollowell presides over the case.  Eric
Slocum Sparks, Esq., represents the Debtors in their restructuring
efforts.  Abrock listed total assets of $25,000,400 and total
debts of $12,530,088 when it filed for bankruptcy.


ACUSPHERE INC: Amends Supply Pact to Get $750,000 from Nycomed
--------------------------------------------------------------
Acusphere, Inc. executed a third amendment to a Collaboration,
License and Supply Agreement, dated July 6, 2004, with Nycomed
Danmark APS, as amended, for the European development and
marketing rights to Acusphere's product candidate AI-700 or
Imagify(TM).  

Pursuant to the Amendment, Nycomed will reimburse Acusphere for
expenses arising from and after June 1, 2008, and related to
Acusphere's qualification of its commercial manufacturing facility
in Tewksbury, Massachusetts.  Such amounts will not, in the
aggregate, exceed $750,000 and are payable by Nycomed upon receipt
of monthly invoices.

The Amendment further provides that $750,000 will be credited
against Nycomed's initial purchases of the product so that Nycomed
will only pay for products delivered after such $750,000 has been
fully credited.

Based in Watertown, Massachussets, Acusphere, Inc. (NasdaqGM:ACUS)
-- http://www.acusphere.com/-- a specialty pharmaceutical   
company, develops new drugs and formulations of existing drugs
using its proprietary porous microparticle technology in the
United States.  Its porous microparticle technology enables to
control the size and porosity of particles, including
nanoparticles and microparticles.  The company develops products
in the areas of cardiology, oncology, and asthma.  Its lead
product candidate Imagify, a cardiovascular drug, is in Phase 3
clinical development for the detection of coronary artery disease.  
The company's products also include AI-850, a Phase 1 clinical
trial completed product candidate that utilizes hydrophobic drug
delivery system to improve the dissolution rate of a cancer drug;
AI-128, a Phase 1 clinical study completed formulation of asthma
drug.  Acusphere was founded in 1993.

                           *     *     *

Deloitte & Touche LLP in Boston raised substantial doubt about the
ability of Acusphere, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's recurring
losses from operations, negative cash flows from operations, and
the projected funding needed to sustain its operations.


ADELPHIA COMMS: Court Approves ART's Amended Trust Declaration
--------------------------------------------------------------
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York approved, and authorized the
implementation of Adelphia Recovery Trust's Second Amendment and
Restated Declaration of Trust.  The ART Trustees are authorized to
treat ART Distributions as first allocated to the payment of the
Deficiency before payment of dividends.

As reported in the Troubled Company Reporter on May 19, 2008, the
Trust asked permission from the Court to approve:

   a) an amendment to a trust declaration, the document that
      together with the confirmed Plan of Reorganization for the
      Debtors governs the ART, for the purpose of ensuring that
      the ART is accorded pass-through treatment for income tax
      purposes; and

   b) the allocation of distributions from the ART to
      "deficiency" amounts with respect to a given class of
      Trust Interests before paying accrued dividends.

Pursuant to the Plan and Confirmation Order, the ART was created
for the purpose of liquidating the transferred causes of action
for the benefit of holders of interests in the ART.  Certain
classes of creditors and the United States government, on behalf
of the Restitution Fund, in exchange for their interests in the
causes of action, received various series of trusts interests as
part of the recoveries under the Plan.  

In June 2007, in response to the ART's behest, the IRS agreed
that it would recognize ART as a pass-through entity if the Trust
Declaration were amended to eliminate the possibility that the
ART Trustees would seek to list the Trust Interests on national
exchange or actively engage in other "market-making" activities.

Upon further review, the ART Trustees concluded that they should
certainty regarding the pass-through tax treatment of the ART.  
They also noted that holder of Trust Interests will benefit from
the cost savings resulting from those interests not being listed
on an exchange.  Thus, the Trustees unanimously voted in favor of
amending the Trust Declaration to conform to the IRS' comments.  

Accordingly, after reviewing the second amended trust declaration
and further discussions with tax counsel to the ART Trustees, the
IRS issued its ruling in December 2007 that the ART would be
recognized as a pass-through liquidating or grantor trust.

A full-text copy of the ART's Second Amended and Restated
Declaration is available for free at:

              http://researcharchives.com/t/s?2c10

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.  (Adelphia Bankruptcy
News, Issue No. 188; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Claims Objection Deadline Extended to September 12
------------------------------------------------------------------
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York extended through and including
Sept. 12, 2008, the time by which Plan Administrator Quest
Turnaround Advisors LLC, may object to prepetition claims, equity
interests, and administrative claims pursuant to the Adelphia
Communications Corp.'s First Modified Fifth Amended Joint Plan of
Reorganization and the Century-TCI Debtors and Parnassos Debtors'
Third Modified Fourth Amended Joint Plan of Reorganization.

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.  (Adelphia Bankruptcy
News, Issue No. 188; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Victims May Recover Up to $700MM Forfeited Funds
----------------------------------------------------------------
Michael J. Garcia, Esq., U.S. Attorney for the Southern
District of New York, notifies the victims of securities fraud at
Adelphia Communications Corporation that they may ask the Attorney
General for a recovery of a portion of their financial losses
incurred as a direct result of the fraud.

John Rigas and Timothy Rigas were convicted in a Manhattan federal
court of conspiracy to commit securities fraud and other offenses
in connection with their management and control of Adelphia.

The investigation and prosecution of the Adelphia fraud by the
Department of Justice resulted in criminal forfeiture to the
United States of more than $700,000,000.  That money will be
distributed to the victims of the fraud pursuant to the Attorney
General's discretionary authority to restore forfeited property
to victims, Mr. Garcia notes.

The U.S Securities and Exchange Commission, according to Mr.
Garcia, will also be seeking authority from the U.S District
Court overseeing its civil enforcement actions arising out of the
Adelphia fraud, to combine the funds it has recovered in those
actions with the funds forfeited by the Department of Justice for
distribution to the Adelphia victims.  

On behalf of the DOJ, the Adelphia Victim Fund is managing the
process of notifying victims, processing petitions, verifying
losses and recommending a distribution of available funds to the
Attorney General.  The decision as to which victims will receive
funds and in what amounts is within the discretion of the
Attorney General.

Potential victims and other interested persons may obtain
petition forms, preparation and filing instructions, a copy of
the applicable DOJ regulations and other information by calling
the AVF hotline at 1-866-446-4884 or by logging onto the AVF Web
site, http://www.AdelphiaFund.com/where the petition packet is  
available in a downloadable form.

Potential petitioners are encouraged to contact the AVF and
complete their Petition Form no later than July 16, 2008.

This proceeding is independent of the Adelphia Class Action, Mr.
Garcia clarifies.

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.  (Adelphia Bankruptcy
News, Issue No. 188; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMBAC FINANCIAL: In Talks with OCI on Unit's $850MM Capitalization
------------------------------------------------------------------
Ambac Financial Group Inc. had positive discussions with the
Office of the Commissioner of Insurance for the State of Wisconsin
regarding a plan to capitalize its Connie Lee subsidiary with an
$850 million contribution of capital from Ambac Assurance
Corporation.

Ambac intends to seek formal approval from the OCI for the
capitalization of Connie Lee, and believes that it will obtain
OCI's approval of the plan.  A contribution of capital of $850
million to Connie Lee would bring Connie Lee's total capital to
slightly over $1.0 billion.  The new capital will support the
claims paying resources for Connie Lee's financial guarantee
business, which will focus solely on U.S. public finance and
global infrastructure transactions.  Ambac has been in
communication with Moody's and Standard & Poor's in pursuit of
Aaa/AAA ratings for Connie Lee.

"Connie Lee is a licensed financial guarantee company, with access
to more than 37 years of industry-leading experience in the
municipal bond guarantee industry and as such, we expect that it
will be received favorably by the market as it will provide much
needed capacity and execution capability," Ambac President and
Chief Executive Officer, Michael Callen, stated.  "I am confident
that the management team of Connie Lee, which will be primarily
assembled from within AAC's Public Finance division, will have a
level of experience unrivaled in the industry."

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.


ARIES MARITIME: PricewaterhouseCoopers Raises Going Concern Doubt
-----------------------------------------------------------------
PricewaterhouseCoopers S.A. in Athens, Greece, expressed
substantial doubt about the ability of Aries Maritime Transport
Limited to continue as a going concern after it audited the
company and its subsidiaries’ financial statements for the year
ended Dec. 31, 2007.  The auditing firm reported that the company
has incurred a net loss, has a net working capital deficit and has
not met certain of its financial covenants of debt agreements with
lenders.

                        Indebtedness

The company had short-term debt outstanding of $284.8 million at
Dec. 31, 2007, compared to long-term debt outstanding of $284.8
million at Dec. 31, 2006, and $183.8 million at Dec. 31, 2005.  
The company is obligated under the interest coverage ratio
covenant relaxation granted by the company’s lenders in March
2008, which was extended in June 2008, to reduce the outstanding
borrowings under the credit facility from the level of $284.8
million to $200 million, funded by entering into contracts for the
sale of additional vessels by Aug. 31, 2008.  In June 2008, the
company completed the sale of three vessels, which reduced the
company’s outstanding borrowings to $223.7 million, and expects to
enter into contracts for the sale of one or more vessels by Aug.
31, 2008, and to be in compliance with the its obligation to
reduce its outstanding borrowings to $200 million.

As of Dec. 31, 2007, borrowings under the company’s fully
revolving credit facility bore an annual interest rate, including
the margin, of 6.96%.

The company entered into a $360 million fully revolving credit
facility in April 2006, with Bank of Scotland and Nordea Bank
Finland as lead arrangers.  The company used the fully revolving
credit facility to refinance the company’s old $140 million drawn
term loan; refinance the company’s old revolving acquisition
facility, which was drawn to the extent of $43.8 million at Dec.
31, 2005, and which was further drawn in February 2006 in the
amount of $50.5 million to complete the purchase of the vessel
Stena Compassion; and to complete the purchase of the Stena
Compassion.  The fully revolving credit facility has a five-year
term and is subject to fixed reductions during the five years.

The fully revolving credit facility may also be used to the extent
of $5.0 million for general corporate purposes.  As of Dec. 31,
2007, this amount remains undrawn.

Under the original terms of the fully revolving credit facility,
for the first thirty months of the facility, if the total amount
borrowed under the facility exceeds 65% of the fair market value
of the collateral vessels, the company will be unable to borrow
further amounts under the facility until the company either prepay
some of the debt or the fair market value of the collateral
vessels increases.  The company will be able to borrow further
amounts under the facility again once the total amount borrowed
under the facilities no longer exceeds 65% of the fair market
value of the collateral vessels.  For the second thirty months of
the fully revolving credit facility, if the total amount borrowed
under the facility exceeds 60% of the fair market value of the
collateral vessels, the company will be unable to borrow further
amounts under the facility until the company either prepay some of
the debt or the fair market value of the collateral vessels
increases.  The company will be able to borrow further amounts
under the facility again once the total amount borrowed under the
facilities no longer exceeds 60% of the fair market value of the
collateral vessels.  If a vessel becomes a total loss or is sold,
no further amounts may be borrowed under this agreement, except
for advances for additional ships already approved by the lenders,
until the company have applied the full sale or insurance proceeds
in repayment of the facility, unless the lenders otherwise agree.

The company’s obligations under the fully revolving credit
facility are secured by a first-priority security interest,
subject to permitted liens, in all vessels in the company’s fleet
and any other vessels the company subsequently acquire.  In
addition, the lenders will have a first-priority security interest
in all earnings from and insurances on the company’s vessels, all
existing and future charters relating to the company’s vessels,
the company’s ship management agreements and all equity interests
in the company’s subsidiaries.  The company’s obligations under
the fully revolving credit facility agreement are also guaranteed
by all subsidiaries that have an ownership interest in any of the
company’s vessels.

The $327 million remaining commitment as of Dec. 31, 2007,
contained in the credit agreement was subject to six scheduled
semi-annual reductions of $11 million each, from April 2008, with
the residual commitment of $261 million to be reduced to zero or
repaid in full in one installment in April 2011.  In March 2008,
the commitment was reduced to $290 million and is subject to the
remaining five semi-annual reductions of $11 million each and
therefore the residual commitment was reduced to $235 million.

Indebtedness under the fully revolving credit facility bears
interest at an annual rate equal to LIBOR plus a margin equal to
1.125% if the company’s total liabilities divided by the company’s
total assets, adjusting the book value of the company’s fleet to
its market value, is less than 50%; 1.25% if the company’s total
liabilities divided by the company’s total assets, adjusting the
book value of the company’s fleet to its market value, is equal to
or greater than 50% but less than 60%; 1.375% if the company’s
total liabilities divided by the company’s total assets, adjusting
the book value of the company’s fleet to its market value, is
equal to or greater than 60% but less than 65%; and 1.5% if the
company’s total liabilities divided by the company’s total assets,
adjusting the book value of the company’s fleet to its market
value, is equal to or greater than 65%.  The interest rate on
overdue sums will be equal to the applicable rate plus 2%.

The company paid a one-time arrangement fee of about $2.3 million
at the initial drawdown of the facility together with the first
year’s agency fee of $50,000, and pay, quarterly in arrears, a
commitment fee equal to 0.5% per annum of the unused commitment of
each lender under the facility.  The company may prepay all loans
under the credit agreement without premium or penalty other than
customary LIBOR breakage costs.  In April 2008, the company paid a
one-time fee of $362,500 for an amendment to the credit agreement.

In the event that such disposal of vessels is not completed by
August 31, 2008, the lenders may extend the compliance date to
September 30, 2008 subject to legally binding sale contract(s)
having been executed by August 31, 2008.  The company has entered
into agreements to sell three of its vessels for net proceeds of
$61.04 million.  As of June 25, 2008, the company has $223.71
million of outstanding borrowings under the fully revolving credit
facility.

On April 17, 2008, the lenders approved an amendment to the
working capital ratio financial covenant to exclude from its
calculation voluntary and mandatory prepayments.    

                      Subsequent Events

Ship Management Agreements

On January 9, 2008, the company’s subsidiary the vessel-owning
company of the M/V Saronikos Bridge entered into an annual ship
management agreement with Barber Ship Management Singapore Pte
Ltd,, which is cancellable by either party with two months’
notice.

On January 23, 2008, the company’s subsidiary the vessel-owning
company of the M/V CMA CGM Seine entered into an annual ship
management agreement with Barber, which is cancellable by either
party with two months’ notice.

Sale of Vessels

On March 3, 2008, the company announced that it reached an
agreement to sell the vessel Arius to an unrelated party for net
proceeds of $21.8 million.  The vessel was delivered to their new
owners on June 10, 2008, and the company realized a gain of $10.1
million. The company paid 1% of the purchase price as sales
commission to Magnus Carriers.

On March 25, 2008, the company announced that it reached an
agreement to sell both the MSC Oslo and its sister ship, the
Energy 1, to an unrelated party for net proceeds totaling about
$40 million.  The vessels were delivered to their new owners on
April 30, 2008, and June 2, 2008, respectively, and the company
realized a gain of $5.3 million.  The company paid 1% of the
purchase price as sales commission to Magnus Carriers.

CFO Resignation

In March 2008, the company announced the resignation of Richard
J.H. Coxall from his position as chief financial officer and
director.  In June 2008, the company announced the appointment of
Ioannis Makris as the company’s chief financial officer.

Credit Facility

In March 2008, the company received consent from the its lenders
to a further relaxation of the interest rate coverage ratio under
the company’s fully revolving credit facility that imposes
additional restrictions.  On April 17, 2008, the lenders approved
an amendment to the working capital ratio financial covenant to
exclude from its calculation voluntary and mandatory prepayments.

Interest Rate Hedge and Restricted Stock

In April 2008, the Company cancelled two existing swap agreements
and entered into two new swap agreements.  On April 11, 2008, the
board of directors of the company resolved to accelerate the
vesting of the 100,000 shares unvested as of Dec. 31, 2007, of
200,000 restricted shares awarded during 2007 under grants of
restricted stock to the company’s directors.  All shares that had
not vested became vested on April 11, 2008.

                         Financials

The company posted a net loss of $8,733,000 on revenues from
voyages of $99,423,000 for the year ended Dec. 31, 2007, as
compared with a net income of $2,199,000 on revenues from voyages
of $94,199000 in the prior year.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$425,491,000 in total assets, $318,372,000 in total liabilities,
and $132,588,000 in total stockholders' equity.  

The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $22,430,000 in total current assets
available to pay $29,622,000 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2f0d

                   About Aries Maritime

Aries Maritime Transport Limited (NasdaqGS: RAMS), --
http://www.ariesmaritime.com-- through its subsidiaries, operates  
as a shipping company that owns and charters ocean-going vessels
worldwide. It owns products tankers and container vessels that
transport various refined petroleum products in segregated and
coated cargo tanks. The company transports cargoes, including
gasoline, jet fuel, kerosene, naphtha, heating oil, and edible
oils, as well as finished and semi-finished goods from
manufacturing centers to industrial and consumer end-users. The
company was incorporated in 2005 and is based in Athens, Greece.
Aries Maritime Transport Limited is a subsidiary of Aries Energy
Corporation.


ASARCO LLC: To Appeal Asset Sale Procedures Approval
----------------------------------------------------
Asarco Incorporated will take an appeal to the U.S. District Court
for the Southern District of Texas from the order issued by the
Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas approving bidding procedures governing
the auction of substantially all of ASARCO LLC and its debtor-
affiliates' assets to Sterlite Industries Ltd., or to any entity
who'll submit a better or higher bid.

Asarco Inc. objected to Sterlite's bid arguing that it can top
Sterlite's bid by funding a plan of reorganization for the
Debtors with $2,700,000,000 in cash or cash equivalents.

Sterlite has offered $2,600,000,000 for the Debtors' assets.

According to Luc A. Despins, Esq., at Milbank, Tweed, Hadley &
McCloy, LLP, in New York, the aggregate value of Asarco Inc.'s
Full-Payment Plan is as much as $6,740,000,000.

As reported by the Troubled Company Reporter on June 17, 2008,
Harbinger Capital Partners Master Fund I, Ltd., and Harbinger
Capital Partners Special Situations Fund, L.P., have said
Sterlite's $2,600,000,000 bid is not the "best" bid for the assets
of ASARCO LLC and its debtor-affiliates.

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/        
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors have until Aug. 1, 2008 to file a Chapter 11 plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 76; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ASARCO LLC: Alta Mining, et al. Tap Baker Botts as Bankr. Counsel
-----------------------------------------------------------------
In April 2008, six of ASARCO LLC's affiliates -- Alta Mining and
Development Company, Blackhawk Mining Development Company,
Limited, Green Hill Cleveland Mining Company, Tulipan Company,
Inc., Peru Mining Exploration and Development Company and Wyoming
Mining and Milling Company -- filed voluntary petitions under
Chapter 11.  

In relation to the bankruptcy filing, Alta Mining, et al., seek
permission from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Baker Botts LLP, as their bankruptcy
counsel, nunc pro tunc to April 21, 2008.

As the Subsidiary Debtors' counsel, Baker Botts will:

   (1) assist the Subsidiary Debtors in exploring restructuring
       alternatives and developing and implementing a
       reorganization strategy;

   (2) develop, negotiate, and promulgate a Chapter 11 plan of
       reorganization for the Subsidiary Debtors and prepare a
       disclosure statement strategy;

   (3) advise the Subsidiary Debtors with respect to their rights
       and obligations as debtors-in-possession and other areas
       of bankruptcy law;

   (4) prepare, on behalf of the Subsidiary Debtors, all
       necessary applications, motions, answers, orders, briefs,
       reports and other papers in connection with the
       administration of their estates; and

   (4) represent the Subsidiary Debtors at all hearing and
       proceedings.

Douglas E. McAllister, ASARCO's president, says that the
Subsidiary Debtors are historical non-operating entities with no
assets except for immaterial real estate interests in Idaho and
Utah.  ASARCO will pay for Baker Botts' services.  

Baker Botts will be paid according to its current standard hourly
rates of:

      Professional           Hourly Rates
      ------------           ------------
      Partner                $435 to $775
      Counsel                $425 to $475
      Associate              $230 to $425
      Paralegal              $150 to $215
      Clerk                   $50 to $115

Baker Botts will also be reimbursed for any necessary and
reasonable out-of-pocket expenses.  

Jack L. Kinzie, a partner at Baker Botts L.L.P., in Dallas,
Texas, assures the Court that his firm does not represent any
interest adverse to the Debtors or their estates, and that his
firm is "disinterested person" as the term is defined in Section
101(14) of the U.S. Bankruptcy Code.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/        
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

ASARCO and its debtor-affiliates have until Aug. 1, 2008 to file a
plan of reorganization.  (ASARCO Bankruptcy News, Issue No. 76;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: FCR Urges Court to Continue Estimating Asbestos Claims
------------------------------------------------------------------
The Official Committee of Unsecured Creditors for the ASARCO LLC
Asbestos Subsidiary Debtors and Robert C. Pate, the Future Claims
Representative, filed supplemental briefs to their responses to
Asarco Incorporated's individual objections to asbestos claims.

The FCR maintains that the U.S. Bankruptcy Court for the Southern
District of Texas does not have jurisdiction to the asbestos
claims.  The FCR further maintains that the Court should proceed
with the established course of estimating the asbestos claims for
purposes of plan confirmation.  The FCR notes that the Bankruptcy
Court has held that summarily disposing of a claim related to a
personal injury violates the Section 157(b0(2) of the Federal
Rules of Judicial Procedure as it is tantamount to liquidating the
claim to zero for purposes of distribution.

The Asbestos Committee maintains that the Bankruptcy Court should
dismiss Asarco Inc.'s claims objections, stay the claims
objections, or indefinitely prohibit Asarco Inc. from filing any
further claims objections.  The Asbestos Committee agree with the
FCR that it is not within the Bankruptcy Court's jurisdiction to
decide matters pertaining to personal injury and wrongful death
cases.

The jurisdiction of the Bankruptcy Court is limited and it may
not enter any decision or take any action that constitutes a
final judgment of the merits of personal injury claims, the
Asbestos Committee's counsel, Sander L. Esserman, Esq., at
Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas,
states.

The jurisdiction of the Bankruptcy Code is limited when dealing
with personal Injury Claims, Mr. Esserman contends.  The U.S.
Code requires that personal injury and wrongful death claims be
liquidated by the district courts.  Under Article III of the U.S.
Constitution, bankruptcy courts are prohibited from exercising
judicial power of the U.S. and deciding civil claims founded on
state law, he points out.

Moreover, Mr. Esserman says that if the Court is inclined to
consider the merits of Asarco Inc.'s claims objections, the
asbestos claimants must be given due notices and full
opportunities to be heard in each instance.

Lipitz & Ponterio, LLC, representing several asbestos personal
injury claimants, concur with the Official Committee of Unsecured
Creditors for the Asbestos Debtors that Asarco Incorporated's
objections to the asbestos claims are premature, untimely, and
designed to disrupt and retard the Debtors' bankruptcy cases.
Lipitz & Ponterio maintains that the Court should convert the
claims objections to adversary proceedings to give the firm time
to investigate Asarco Inc.'s contentions and take discovery
pursuant to Rule 9014 of the Federal Rules of Bankruptcy
Procedure.

In separate Court-approved stipulations, the Asbestos Committee,
Mt. McKinley Insurance Company and Everest Reinsurance Company,
and the Fireman's Fund Insurance Company, agreed to extend the
time for the Insurance Companies to object to the Asbestos
Committee's request for a protective order prohibiting the
disclosure of personal information of asbestos claimants.

The Asbestos Committee and the Insurance Companies agree that the
confidential information of the asbestos claimants will only be
disclosed to parties to the confidentiality agreement.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/        
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

ASARCO and its debtor-affiliates have until Aug. 1, 2008 to file a
plan of reorganization.  (ASARCO Bankruptcy News, Issue No. 76;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Wants Pact With Oklahoma Toxic Tort Claimants Approved
------------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to approve a compromise and
settlement with certain toxic tort claimants who have alleged
claims for property damages in Ottawa County, Oklahoma, and the
surrounding area.

The settlement provides that the Toxic Tort Claimants will have a
general unsecured claim in the aggregate amount of $7,000,000.  
In exchange, the Claimants agree to release ASARCO LLC and its
subsidiaries from all pending and future claims relating to the
Debtors' mining operations in Ottawa.

The Claimants further agree to obtain dismissal with prejudice of
ASARCO and any of the Debtors from all pending lawsuits any of
the Claimants have against the Debtors in any court.  The Debtors
will withdraw their objection to late-filed claims filed by
certain Claimants.

Omar J. Alaniz, Esq., at Baker Botts L.L.P in Dallas, Texas,
clarifies that the Debtors do not admit liability to the
Claimants.  He says that the settlement eliminates the risks,
uncertainties and delay that are inherent in any litigation.  The
Claims asserted by the Claimants are contingent and unliquidated.  
He contends that estimation or individual adjudication of the
Claims is time-consuming and complex and could unduly delay the
Debtors' reorganization process.

            Claimants Seek Appointment of Special Master

The Toxic Tort Claimants seeks the appointment of Anthony
Laizure, Esq., a partner at Stipe, Harper, Laizure, Uselton,
Belot, Maxcey & Thetford, in Tulsa, Oklahoma, as special master
who will monitor and supervise the allocation and distribution of
settlement of funds to minor toxic tort claimants.

The Special Master will determine the amount of settlement monies
alloted to each minor claimant and provide guidelines as to the
distribution process, Dennis C. Reich, Esq., at Reich & Binstock,
LLP in Houston, Texas, says.  The settlement monies will be held
in a Trust Account until the time the Special Master determines
the distribution.

In addition, the Claimants seek payment of their attorney's fees
and reimbursement of their expenses from the settlement proceeds.  
Mr. Reich did not disclose the amount of fees and expenses
requested.

In a separate filing, Mr. Reich informed the Court that the Tar
Creek Claimants withdrew four claims:

   Claimant                  Claim No.
   --------                  ---------
   Vergie Henry                201198
   Clinton W. Miller           200664
   "Railroad"                  200792
   Terry and Carol Way         2001054

According to Mr. Reich, the four Claimants have not signed and
completed proper proofs of claim forms or the settlement/release
forms for ASARCO.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/        
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

ASARCO and its debtor-affiliates have until Aug. 1, 2008 to file a
plan of reorganization.  (ASARCO Bankruptcy News, Issue No. 76;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


BANK OF AMERICA: Still to Decide on $40BB of Countrywide Debt
-------------------------------------------------------------
Bank of America Corp. still has not made any decision about
whether it would guarantee Countrywide Financial Corp.'s
$40 billion outstanding debt, Reuters reports.

Bondholders have been expecting BofA's declaration on how it woud
treat the outstanding debt after it completed its purchase of
Countrywide last week for $2.5 billion.  Reuters relates that
BofA's regulatory filing this week did not disclose any
guarantees, but the organization structure in the filing implies
that these bondholders will be repaid, according to David Hendler,
a CreditSights analyst.

Mr. Hendler adds that Countrywide's credit facilities were already
repaid and its indebtedness, including subordinated notes,
preferred stock, and convertible securities, have assumed by a
BofA subsidiary.  "Our view continues to be that BofA will
ultimately honor the outstanding indebtedness from (old)
Countrywide, based on our discussion with the company following
this filing, as well as our prior analysis," Reuters quotes Mr.
Hendler as saying.

                   About Countrywide Financial

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

                          *     *     *

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

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

                      About Bank of America

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


BANK OF AMERICA: Will Rework $40 Billion in Mortgage Loans
----------------------------------------------------------
Bank of America Corp. will rework $40 billion of home mortgage
loans over a period of two years to keep more than 200,000
families in their homes, Bloomberg News cites BofA CEO Kenneth
Lewis.

Mr. Lewis said BofA will do this without resorting to cutting
dividends or raising cash, Bloomberg relates.  BofA completed its
$2.5 billion acquisition of Countrywide Financial Corp. last week.

"Our goal is to keep as many families in their homes as possible.
. . .  [We] see no reason to cut the dividend and no reason to
raise any more capital," Bloomberg quotes Mr. Lewis as saying.

As reported in the Troubled Company Reporter on July 2, 2008, BofA
also intends to eliminate around 7,500 positions as part of the
acquisition.  The reductions will take place throughout the
country within the next two years.

                   About Countrywide Financial

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

                          *     *     *

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

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

                      About Bank of America

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


BEAR STEARNS: Fund Liquidators Amend Bear Suit, Seek $1.5 Billion
-----------------------------------------------------------------
Geoffrey Varga and William Cleghorn of Kinetic Partners Cayman,
LLP, joint voluntary liquidators of Bear Stearns High-Grade
Structured Credit Strategies (Overseas), Ltd., and Bear Stearns
High-Grade Structured Credit Strategies Enhanced Leverage
(Overseas), Ltd., previously filed a lawsuit against Bear
Stearns Asset Management, Inc., The Bear Stearns Companies, Inc.,
Bear Stearns & Co., Inc., Ralph Cioffi, Matthew Tannin, Raymond
Madrigal, and Deloitte & Touche LLP, seeking $1,000,000,000 of
investors losses sustained by the Overseas Funds as a result of
"a sophisticated fraud perpetrated by Bear Stearns and its
managers."

On June 30, 2008, the Overseas Funds Liquidators amended their
complaint to seek $1,500,000,000 of investor losses.

Representing the Overseas Funds Liquidators, Robert A. Nicholas,
Esq., at Reed Smith LLP, in New York, maintains in the Complaint
that the Overseas Funds "were doomed to fail because the Bear
Stearns Defendants conceived, managed, and deceptively marketed
[the Funds] knowing that [the Funds] would be viable so long as
the U.S. housing market continued to experience an unprecedented
rise."  

"In short, in orchestrating this fraud, it appears that the Bear
Stearns Defendants did not fail to plan, but rather, planned to
fail," Mr. Nicholas said.

Mr. Nicholas related that the Bear Stearns Defendants represented
that the Overseas Funds would invest in broadly diversified pools
of credit-related investment instruments, including, among other
things, favorable risk-rated tranches of collateralized debt
obligations.  The Defendants further represented that at least
90% of all of the Overseas Funds' investments would have "AAA" or
at worst "AA" default and valuation risk ratings conferred on
them by one or more of the three primary U.S. commercial credit
rating agencies, Standard & Poors, Moody's, and Fitch.

In addition, Mr. Nicholas told the U.S. District Court for the
Southern District of New York, where the Complaint was filed,
that the Bear Stearns Defendants have said that the Overseas
Funds would have minimal exposure to sub-prime residential
mortgages and that the Defendants would utilize their
"substantial, industry leading risk management expertise, and
experience" to ensure that the Overseas Funds were relatively
safe, conservative investment vehicles.

Mr. Nicholas said Deloitte and its officers assured investors
that they were conducting independent, thorough, and objective
audits.  He added that Walkers Fund Services Limited promised
investors that they would independently analyze, scrutinize and
ultimately approve or disapprove any insider transactions between
and among the Overseas Funds and other Bear Stearns-related
entities.  The Overseas Funds Liquidators alleged that Deloitte
and Walkers materially participated in and facilitated the
Bear Stearns Defendants in the fraud.

According to Mr. Nicholas, the Overseas Funds' exposure to ever-
increasing concentrations of aggressive and risky investments,
including collateralized debt obligations and mortgage pools, as
well as multiple "CDO-squareds," caused each Fund to have
disproportionate exposure to subprime residential mortgages --
far beyond the exposure that was permitted under the Funds'
governing documents, or that was disclosed to, or reasonably
discovered by, investors.

Aside from the monetary awards, the Overseas Funds Liquidators
ask the Court to find the Defendants guilty of violations of the
federal securities law, fraud, breach of fiduciary duty, breach
of contract, gross negligence, accounting malpractice, aiding and
abetting fraud, and unjust enrichment.

The Overseas Funds, which have sought liquidation  proceedings
under the Companies Law (2007 Revision) of the Cayman Islands,
placed investors' assets into the Master Funds -- Bear Stearns
High-Grade Structured Credits Strategies Master Fund, Ltd., and
Bear Stearns High-Grade Structured Credits Strategies Enhanced
Leverage Master Fund, Ltd. -- both of which also sought
liquidation proceedings in the Cayman Islands in July 2007.  The
Master Funds sought protection of their U.S.-based assets by
filing a petition under Chapter 15 of the U.S. Bankruptcy Code.  
The U.S. Bankruptcy Court, however, has denied the Chapter 15
request.  The U.S. District Court affirmed the Bankruptcy Court's
decision.  The Master Funds' said they won't be pursuing further
appeal of the Bankruptcy Court's decision.

Messrs. Cioffi and Tannin are currently facing fraud charges
filed by the Eastern District of New York federal prosecutors and
the U.S. Securities and Exchange Commission.  The federal
prosecutors and the SEC found, after almost a year of
investigation, that Messrs. Cioffi and Tannin misled investors by
declaring that the hedge funds they managed for Bear Stearns are
"healthy" when personal e-mails showed that they were worried of
those funds' future.

                    About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR STEARNS: Will Not Pursue Further Chapter 15 Appeal
-------------------------------------------------------
Bear Stearns High-Grade Structured Credit Strategies Master Fund,
Ltd., and Bear Stearns High-Grade Structured Credit Strategies
Enhanced Leverage Master Fund, Ltd., through their joint official
liquidators, Simon Lovell Clayton Whicker and Kristen Beighton,
notified the U.S. Bankruptcy Court for the Southern District of
New York that they will not be pursuing further appeal of U.S.
Bankruptcy Judge Robert Lifland's decision denying the Funds'
application under Chapter 15 of the Bankruptcy Code.

To recall, in 2007, Judge Lifland denied the Funds' Chapter 15
application after finding that the Cayman Islands, where the
Funds were liquidated, is not the Funds' "center of main
interest."  In May 2008, U.S. District Judge Robert Sweet
affirmed Judge Lifland's decision and findings.

According to the counsel for the Joint Liquidators, Lisa G.
Beckerman, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in New
York, the Joint Liquidators have consulted with the Funds'
liquidation committees formed in connection with their Cayman
Islands insolvency proceedings regarding their decision not to
pursue further appeal from the U.S. Courts' decisions.

In line with their decision, the Joint Liquidators notified the
U.S. Bankruptcy Court that they intend to remove monies that were
deposited in U.S. Accounts as required by Judge Lifland.  In
2007, when Judge Lifland denied the Funds' Chapter 15
applications, he required the Joint Liquidators to deposit
$4,000,000 into a Depository established for each Fund, and upon
collection of any U.S. Proceeds, deposit those proceeds into each
Funds' Depository.  Bloomberg News said the Depositories hold a
total of approximately $24,300,000.

Judge Lifland's order provided that, in the event his decision is
affirmed on appeal, "following 10 business days' notice to all
known parties in interest, if no such party files an objection,
the Foreign Representatives may remove or withdraw any funds held
in the Depositories and the provisions of [the Stay Order] shall
automatically terminate and be of no further force of effect."

Any party who wish to object to the Joint Liquidators' intent to
remove the deposits must file a written objection by no later
than July 14, 2008, at 5:00 p.m. (New York Time).

                    About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR STEARNS: S&P Puts Default Rating on S. 2005-2 Class M-7 Certs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from Bear Stearns Asset Backed Securities Trust 2005-2.  
In addition, S&P affirmed its ratings on four classes from this
series.
     
The lowered ratings reflect pool performance that has caused
actual and projected credit support for the affected classes to
decline.  This transaction has experienced losses that have eroded
overcollateralization to $0 from its target level of approximately
$9,982,842 and has resulted in the write-down of class M-7.  
Therefore, S&P have lowered its rating on this class to 'D' from
'B'.
     
As of the June 2008 remittance period, cumulative realized losses
were 4.84%.  Total delinquencies were 26.31% of the current pool
balance, while severe delinquencies (90-plus days, foreclosures,
and REOs) were 17.26%.
     
Furthermore, delinquencies have escalated over the past six
months.  For Bear Stearns Asset Backed Securities Trust 2005-2,
losses have, on average over the past six months, been
approximately 2.16x monthly excess interest.
     
These performance trends have caused projected credit support for
the transaction to fall below the required level.  Standard &
Poor's will continue to closely monitor the performance of this
transaction.  If the transaction incurs further losses and
delinquencies continue to erode projected credit support, S&P will
likely take further negative rating actions.
     
This transaction is 36 months seasoned and has a pool factor of
29.16%.  Subordination, excess interest, and O/C provide credit
support for this transaction.  The underlying collateral backing
the certificates originally consisted of a pool of scratch-and-
dent fixed- and adjustable-rate mortgage loans secured by first
and second liens on one- to four-family residential properties.


                          Ratings Lowered

         Bear Stearns Asset Backed Securities Trust 2005-2
                     Asset-backed certificates

                                          Rating
                                          ------
            Series      Class       To              From
            ------      -----       --              ----
            2005-2      M-3         BB+             A-
            2005-2      M-4         BB              BBB+
            2005-2      M-5         B               BBB
            2005-2      M-6         CCC             BBB-
            2005-2      M-7         D               B  

                          Ratings Affirmed

         Bear Stearns Asset Backed Securities Trust 2005-2
                      Asset-backed certificates
   
                    Series      Class       Rating
                    ------      -----       ------
                    2005-2      A-2         AAA
                    2005-2      A-3         AAA
                    2005-2      M-1         AA
                    2005-2      M-2         A


BLUE BELL: Moody's Replaces Ratings on Notes, Junks Class B Rating
------------------------------------------------------------------
Moody's Investors Service has withdrawn and replaced the ratings
on these notes issued by Blue Bell Funding, Ltd/Blue Bell Funding
Corp.:

Class Description: $1,112,500,000 CP Notes

  -- Prior short-term Rating: P-1
  -- Current short-term Rating: WR
  -- Prior long-term Rating: NR

  -- Current long-term Rating: Aa1, on review for possible
     downgrade

According to Moody's, the Prime-1 ratings assigned to the CP Notes
were based on the existence of a put agreement provided by a
Prime-1 rated third party.  The notes have been re-issued with the
put provider as both the investor and the put counterparty.  Where
the put provider is also the holder of the notes, it is Moody's
view that the put agreement ceases to be relevant.

Accordingly, Moody's has withdrawn its short-term ratings on these
notes.  In place of the short-term ratings issued on these notes,
Moody's has issued long-term ratings of Aa1, on review for
possible downgrade

In addition, Moody's also has downgraded these notes issued by
Blue Bell Funding, Ltd/Blue Bell Funding Corp. and left them on
review for possible downgrade:

Class Description: $55,000,000 Class A-1 Notes

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

Class Description: $20,000,000 Class A-2 Notes

  -- Prior Rating: Aa2
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $37,500,000 Class B Notes

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Moody's has also downgraded these notes:

Class Description: $18,750,000 Class C Notes

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

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


BLUE SKY: Gets Court Approval to Employ D.R. Kight Jr. as Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
North Carolina granted Bluy Sky Mountain Co., Inc. the authority
to employ D. Rodney Kight, Jr., Esq., as its bankruptcy counsel.

As the Debtor's bankruptcy cousel, Mr. Kight, Jr. will mainly give
legal advice to the Debtor with respect to its powers and duties
in the continuing operation of the Debtor's business and
management of the Debtor's property.

D. Rodney Kight, Jr., Esq., assured the Court that he has no
connection with the Debtor or its estate in the matters upon which
he has been engaged, and that he is a disinteressted person to
represent the Debtor and the estate.

The Debtor did not provide the Court a schedule of fees to which   
Mr. Kight, Jr. is entitled to as bankruptcy counsel.

Based in Orlando, Fla., Blue Sky Mountain Inc. filed for Chapter
11 protection on June 4, 2008 (W.D. N.C. Case No. 08-10433).  When
the Debtor filed for reorganization under Chapter 11, it listed
total assets of $31,095,300 and total debts of $6,171,094.


BLUE WATER: Agrees to Sell Assets to Flex-N-Gate for $22.3MM
------------------------------------------------------------
Flex-N-Gate, LLC, offered to purchase substantially all of Blue
Water Automotive Systems, Inc., and its debtor affiliates' assets
for $22,377,000 in cash.  During a July 1, 2008, auction, the
Debtors determined that Flex-N-Gate offered the best bid for their
assets.

Previously, the Debtors entered into a stalking horse purchase
agreement with NYX, Inc., under which NYX proposed to pay  
$28,000,000, to be funded by $7,000,000 in cash, and $21,000,000,
for the Debtors' assets.

After determining that Flex-N-Gate's offer is the best bid, the
Debtors entered into an Asset Purchase Agreement with Flex-N-Gate,
a copy of which is available for free at:

         http://ResearchArchives.com/t/s?2f49

Based in Urbana, Illinois, Flex-N-Gate, LLC -- http://www.flex-n-
gate.com/ -- manufactures large body and chassis structural
assemblies; full bumper and fascia systems, brackets, receiver
hitches; interior plastic panels and pillars; exterior trim
components, running board systems; scissor and screw jacks,
tools, spare tire hoists, hinges, checks, pedals, parking brakes,
and latch systems.  It employs more than 13,000 people at 50
manufacturing and six product development and engineering
facilities throughout North America, Mexico, Argentina and Spain.  

Flex-N-Gate has made a $1,000,000 Good Faith Deposit in
accordance to the Sale Procedures Order.  The Flex-N-Gate APA
also provides for (i) Flex-N-Gate's assumption of certain of the
Debtors' liabilities; and (ii) the delivery of an $18,377,000
letter of credit naming the Debtors and Ford Motor Company as
beneficiaries.

On the Sale Closing, an escrow fund will be created by U.S Bank,
as the escrow agent, by the Debtors transferring Flex-N-Gate's
Deposit of $3,000,000 by wire transfer of immediately available
funds.  Ford will be paid $1,265,361 with respect to the Ford
Direct Purchase Equipment by a draw on the Pre-Closing Letter of
Credit Letter.  The Debtors will be paid the Cash Purchase Price
less than the sum of the amount paid to Ford and $3,000,000.

The Debtors will file an analysis of the purchase consideration
under the Flex-N-Gate APA on July 10.  The Court will convene a
hearing to consider approval of the Flex-N-Gate APA on July 16.

CIT Group/Equipment Financing, Inc., and CIT Capital USA, Inc.,  
complain that the Debtors' major customers -- General Motors
Corporation, Ford, and Chrysler LLC -- have not agreed that Flex-
N-Gate is a Qualified Bidder.  Accordingly, the CIT Entities ask
the Court to deny approval of the Flex-N-Gate APA.

                     Objections to NYX's Offer

Before the July 1 Auction, several parties raised objections to
the sale of the Debtors' assets to NYX:

   * Citizens' Bank
   * United Autoworkers
   * H.S. Die Engineering, Inc.
   * St. Clair Packaging, Inc.
   * Stephenson Electric Co.
   * Rieter Automotive North America, Inc.
   * INEOS USA LLC
   * Crest Mold Technology, Inc.

Citizens Bank object to sale unless the sale will generate
sufficient proceeds, when combined with any amounts to be paid by
Ford at or before the closing of the Sale, to pay the Debtors'
DIP Loans at the Sale Closing.  St. Clair complained that there
is insufficient information to evaluate all potential objections
to the proposed sale.  The International Union, United
Automobile, Aerospace and Agricultural Implement Workers of
America objected to any Court order approving any sale or asset
purchase agreement that purports to breach the Debtors'
obligation under a labor agreement with the Union.

H.S. Die said it is unclear whether any tooling it has liens on
will be sold to the purchaser.  Stephenson Electric asserted that
the proposed sale does not meet the standards of Section 363(f)
of the Bankruptcy Code.  INEOS said that it does not object to
the sale to the extent it is accomplished pursuant to a confirmed
plan or provides for the payment of all administrative claims.

To address the objections to NYX's offer, NYX terminated its APA
with the Debtors and re-submitted a modified APA, which provided
that NYX will have obtained financing to consummate the purchase
and operate the business; and that NYX waived its right to any
Termination Fee.

The Debtors filed a preliminary analysis of the allocation of the
purchase price under the NYX APA.  The analysis contemplates
total proceeds of $39,153,077, from which $18,315,700 will be
paid to the CIT Entities.  A full-text copy of the Preliminary
Purchase Price Allocation is available for free at:

             http://ResearchArchives.com/t/s?2f4a

                 About Blue Water Automotive

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

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

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

The Debtors filed their Liquidation Plan on May 9, 2008.  The Plan
contemplates a sale of substantially all of the Debtors' assets
and equity interests, except for a piece of real property located
at Yankee Road, in St. Clair, Michigan, on or before June 30,
2008.  The Court will hold a hearing June 18, 2008, to consider
confirmation of the Plan.  (Blue Water Automotive Bankruptcy News,
Issue No. 22, Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)   


BLUE WATER: GM Wants Court to Allow Set-Off & Recoupment Claims
--------------------------------------------------------------
General Motors Corporation asks the United States Bankruptcy Court
for the Eastern District of Michigan to declare that it has
"allowed set-off and recoupment claims" as defined in the joint
Chapter 11 plan of liquidation of Blue Water Automotive Systems
Inc. and its debtor affiliates, in an amount to be determined by
the Court.

As reported in the Troubled Company Reporter on May 26, 2008, The
Debtors' Plan contemplates the sale of substantially all of
the Debtors' assets and equity interests.  The Plan will be
effective when:

   1. The Court approves the sale of the Business;

   2. The Court enters an order confirming the Plan; and

   3. The purchaser closes on the sale.

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/bw_disclosurestat.pdf

A full-text copy of the Plan of Liquidation is available for
free at http://bankrupt.com/misc/bw_planofliquidation.pdf

The Debtors and the Official Committee of Unsecured Creditors,
through a Court-approved stipulation, agreed to lift the
automatic stay to allow GM to file the adversary proceeding.

Before the Petition Date, GM entered into various contracts and
purchase orders with the Debtors for the production of component
parts as well as the acquisition of tooling for GM's production of
its component parts.

According to Daniel W. Linna, Jr., Esq., at Honigman Miller
Schwatz and Cohn, LLP, in Detroit, Michigan, the Debtors are the
sole source suppliers to GM of the Component Parts.  He adds that
the Component Parts are essential to GM's manufacturing and
assembly operations.  Without sufficient quantities of the
Component Parts, GM cannot maintain production and an alternate
source of supply of the Component Parts is not readily available
because the Debtors manufacture the Component Parts using
specially manufactured, unique Tooling.

The Debtors allege that GM owes them $2,584,430 for a prepetition
payable out of their performance of the Purchase Orders.  

Immediately after the Petition Date, the Debtors were unable to
perform under the Purchase Orders and thus were in breach of
them, Mr. Linna contends.  He adds that the Debtors further
incurred breaches of the Purchase Orders when they entered into
the Accommodation Agreement with Ford Motor Company.  He asserts
that the Debtors anticipatorily breached the Purchase Orders by,
among others, advising GM that they could not or would not
perform their obligations under the Purchase Orders without the
financial accommodations, not shipping GM its production
requirements of Component Parts, informing GM that they had
stopped producing the Component Parts, and by proposing to reject
the Purchaser Orders pursuant to their Amended Joint Plan of
Liquidation.

Mr. Linna says GM's damages to protect its supply of Component
Parts and mitigate its damages exceed $4,900,000, which damages
include:

   -- about $2,600,000 in price increases, of which about
      $1,865,000 has been paid to Debtors as of the date of
      July 2, 2008;

   -- about $1,874,736 in damages relating to the Inventory
      Bank, including $560,983 paid directly to Debtors as
      Incremental Bank Costs and about $1,313,753 above the
      applicable Purchase Order price to transport, handle, and
      store the Inventory Bank;

   -- about $78,750 of un-recovered Tooling costs paid directly
      to tool vendors, which amount Debtors were obligated to
      pay; and

   -- $435,379 of unrecovered legal and professional fees arising
      from Debtors' insolvency, bankruptcy filing, and breaches
      of the Purchase Orders.

Mr. Linna adds that GM will incur additional damages if Debtors
reject the Purchase Orders as GM will be forced to purchase
Component Parts from alternate suppliers at higher prices.  GM
will also incur additional damages if it is compelled to fund
Debtors' wind-down expenses, as provided in the GM Accommodation
Agreement.  Furthermore, he contends that GM's damages will
likely include warranty claims and other ordinary course
commercial claims that are not currently liquidated.

                  About Blue Water Automotive

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

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

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

The Debtors filed their Liquidation Plan on May 9, 2008.  The Plan
contemplates a sale of substantially all of the Debtors' assets
and equity interests, except for a piece of real property located
at Yankee Road, in St. Clair, Michigan, on or before June 30,
2008.  The Court will hold a hearing June 18, 2008, to consider
confirmation of the Plan.  (Blue Water Automotive Bankruptcy News,
Issue No. 22, Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


BROOKLYN NAVY: S&P Cuts Rating of $307MM Bonds to BB+ from BBB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on power and
steam producer Brooklyn Navy Yard Cogeneration Partners L.P.'s
$307 million tax-exempt industrial development series 1997 bonds
and $72.31 million (as of March 31, 2008) 7.42% taxable senior
secured bonds due 2020 to 'BB+' from 'BBB-'.  At the same time,
S&P assigned a '3' recovery rating to BNYCP's senior secured
bonds, indicating its expectation for a meaningful (50% to 70%)
recovery in the event of a payment default.  The outlook remains
negative.
     
The downgrade reflects a lower-than-expected improvement in
financial metrics and a reduction in offtake levels and margins
through 2007, which should continue to prevent the project from
achieving the expected debt service coverage ratio range of 1.45x-
1.50x.  The downgrade comes despite a recovery in operating
performance, including a reduction in outages, through the first
quarter of 2008.  The estimated gas importation tax liability of
$18.9 million and the estimated usage tax liability of more than
$20 million could affect the project's liquidity.  The ability to
fund such potential cash outflows needs to be monitored, as does
the project's claim of indemnification by Edison Mission Energy
for tax payments prior to March 31, 2004.
     
The negative outlook reflects the uncertainty surrounding the
final tax liability and the extent of indemnification by Edison
Mission Energy.  The rating could be lowered if operating problems
return, if financial performance degrades, or if final tax
liabilities put excessive pressure on liquidity for the next few
years.  An outlook revision to stable could result from resolving
the project's tax liability without negatively impacting
liquidity, and a rating upgrade could be considered if BNYCP can
consistently maintain a DSCR of above 1.45x and availability
factors above 93%.


BRUNSWICK CORP: S&P Chips Ratings to BB+ and Removes Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Lake
Forest, Illinois-based Brunswick Corp.  At the same time, S&P
removed all of the ratings from CreditWatch, where they had been
placed with negative implications on June 30, 2008.
     
Standard & Poor's lowered its long-term corporate credit rating on
Brunswick to 'BB+' from 'BBB-'.  The outlook is stable.  The
short-term corporate credit rating was lowered to 'B' from 'A-3'.
     
S&P also lowered its issue-level rating on the company's unsecured
debt to 'BB+' from 'BBB-'.  S&P assigned a recovery rating of '4'
on this debt, indicating its expectation for average (30% to 50%)
recovery in the event of a payment default.
     
Brunswick had $730 million in total debt outstanding as of
March 29, 2008.
     
"The downgrade is based on our concerns about cyclical and secular
trends in the recreational marine industry and their effect on
Brunswick's credit quality," said Standard & Poor's credit analyst
Andy Liu.

The ratings on Brunswick reflect S&P's concerns about the
declining recreational marine industry, which is being buffeted by
rising gas prices, low consumer confidence, and lower credit
availability; the potential for bank covenant pressure from
restructuring charges; and the effect that a steep decline in
profitability is having on credit measures.  These factors are
offset only partially by the company's leading position in the
industry and its moderate capital structure.


CANFIELD HOUSTON: Westbrae Collateral Set for Auction July 18
-------------------------------------------------------------
Certain collateral held by Westbrae, LLC, a Delaware limited
liability company, will be sold to the highest bidder at a public
sale on July 18, 2008 at 2:00 p.m. local time at the offices of
Gibson, Dunn & Crutcher LLP, 200 Park Avenue, 48th Floor,
Conference Room 48B, in New York.

The collateral to be sold is security for certain indebtedness
owed to Westbrae by CF Houston Mez, LLC, and Canfield Houston
Limited Partners, LLC, as evidenced by a Secured Promissory Note
for $10,500,000, dated Oct. 8, 2004.

Westbrae and the Debtors are parties to these agreements:

   (1) a Stock Pledge and Security Agreement (interest as Sole
       Stockholder of CF Houston General Partner, Inc., a Texas
       corporation), dated as of Oct. 8, 2004, executed by CF
       Houston Mez, LLC; and

   (2) a Partnership Pledge and Security Agreement Interest as
       Limited partner of Canfield Houston, LP, a Texas limited
       partnership) dated Oct. 8, 2004, executed by Canfield
       Houston Limited Partners, LLC.

CF Houston and Canfield Houston are in default under the Note.  As
of July 1, 2008, the approximate total of all delinquent
indebtedness due under the Note -- including principal, interest
and other fees and charges -- is $14,839,929.

The collateral to be sold at the public sale includes:

   (i) 100% of the stock of CF Houston General Partner, Inc.
       owned by CF Houston and all rights of the distributing
       arising therefrom and all other rights and interests of
       Mez in CF General; and

  (ii) all of the partnership interests owned by Canfield Houston.


CARMEL NAVARRO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Carmel C. Navarro
        17400 A Cabrillo Hwy. So.
        Half Moon Bay, CA 94019

Bankruptcy Case No.: 08-31220

Chapter 11 Petition Date: July 8, 2008

Court: Northern District of California (San Francisco)

Debtor's Counsel: James F. Beiden, Esq.
                  (attyjfb@yahoo.com)
                  Law Offices of James F. Beiden
                  840 Hinckley Rd. #245
                  Burlingame, CA 94010
                  Tel: (650) 697-6100

Total Assets: $10,016,350

Total Debts:  $3,545,915

A list of the Debtor's unsecured creditors is available for free
at http://bankrupt.com/misc/canb08-31220.pdf


CF HOUSTON: Westbrae Collateral Set for Auction July 18
-------------------------------------------------------
Certain collateral held by Westbrae, LLC, a Delaware limited
liability company, will be sold to the highest bidder at a public
sale on July 18, 2008 at 2:00 p.m. local time at the offices of
Gibson, Dunn & Crutcher LLP, 200 Park Avenue, 48th Floor,
Conference Room 48B, in New York.

The collateral to be sold is security for certain indebtedness
owed to Westbrae by CF Houston Mez, LLC, and Canfield Houston
Limited Partners, LLC, as evidenced by a Secured Promissory Note
for $10,500,000, dated Oct. 8, 2004.

Westbrae and the Debtors are parties to these agreements:

   (1) a Stock Pledge and Security Agreement (interest as Sole
       Stockholder of CF Houston General Partner, Inc., a Texas
       corporation), dated as of Oct. 8, 2004, executed by CF
       Houston Mez, LLC; and

   (2) a Partnership Pledge and Security Agreement Interest as
       Limited partner of Canfield Houston, LP, a Texas limited
       partnership) dated Oct. 8, 2004, executed by Canfield
       Houston Limited Partners, LLC.

CF Houston and Canfield Houston are in default under the Note.  As
of July 1, 2008, the approximate total of all delinquent
indebtedness due under the Note -- including principal, interest
and other fees and charges -- is $14,839,929.

The collateral to be sold at the public sale includes:

   (i) 100% of the stock of CF Houston General Partner, Inc.
       owned by CF Houston and all rights of the distributing
       arising therefrom and all other rights and interests of
       Mez in CF General; and

  (ii) all of the partnership interests owned by Canfield Houston.


CHARMING SHOPPES: Shareholders Elect All Directors, Approve Plans
-----------------------------------------------------------------
Charming Shoppes, Inc. shareholders re-elected Dorrit J. Bern, the
company's President and Chief Executive Officer, and Alan Rosskamm
to the Board of Directors, and elected Arnaud Ajdler, Michael C.
Appel, Richard W. Bennet III and Michael Goldstein as new
directors to the company during the company's Annual Meeting of
Shareholders.

In addition, Charming Shoppes' shareholders overwhelmingly voted
in favor of all of the company's proposals for the 2008 Annual
Meeting of Shareholders, which included:

   * approval of an amendment to the company's Restated Articles
     of Incorporation for the elimination of the approval
     requirements for business combinations with interested
     shareholders;

   * approval of an amendment to the company's Restated Articles
     of Incorporation and By-laws for the declassification of the  
     Board of Directors;

   * re-approval of the material terms of the performance goals
     under the 2003 incentive compensation plan to preserve
     Charming Shoppes' tax deductions; and

   * ratification of the appointment of Ernst & Young LLP as
     independent auditors of Charming Shoppes to serve for the
     2009 fiscal year.

At the Annual Meeting of Shareholders, Dorrit J. Bern reviewed the
company's leading market position in women's plus apparel, the
company's performance during the previous fiscal year, and the
company’s key merchandising and operational initiatives in the
current fiscal year.  Ms. Bern’s presentation has been posted at  
http://www.charmingshoppes.com/investors/manage/index.asp

As disclosed on May 5, 2008, the company's Board of Directors
voted to separate the duties of Chairman of the Board and Chief
Executive Officer, which would result in the appointment of an
independent non-executive Board member as Chairman, as well as the
elimination of the position of lead independent director.

Following the Annual Meeting of Shareholders, Charming Shoppes'
Board of Directors reconvened and appointed Alan Rosskamm as the
Company’s non-executive Chairman of the Board.  Alan Rosskamm has
been a member of Charming Shoppes' Board of Directors since 1992,
and is Charming Shoppes' longest-standing board member.  He was
the Chief Executive Officer of Jo-Ann Stores, Inc., from October
1985 to August 2006, and Chairman of Jo-Ann's Board of Directors
from July 1992 to August 2006.  Under his leadership, Jo-Ann
became the nation's leading retailer of fabrics and sewing
supplies and one of the nation’s largest retailers of craft and
floral products, operating 800 stores.  He continues as a member
of Jo-Ann’s Board of Directors, where he has served since 1985.

Dorrit Bern continues in her leadership roles of President and
Chief Executive Officer of Charming Shoppes, Inc.  Ms. Bern joined
Charming Shoppes, Inc. in 1995, and during her tenure at Charming
Shoppes the company's revenues have tripled, from $1 billion to
nearly $3 billion at the end of 2007.  Ms. Bern's leadership has
resulted in the repositioning of Charming Shoppes as a multi-
brand, multi-channel specialty apparel retailer, and the nation's
leader in women's specialty plus apparel.

Katherine M. Hudson, who has served as a Director of Charming
Shoppes since 2000, and as the Board's Lead Independent Director
since 2003, continues in her role as an independent board member
of Charming Shoppes, Inc.

Headquartered in Bensalem, Pennsylvania, Charming Shoppes Inc.
(Nasdaq: CHRS) -- http://www.charmingshoppes.com/ -- is a multi-
brand, multi-channel specialty apparel retailer specializing in
women's plus-size apparel.  At May 3, 2008, the company operated
2,408 retail stores in 48 states under the names LANE BRYANT(R),
FASHION BUG(R), FASHION BUG PLUS(R), CATHERINES PLUS SIZES(R),
LANE BRYANT OUTLET(R), and PETITE SOPHISTICATE OUTLET(R).  

                          *     *     *

As reported in the Troubled Company Reporter on March 25, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on Charming Shoppes Inc. to 'B+' from 'BB-.'  The outlook
remains negative.


CHARMING SHOPPES: Mr. Bern Resigns; Board Chair Named Interim CEO
-----------------------------------------------------------------
Dorrit J. Bern, President and chief executive officer and a member
of the Board of Directors of Charming Shoppes, Inc., resigned,
effective immediately.  

The company's Chairman of the Board, Alan Rosskamm, former
Chairman and CEO of Jo-Ann Stores, Inc. and 15-year veteran of the
Charming Shoppes' board, will serve as CEO on an interim basis.  
The company's Board of Directors has formed a special committee to
undertake an immediate search for a permanent chief executive
officer.

Separately, the company disclosed that Brian P. Woolf, the former
Chairman and chief executive officer of Cache, Inc., has been
appointed President of the Lane Bryant brand, effective
immediately, and will succeed LuAnn Via.  Via has tendered her
resignation in order to pursue a leadership position at another
retailer and will be leaving the company after a short transition
period.

Brian Woolf has served in various retail-industry management and
merchandising positions over the past three decades.  Before
joining Cache, he held senior merchandising positions at a number
of well-known retailers, including Limited Stores, Marshall's,
Lazarus, Bloomingdale's and Macy's.

"Brian's long history of accomplishments in the women's apparel
business includes the successful turnaround at Cache.  We are very
pleased that he has agreed to join us and lead our Lane Bryant
brand," Mr. Rosskamm commented.

"I am extremely pleased to be joining Charming Shoppes, and am
assuming the leadership responsibility for the Lane Bryant brand
with a great deal of enthusiasm.  I have tremendous esteem for
this market-leading brand that has been serving women's apparel
needs for more than 100 years," Mr. Woolf commented.  "I look
forward to working closely with our talented team in Columbus,
Ohio and building on the strength of this brand to ensure its
future success."

"Charming Shoppes has a talented management team, led by Joe
Baron, chief operating officer, and Eric Specter, chief financial
officer, with a proven record of navigating challenging retail and
economic environments," Mr. Rosskamm commented.  "Our priorities
are to refocus our energies on our core brands--Lane Bryant,
Fashion Bug and Catherines--and to leverage our leading market
share position in women's specialty plus apparel."

"With this renewed focus, I am confident that the support and
commitment of our associates around the globe will enable us to
build upon the strength of these brands to achieve future success.  
The company's balance sheet and cash flows remain strong, despite
the challenging economy, and the company maintains ample liquidity
through an unused $375 million committed bank revolving credit
facility," Mr. Rosskam added.

"[Ms. Bern] and the Board agreed that now is the appropriate time
for a change in leadership of the company.  Her leadership
resulted in the repositioning of Charming Shoppes as a multi-
brand, multi-channel specialty apparel retailer, and the nation's
leader in women's specialty plus apparel," Mr. Rosskamm stated,
commenting on Ms. Bern's departure from the company.  

During the second quarter ending Aug. 2, 2008, the company
anticipates an after-tax charge in the range of $5- $6 million, or
$0.04-$0.05 per diluted share, related to the terms of Ms. Bern's
employment agreement.

                   About Charming Shoppes, Inc.

Headquartered in Bensalem, Pennsylvania, Charming Shoppes Inc.
(Nasdaq: CHRS) -- http://www.charmingshoppes.com/ -- is a multi-
brand, multi-channel specialty apparel retailer specializing in
women's plus-size apparel.  On May 3, 2008, the company operated
2,408 retail stores in 48 states under the names LANE BRYANT(R),
FASHION BUG(R), FASHION BUG PLUS(R), CATHERINES PLUS SIZES(R),
LANE BRYANT OUTLET(R), and PETITE SOPHISTICATE OUTLET(R).  

                          *     *     *

As reported in the Troubled Company Reporter on May 30, 2008,
Charming Shoppes Inc. reported a net loss of $34.5 million for the
first quarter ended May 3, 2008, compared with net income of
$26.3 million in the corresponding period ended May 5, 2007.


CHEMTURA CORP: S&P Puts Rating on Neg. Watch After Sale Talks End
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on Chemtura Corp.'s 'BB' corporate credit and senior
unsecured debt ratings to negative from developing.  The action
follows the company's recent announcement that shareholders'
interests will be best served by terminating discussions on a
potential sale, merger, or other business combination involving
the entire company and by continuing to operate Chemtura as a
stand-alone entity.
      
"The CreditWatch with negative implications reflects our concerns
that cash flow protection measures will not strengthen to, and be
sustained at, levels appropriate for the current ratings, given
the challenging domestic economy, including elevated energy
costs," said Standard & Poor's credit analyst Wesley E. Chinn.
     
The ratings on Chemtura incorporate the vulnerability of its
operating results to competitive pricing pressures, raw-material
costs, and cyclical markets.  They also reflect weak cash flow
protection measures as a result of poor profitability in certain
businesses.  These factors are tempered by a diversified portfolio
of specialty and industrial chemical businesses (generating annual
revenues of roughly $3.7 billion), thus presenting management with
a range of options regarding potential asset sales or other
actions to improve the financial profile.
     
Although the board has terminated discussions on a potential sale
or merger of the entire company, management is still considering
other strategic options, including business divestitures,
acquisitions, joint ventures, and stock repurchases.  This calls
into question financial policies.  S&P await 2008 second-quarter
results (historically Chemtura's strongest quarter) to ascertain
whether meaningful earnings progress can be achieved during this
year and thus contribute to a strengthening of the financial
profile, including the key funds from operations to debt ratio.  
S&P expect to resolve the CreditWatch listing within the next two
months, following a meeting with management to review earnings and
debt leverage prospects.


COMMUNICATIONS & POWER: S&P Holds Rating. Changes Outlook to Pos.
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on Communications & Power
Industries Inc. and its parent, CPI International Inc.  The
outlook on both entities was revised to positive from stable.
      
"The outlook revision reflects expectations of improving credit
protection measures in 2009 because of likely debt reduction and
increasing operating margins," said Standard & Poor's credit
analyst Christopher DeNicolo.  Debt leverage, which had been high
because of the company's LBO in 2003 and subsequent debt-financed
dividends, has declined to below 4x following debt reduction using
the proceeds from an IPO in 2006 and internal cash flows.  Excess
free cash flows are likely to continue to be used for debt
reduction, resulting in debt to EBITDA below 3x in fiscal 2009
(ending Sept. 30, 2009).

Operating margins have deteriorated somewhat in 2008 because of
delays in certain defense orders, lower margins at an acquired
company, and a higher portion of development work, but are still
good at about 18%.  Lower debt levels and some improvement in
margins in 2009 should result in funds from operations to debt of
about 20% and EBITDA interest coverage of close to 5x.
     
The ratings on CPI and CPI International reflect an aggressive
financial profile and modest scope of operations, offset somewhat
by leading positions in niche markets.  The company is a leading
provider of vacuum electron devices used in commercial and defense
applications requiring high-power and/or high-frequency power
generation.  VEDs are used in radar, electronic warfare, satellite
communications, and certain medical, industrial, and scientific
applications.  In 2007, the company acquired Malibu Research
Associates Inc., which designs and manufactures advanced antenna
systems for radars and data links.
     
CPI is first or second in all of the markets in which it competes.   
Program diversity is good, with no one program accounting for more
than 6% of revenue, and almost 60% of programs are sole source.  A
significant portion of CPI's products are consumable, resulting in
a steady stream of generally higher-margin aftermarket sales,
which account for approximately 50% of total revenue.  The
company's market segments have mixed outlooks.  Growth in the
medical market is likely to remain robust, but military sales will
be largely flat.  The long-term trends in the satellite
communications markets are favorable, but demand can be uneven.  
Overall revenue growth is likely to be modest in the 3%-5% range.
     
Modest earnings growth and debt repayment from excess cash flows
should result in a steadily improving financial profile.  S&P
could raise the ratings if funds from operations to debt increases
to above 20% and debt to EBITDA declines below 3x in 2009 and
these improvements are likely to be maintained.  If credit
protection measures do not improve as expected or deteriorate
because of lower cash generation, weaker profitability, or
acquisitions, S&P could revise the outlook to stable.


COUNTRYWIDE FINANCIAL: BofA Still to Decide on $40BB Assumed Debt
-----------------------------------------------------------------
Bank of America Corp. still has not made any decision about
whether it would guarantee Countrywide Financial Corp.'s
$40 billion outstanding debt, Reuters reports.

Bondholders have been expecting BofA's declaration on how it woud
treat the outstanding debt after it completed its purchase of
Countrywide last week for $2.5 billion.  Reuters relates that
BofA's regulatory filing this week did not disclose any
guarantees, but the organization structure in the filing implies
that these bondholders will be repaid, according to David Hendler,
a CreditSights analyst.

Mr. Hendler adds that Countrywide's credit facilities were already
repaid and its indebtedness, including subordinated notes,
preferred stock, and convertible securities, have assumed by a
BofA subsidiary.  "Our view continues to be that BofA will
ultimately honor the outstanding indebtedness from (old)
Countrywide, based on our discussion with the company following
this filing, as well as our prior analysis," Reuters quotes Mr.
Hendler as saying.
                      About Bank of America

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

                   About Countrywide Financial

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

                          *     *     *

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

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


COUNTRYWIDE FINANCIAL: BofA to Rework $40 Bil. in Mortgage Loans
----------------------------------------------------------------
Bank of America Corp. will rework $40 billion of home mortgage
loans over a period of two years to keep more than 200,000
families in their homes, Bloomberg News cites BofA CEO Kenneth
Lewis.

Mr. Lewis said BofA will do this without resorting to cutting
dividends or raising cash, Bloomberg relates.  BofA completed its
$2.5 billion acquisition of Countrywide Financial Corp. last week.

"Our goal is to keep as many families in their homes as possible.
. . .  [We] see no reason to cut the dividend and no reason to
raise any more capital," Bloomberg quotes Mr. Lewis as saying.

As reported in the Troubled Company Reporter on July 2, 2008, BofA
also intends to eliminate around 7,500 positions as part of the
acquisition.  The reductions will take place throughout the
country within the next two years.

                      About Bank of America

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

                   About Countrywide Financial

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

                          *     *     *

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

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


CPI INTERNATIONAL: S&P Holds 'B+' Rating, Revises Outlook to Pos.
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on Communications & Power
Industries Inc. and its parent, CPI International Inc.  The
outlook on both entities was revised to positive from stable.
      
"The outlook revision reflects expectations of improving credit
protection measures in 2009 because of likely debt reduction and
increasing operating margins," said Standard & Poor's credit
analyst Christopher DeNicolo.  Debt leverage, which had been high
because of the company's LBO in 2003 and subsequent debt-financed
dividends, has declined to below 4x following debt reduction using
the proceeds from an IPO in 2006 and internal cash flows.  Excess
free cash flows are likely to continue to be used for debt
reduction, resulting in debt to EBITDA below 3x in fiscal 2009
(ending Sept. 30, 2009).

Operating margins have deteriorated somewhat in 2008 because of
delays in certain defense orders, lower margins at an acquired
company, and a higher portion of development work, but are still
good at about 18%.  Lower debt levels and some improvement in
margins in 2009 should result in funds from operations to debt of
about 20% and EBITDA interest coverage of close to 5x.
     
The ratings on CPI and CPI International reflect an aggressive
financial profile and modest scope of operations, offset somewhat
by leading positions in niche markets.  The company is a leading
provider of vacuum electron devices used in commercial and defense
applications requiring high-power and/or high-frequency power
generation.  VEDs are used in radar, electronic warfare, satellite
communications, and certain medical, industrial, and scientific
applications.  In 2007, the company acquired Malibu Research
Associates Inc., which designs and manufactures advanced antenna
systems for radars and data links.
     
CPI is first or second in all of the markets in which it competes.   
Program diversity is good, with no one program accounting for more
than 6% of revenue, and almost 60% of programs are sole source.  A
significant portion of CPI's products are consumable, resulting in
a steady stream of generally higher-margin aftermarket sales,
which account for approximately 50% of total revenue.  The
company's market segments have mixed outlooks.  Growth in the
medical market is likely to remain robust, but military sales will
be largely flat.  The long-term trends in the satellite
communications markets are favorable, but demand can be uneven.  
Overall revenue growth is likely to be modest in the 3%-5% range.
     
Modest earnings growth and debt repayment from excess cash flows
should result in a steadily improving financial profile.  S&P
could raise the ratings if funds from operations to debt increases
to above 20% and debt to EBITDA declines below 3x in 2009 and
these improvements are likely to be maintained.  If credit
protection measures do not improve as expected or deteriorate
because of lower cash generation, weaker profitability, or
acquisitions, S&P could revise the outlook to stable.


CURRY FLOUR: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Curry Flour Mills, Inc.
             93 Plymouth Circle
             Hershey, PA 17033

Bankruptcy Case No.: 08-02426

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Seavers & Seavers Partnership              08-02427

Type of Business: The Debtors manufactures grain mill products.

Chapter 11 Petition Date: July 8, 2008

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D France

Debtors' Counsel: Robert E. Chernicoff, Esq.
                   (rec@cclawpc.com)
                  Cunningham and Chernicoff PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

           http://bankrupt.com/misc/pennmb08-02426.pdf


CYBER DIGITAL: Blanchfield Kober Expresses Going Concern Doubt
--------------------------------------------------------------
Blanchfield, Kober & Company, P.C., in Hauppauge, N.Y., raised
substantial doubt about the ability of Cyber Digital, Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended March 31, 2008.  The
auditor pointed to the company’s recurring losses from operations.

The company posted a net loss of $1,762,446 on net sales of
$3,863,840 for the year ended March 31, 2008, as compared with a
net loss of $932,643 on zero sales in the prior year.

At March 31, 2008, the company's consolidated balance sheet showed
$3,119,407 in total assets and $6,842,680 in total liabilities,
resulting in $3,723,273 stockholders' deficit.  

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $1,341,815 in total current assets
available to pay $5,520,610 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?2f10

                        About Cyber Digital

Cyber Digital, Inc., (CYBD.OB)-- http://www.cyberdigitalinc.com/
-- designs, develops, manufactures, and markets digital switching,
Internet, and networking systems that enable simultaneous
communication of voice and data to a large number of users.  It
offers a range of distributed digital switching systems for
digital telecommunications applications and networks, which
includes Cyber Distributed Central Office (CDCO) designed to
provide digital voice communications to subscribers in densely
populated urban areas; and Cyber Tandem Exchange, an intercity
exchange for long distance voice and data trunk services, as well
as a regional trunk exchange connecting to various local CDCO
exchanges.  In addition, the company offers Cyber Rural Exchange,
a small distributed Class 5 central office exchange, primarily
intended for rural, remote, or community telephone applications;
and Cyber Switch Exchange, a digital switching system designed for
use as a private branch exchange for offices, universities,
hospitals, and other large organizations.


DIABLO GRANDE: Hearing on $25 Million Sale Scheduled Today
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
is set to convene a hearing today, July 10, 2008, to consider the
approval of Diablo Grande LP's sale to a real estate company in
Pismo Beach, California, The Associated Press says.

The undisclosed buyer offered to acquire the Debtor's $25 million,
and assume debts, AP relates.

The Troubled Company Reporter said on April 2, 2008, that Diablo
Grande indicated plans to sell the bankrupt resort to a buyer
willing to continue the development.  Several parties have
expressed interest in buying the resort including those from
Canada, Diablo Grande vice president Dwain Sanders said.

The TCR said that the property has been marketed for more than a
year for at least $150 million.  Two parties have abandoned their
purchase deals with the Debtor after analysis of the Debtor's
assets and situation.

Patterson, California-based Diablo Grande LP owns 33,000-acre real
property and runs a resort hotel with golf courses and convention
center.  Diablo Grande LP's general partner is Diablo Grande Inc.
with Donald Panoz as president.  It filed for chapter 11
protection on March 10, 2008 (Bankr. E.D. Calif. Case No. 08-
90365).  Judge Robert S. Bardwil is presiding the case.  Michael
H. Ahrens, Esq., represents the Debtor in its restructuring
efforts.  When the Debtor filed for bankruptcy, it listed asset
and debts between $50 million and $100 million.  The Debtor did
not file a list of its largest unsecured creditors.

                       
DISTRIBUTION FINANCIAL: S&P Cuts Rating on Class D Notes to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
D notes from Distribution Financial Services RV/Marine Trust
2001-1 to 'B-' from 'B'.  At the same time, S&P affirmed its
ratings on the class A-5, B, and C notes.
     
The downgrade of the class D notes reflects the higher-than-
expected loss level and erosion of credit enhancement.  The class
D notes rely on excess spread and funds from a reserve account for
credit enhancement.  As of the June 2008 payment date, this deal
had a pool factor of 10.53% and had experienced cumulative net
losses of 3.6%, which is above the original expected cumulative
net losses of 2.25%.  The required reserve account balance is
0.75% of the initial pool balance, but the reserve account has not
been fully funded for 43 consecutive months.  Currently, the
reserve account balance is $1,441,612, which is slightly more than
one-third of the required amount of $3,971,004.
     
The affirmations reflect adequate credit enhancement coverage to
support the ratings at their current levels.  In addition, the
more senior notes benefit from a sequential payment structure.  As
such, subordination for these notes will continue to grow as a
percentage of the current pool balance as the pool amortizes.  The
transaction allows the payment structure to switch to pro rata at
month 50 unless a trigger is breached.  Because the trigger that
requires the reserve account to be fully funded at its target
level has been breached, the payment structure has remained
sequential to date.  S&P do not expect the transaction to generate
enough excess cash to build the reserve account to the target
level, and it is unlikely that the payment structure will switch
to pro rata.
     
Standard & Poor's expects that the remaining credit support will
be sufficient to support the notes at the affirmed and lowered
rating levels.
  
                           Rating Lowered

       Distribution Financial Services RV/Marine Trust 2001-1

                                         Rating
                                         ------
                 Class               To        From
                 -----               --        ----
                  D                   B-        B

                           Ratings Affirmed

       Distribution Financial Services RV/Marine Trust 2001-1

                     Class               Rating
                     -----               ------
                     A-5                 AAA
                     B                   AAA
                     C                   AA+


DUNE ENERGY: To Sell Barnett Shale Properties for $41.5 Million
---------------------------------------------------------------
Dune Energy, Inc. signed a Purchase and Sale Agreement to sell its
Barnett Shale assets located in Denton and Wise Counties, Texas,
for $41.5 million.  BMO Capital Markets rendered a fairness
opinion to Dune's Board of Directors on this transaction.  The
effective date of the sale will be May 1, 2008, with the closing
expected to occur on or before July 31, 2008.

As of Dec. 31, 2007, Dune's Barnett Shale proved developed
reserves totaled 19.3 Bcfe in 35 producing wells, plus 6 wells
with behind pipe pay awaiting fracture stimulation.  An additional
13 proved developed locations contained an estimated 14.1 Bcfe of
net reserves.

The Barnett Shale reserves represents approximately 19% of Dune's
total proved reserves, but only 6.8% of Dune's year end 2007 SEC
Present Value discounted at 10%.  First quarter 2008 revenue
attributable to Dune's Barnett Shale operations totaled $7.64 per
Mcfe, while expenses were $4.36 per Mcfe.  In sharp contrast,
Dune's Gulf Coast operations yielded revenue of $12.14 per Mcfe,
while costs totaled $4.14 per Mcfe.  Reflecting the preceding,
operating profit for the Barnett Shale and Gulf Coast were $3.28
and $8.00 per Mcfe, respectively.

The disposition of the Barnett Shale properties will allow Dune to
focus on the substantially higher rates of return generated by its
Gulf Coast fields, the majority of which were acquired last year.  
Proceeds from the sale, after customary purchase price
adjustments, will be utilized to eliminate borrowings currently
outstanding under Dune's revolver, and for general working
capital.

Proforma for the sale, Dune's proved reserves will consist of 60%
natural gas and 40% oil.  For the remainder of 2008, the Company
will continue its active exploitation program in its Gulf Coast
fields, concentrating on numerous workovers and low to moderate
risk drilling designed to ramp production and cash flow.  Dune
fully expects that it will replace the production lost stemming
from the sale of its Barnett Shale assets, with fourth quarter
volumes to exceed current levels.  Therefore, Dune's annual
production guidance given at the end of the first quarter of 2008
totaling approximately 15 Bcfe, remains unchanged.  Second quarter
production is anticipated to average approximately 40 MMcfe/day.

With upgrades and repairs now completed, the company will resume
its 2007 drilling program at Garden Island Bay this month.  In
addition, given the excellent results from an initial well at
Chocolate Bayou, Dune plans to spud a second well in the field in
September.  Management is quite pleased with the ongoing
evaluation of the depth migrated 3-D data set at our highly
prospective Bayou Couba field, with a high impact exploratory well
likely to spud prior to the end of this year.  New and reprocessed
3-D data are in various stages of evaluation at Dune's Garden
Island Bay and Leeville salt domes, with the expectation of
additional high impact exploratory wells to be proposed in 2009.

"The disposition of the Barnett Shale assets represents a turning
point in Dune's overall corporate strategy, which is designed to
enhance shareholder value via a concentrated focus on the
exploration and development of our superior portfolio of Gulf
Coast properties," James A. Watt, Chief Executive Officer and
President, stated.  

"Our Gulf Coast properties, as we demonstrated during 2007, allow
the Company to benefit from solid reserve replacement at a much
higher rate of return and lower operating costs.  This will be our
focus moving forward.  The management and Board of Directors are
redoubling our effort to build shareholder value."

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

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

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

                          *     *     *

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


ELECTRO-CHEMICAL: O'Shaughnessy's $5MM Bid Wins Patent Auction
--------------------------------------------------------------
Electro-Chemical Technologies Ltd. disclosed that the auction of
nine of its United States patents in the field of "electrochemical
activation of water" has been completed and approved by the U.S.
Bankruptcy Court for the Eastern District of Missouri.

The auction process was disclosed on May 14, 2008.  

The successful bidders in the auction, John and Cheryl
O'Shaughnessy, submitted a final bid of $4,830,000 for the
purchase of the patent portfolio.

The entire amount of the $4,830,000 purchase price will be paid in
cash.  The bid was approved by the Bankruptcy Court, and closing
of the purchase and sale of the patent portfolio is expected to
occur on or prior to July 15, 2008.

               About Electro-Chemical Technologies

Based in Saint Louis, Missouri, Electro-Chemical Technologies Ltd.
(Pink Sheets: ELCHQ) -- http://www.ectltd.net/-- fka RSCECAT USA  
Inc. sells technologically advanced electrochemical activation
devices.

The Debtor filed for Chapter 11 protection on Feb. 19, 2008,
(Bankr. E.D. Mo. Case No.: 08-41098) Steven Goldstein, Esq. at
Goldstein & Pressman P.C. represents the Debtor in its
restructuring efforts.  The Debtor listed total assets of $55 and
total debts of $4,023,223.


ELITE PHARMA: Miller Ellin Expresses Going Concern Doubt
--------------------------------------------------------
Miller, Ellin & Company, LLP raised substantial doubt about the
ability of Elite Pharmaceuticals, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended March 31, 2008.  The auditor pointed to the
company’s significant losses and negative cash flows, which
resulted in decreased capital and accumulated deficits.

                      Management Statement

The company continues to require additional financing to ensure
that it will be able to meet its expenditures to develop and
commercialize its products.  As of March 31, 2008, the company had
cash and cash equivalents of $3.7 million.  The management
believes that the company’s existing cash and cash equivalents
will be sufficient to fund its anticipated operating expenses and
capital requirements until Sept. 30, 2008.  The company will
require additional funding to continue its research and
development programs, including clinical testing of its product
candidates and for operating expenses and to pursue regulatory
approvals for its product candidates.

Other than ELI-154, which is in Phase III clinical development and
ELI-216, which is in Phase III clinical development, the company’s
three other product candidates are still at an early stage of
development.   The company does not have any products that are
commercially available other than Lodrane 24(R) and Lodrane
24D(R).  the company will need to perform additional development
work for all of its product candidates in the pipeline before it
can seek the regulatory approvals necessary to begin commercial
sales.

                       Subsequent Events

On April 14, 2008, the company entered into a consulting agreement
with New Castle Consulting, LLC, whereby New Castle is to provide
consulting services to the company for a six-month term.  For its
services New Castle will receive $8,000 per month in addition to
125,000 shares of the Company's restricted Common Stock.

On April 24, 2008, the Board of Directors of the Company appointed
Dr. Stuart Apfel to be the company's chief scientific officer,
effective immediately, and accepted the resignation of Dr.
Veerappan Subramanian as the company's acting chief scientific
officer.  Dr. Apfel will continue his duties as the company's
chief medical officer.  The existing employment agreement between
Dr. Apfel and the company shall continue and not be modified in
any was as a result of this new appointment.

On April 14, 2008, a holder of 872 shares of Series C 8% Preferred
Stock converted 87 shares into 37,745 shares of common stock.  The
same holder converted an additional 87 shares into 38,427 shares
of Common Stock on May 4, 2008.  All accrued dividends were paid
through dates of conversion.

On June 26, 2008, at the annual meeting of the stockholders of the
company, the stockholders approved an amendment to the company's
Certificate of Incorporation to increase the number of authorized
shares of common stock from 65,000,000 shares to 150,000,000
shares and an amendment to the company's Stock Option Plan to
increase the number of shares of common stock reserved for
issuance under the Stock Option Plan from 7,000,000 shares to
10,000,000 shares.

                        Financials

The company posted net loss of $13,893,060 on total revenues of
$1,413,119 for the year ended March 31, 2008, as compared with a
net loss of $11,803,512 on total revenues of $1,143,841 in the
prior year.

At March 31, 2008, the company's balance sheet showed $15,310,270
in total assets, $4,760,949 in total liabilities, and $10,549,321
in total stockholders' equity.  

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?2f12

               About Elite Pharmaceuticals

Headquartered in Northvale, New Jersey, Elite Pharmaceuticals,
Inc., (AMEX: ELI) -- http://www.elitepharma.com/-- is a specialty   
pharmaceutical company principally engaged in the development and
manufacture of oral, controlled release products.  The company has
two products, Lodrane 24(R) and Lodrane 24D(R), currently being
sold commercially, and a pipeline of seven drug candidates under
development in the therapeutic areas that include pain management,
allergy and infection.


ELROY PROSCH: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Elroy G. Prosch
        3540 NE 119th St
        Portland, OR 97220

Bankruptcy Case No.: 08-33339

Chapter 11 Petition Date: July 8, 2008

Court: District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Tara J. Schleicher, Esq.
                  (tschleicher@fwwlaw.com)
                  121 Southwest Morrison #600
                  Portland, OR 97204
                  Tel: (503) 228-6044

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A list of the Debtor's unsecured creditors is available for free
at http://bankrupt.com/misc/or08-33339.pdf


ESTATE FINANCIAL: Names M.F. Reiss as CEO After Execs Left Posts
----------------------------------------------------------------
Officials of bankrupt Estate Financial Inc. left their posts a
week following a filing of chapter 11 involuntary petition by
investors and developers, Melanie Cleveland writes for the San
Luis Obispo.

M. Freddie Reiss, senior managing director of FTI Consulting was
appointed as new chief executive officer, the report says.

Bankruptcy attorney, David Gould, Esq. is the Debtor's new
manager, the report relates, citing Bill Beall, Esq., legal
counsel to the Debtor.

Former president Karen Guth, who had blamed the real estate market
crisis and had promised to help the company recover, refused to
comment, the report states.

San Luis Obispo notes that a year ago, Ms. Guth and son, former
vice president Joshua Yaguda, informed about 1,600 investors that
Estate Financial was financially troubled.  At the investors'
behest, a San Luis Obispo superior court judge directed Hanno
Powell, Esq. to evaluate the Debtor's financial standing and froze
most of the Debtor's operations, the report notes.

On June 25, 2008, creditors filed the involuntary chapter 11
petition against the Debtor, the report relates.  The report
reveals that Ms. Guth and Mr. Yaguda filed a bankruptcy petition
on July 1, 2008, on behalf of the Debtor.

Mr. Beall said that Ms. Guth might be attempting to override the
involuntary petition with a voluntary filing, the report states.  
The voluntary filing stops Mr. Powell from completing his probe on
the Debtor's records, Mr. Beall added, the report relates.

San Luis Obispo attorney, Roger Frederickson, Esq., wants to place
the Debtor under receivership and might move to reinstate Mr.
Powell, the report adds.

                       About Estate Financial

Five creditors of Paso Robles, California-based Estate Financial
Inc. filed an involuntary chapter 11 petition against the Debtor
on June 25, 2008 (Bankr. C.D. Calif. Case Number 08-11457).  Judge
Robin Riblet presides over the case. Martin J Brill, Esq.,
represents the petitioners. Petitioner Steve Gardality asserted a
claim of $6,269,768.


FLIGHT SAFETY: Appealing AMEX' Determination to Delist Securities
-----------------------------------------------------------------
Flight Safety Technologies Inc. decided to exercise its right to
appeal the Amex delisting decision and has requested a hearing
before a committee of the Amex.

On July 3, 2008, the company received notice from the American
Stock Exchange that, based on the recent Amex status review of the
company's plan to regain compliance with certain Amex continued
listing standards, the Amex has determined it is appropriate for
it to initiate delisting of the company's securities from the
Amex.

There can be no assurance the company's request for continued
listing will be granted as a result of such appeal or otherwise.

The company originally was notified by the Amex on Oct. 12, 2007,
that the company no longer complied with the Amex's continued
listing standards due to shareholder's equity of less than $4
million and net losses in three of its four most recent fiscal
years as set forth in Section 1003(a)(ii) of the Amex Company
Guide, and that its securities would, therefore, be delisted from
the Amex if the company did not show periodic progress in
performing the plan of compliance the Amex accepted from the
company on Feb. 1, 2008.

The company is continuing to pursue various arrangements to fund
its technologies and enhance its financial condition but there can
be no assurance as to whether or when the company will complete
any such arrangements or the impact of such arrangements on the
company.

               About Flight Safety Technologies Inc.

Based in Mystic, Connecticut, Flight Safety Technologies Inc. --
http://www.flysafetech.com/-- (AMEX:FLT) is engaged in developing  
technologies that enhances aviation safety and efficiency.  These
technologies include Aircraft Wake Safety Management, Sensor for
Optically Characterizing Ring-eddy Atmospheric Turbulence
Emanating Sound, Universal Collision Obviation and Reduced Near-
Miss and Tactical Integrated Illumination Countermeasure
Technology.


FRONTIER AIRLINES: Wants Lease Decision Period Extended to Nov. 6
-----------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
the period within which they may assume or reject unexpired non-
residential real property leases to Nov. 6, 2008.

Section 365(d)(4) of the Bankruptcy Code provides that if a
trustee or lessor does not assume or reject an unexpired lease by
the earlier of (i) 120 days after the date of the Order, or (ii)
the date of the entry of an order confirming a plan, the Court
may extend the period prior to the expiration of the 120-day
period, for 90 days on the request of the lessor for cause.

Given the size and complexity of Debtors' Chapter 11 cases, the
initial 120-day period under Section 365(d)(4) of the Bankruptcy
Code will not provide enough time for the Debtors to identify and
consider the value of their many Leases, Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, in New York, maintains.

Mr. Huebner relates that the Debtors have a significant number of
Leases throughout the United States, in Canada, and in Mexico
that require a significant expenditure of capital to maintain,
and are integral to their operations.  Moreover, to consider the
value of certain Leases is critical to the retaining of the
Debtors' financial, operational and network, and fleet planning
flexibility, he maintains.

Therefore, Mr. Huebner continues, it is imperative to the
Debtors' ability to successfully reorganize to carefully
identify, analyze and evaluate each of the Leases in order to
make informed decisions about whether to assume or reject them.

Absent a 90-day extension of the Lease Decision Period, the
Debtors could be severely prejudiced, as they might be forced to
prematurely assume economically unnecessary Leases, which would
lead to administrative claims against their estates when the
Leases are deemed unhelpful to their reorganization, Mr. Huebner
tells the Court.

Conversely, if the Debtors prematurely reject Leases, or are
deemed to reject Leases by operation of Section 365(d)(4) of the
Bankruptcy Code, they would be relinquishing property interests
that could later prove important to their reorganization, he
says.

Mr. Huebner notes that lessors under the Leases will not be
prejudiced because the Debtors' requested extension is only for
90 days, and any additional extensions will require the consent
of the Lessor pursuant to Section 365(d)(4)(B)(ii) of the
Bankruptcy Code.

Furthermore, any lessor under a Lease would retain the right to
request the Court to set an earlier date by which the Debtors
must make the decision to assume or reject the Lease, he says.

                About Frontier Airlines Inc.

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

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

(Frontier Airlines Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


FRONTIER AIRLINES: Wants Plan Filing Date Extended to Feb. 2009
---------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
their Exclusive Plan Filing Period by 180 days to Feb. 4, 2009,
and their Exclusive Solicitation Period to April 6, 2009.

Section 1121(b) of the Bankruptcy Code provides for an initial
120-day period after the bankruptcy filing date during which the
Debtors have the exclusive right to file a Chapter 11 plan.  
Section 1121(c)(3) provides that, if a debtor proposes a plan
within the exclusive filing period, it has a period of 180 days
after the bankruptcy filing  to obtain acceptances of the plan.

The Exclusive Periods are intended to afford Chapter 11 debtors a
full and fair opportunity to propose a consensual reorganization
plan and solicit acceptances of it without the deterioration and
disruption of their business that might be caused by the filing
of competing plans by non-debtor parties.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
relates that the Debtors filed for Chapter 11 protection on an
expedited basis and with little time for advance preparation.  
Accordingly, the Debtors need more time to stabilize and lay the
groundwork of an effective plan and its accompanying disclosure
statement containing adequate information, he says.

Allowing the Exclusive Periods to terminate at a premature point
would defeat the development of a consensual plan, which is a
primary purpose under Section 1121 of the Bankruptcy Code,
Mr. Huebner maintains, citing In re Mid-State Raceway Inc., 323
B.R. 63, 68 (Bankr. N.D.N.Y. 2005).

Since the bankruptcy filing, the Debtors have worked to stabilize
their businesses and reassure customers, suppliers and employees,
including, among other things:

   -- analyzing their fleet, preparing to make and making
      elections and payments with respect to Section 1110(a) of
      the Bankruptcy Code, for their entire fleet and spare parts
      credit facility;

   -- entering into stipulations with various aircraft
      counterparties;

   -- completing the sale of several aircraft;

   -- beginning the process of analyzing various leases and
      executory contracts to identify those that are beneficial
      to the Debtors' estates and seeking to reject those that
      are not;

   -- negotiating and filing stipulations and other consensual
      requests with respect to the Debtors' relationships with
      their primary depositary bank and the International Air
      Traffic Association, among others;

   -- negotiating consensual resolutions to automatic stay issues
      related to numerous suppliers; and

   -- addressing a multitude of creditor, supplier and customer
      inquiries.

Mr. Huebner adds that although the Debtors' developing business
plan is a work in progress and will continue to evolve, they have
been engaged with, and have made multiple formal and informal
presentations of their business plan to, the Official Committee
of Unsecured Creditors and its advisors.

The Debtors have sufficient liquidity to pay their bankruptcy
debts; thus, warranting an extension of their Exclusive Periods
that will not jeopardize the rights of bankruptcy creditors,
Mr. Huebner notes.

Specifically, Mr. Huebner says, an extension of the Debtors'
Exclusive Periods will enable them to:

   (a) continue to refine their business model to deliver both a
       more efficient cost structure and future revenue growth so
       that they can compete effectively within the commercial
       passenger aviation industry;

   (b) further implement specific restructuring initiatives,
       including the rationalization of their route structure and
       aircraft fleet;

   (c) finalize and file their schedules of assets and
       liabilities, income and expenditures, and executory
       contracts and unexpired leases, and statements of
       financial affairs;

   (d) complete their work with various potential liquidity
       providers to secure adequate liquidity both during and
       upon emergence from Chapter 11; and

   (e) develop a plan of reorganization reflecting their
       restructuring initiatives.

Rather than as a negotiation tactic or as a means of maintaining
leverage over creditors whose interests may be harmed, the
Debtors seek the extension of their Exclusive Periods to give
themselves sufficient time to develop a plan of reorganization
that maximizes creditor recoveries, Mr. Huebner assures the
Court.

                About Frontier Airlines Inc.

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

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

(Frontier Airlines Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


GALAXY NUTRITIONAL: Cross Fernandez Expresses Going Concern Doubt
-----------------------------------------------------------------
Orlando-based Cross, Fernandez & Riley, LLP, raised substantial
doubt about the ability of Galaxy Nutritional Foods, Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended March 31, 2008.  

The auditor stated that the company may be required to pay its
convertible note and accrued interest thereon on Oct. 19, 2008,
which may leave it with insufficient cash funds to continue
operations.

                     Convertible Note

Pursuant to a Note Purchase Agreement dated July 19, 2006, the
company issued a new unsecured convertible note for $2,685,104 to
Mr. Frederick DeLuca.  The proceeds from the convertible note were
used to repay or refinance $2,400,000 in notes that matured on
June 15, 2006, and a $285,104 registration rights penalty owed to
Mr. DeLuca.  The convertible note accrues interest at 12.5% per
annum.  No interest or principal payments are required under the
convertible note until its maturity.  Principal, together with any
accrued and unpaid interest, on the convertible note is
convertible at any time prior to payment into shares of the
company’s common stock at a conversion price of $0.35 per share.  
The closing market price of the company’s common stock as quoted
on the OTC Bulletin Board on July 19, 2006, was $0.28.  As
additional consideration for making the loan, the company issued
Mr. DeLuca a warrant to purchase up to 200,000 shares of its
common stock at an exercise price equal to $0.35 per share.  The
warrant is fully vested and can be exercised on or before the
expiration date of July 19, 2009.  In July 2006, the company
recorded the $18,000 fair value of the Warrant as a discount to
debt that is being amortized to interest expense from July 2006
through October 2007.

Pursuant to a Note Modification Agreement dated March 14, 2007,
Galaxy and Mr. DeLuca agreed to extend the maturity date of the
convertible note from October 19, 2007 to October 19, 2008.  All
other terms of the convertible note remain the same.

As a result of the convertible features of the convertible note,
Mr. DeLuca’s ownership in Galaxy may increase from around 23% to
nearly 52% by October 2008.  The calculation of ownership assumes,
among other things, that Mr. DeLuca converts the entire amount of
principal and all accrued interest on the convertible note through
October 19, 2008, into an aggregate of 9,861,364 shares and
exercises all of his currently outstanding warrants into 500,000
shares of the company’s common stock.  Unless the market price of
the company’s common stock increases between now and October 19,
2008, it is unlikely that Mr. DeLuca would choose to convert the
convertible note and accrued interest thereon at his conversion
price of $0.35 per share.  If Mr. DeLuca does not choose to
convert this convertible note into stock and does not extend the
maturity date, the company will be required to pay principal plus
accrued interest thereon in the amount of $3,451,478 on Oct. 19,
2008.

                    Management Statement

With its current cash balances and the ability to borrow
additional funds on its Commercial Finance Agreement, the
management believes that the company currently has the ability to
repay the convertible note and the accrued interest thereon by
Oct. 19, 2008.  However, the payment of the entire balance would
likely seriously and adversely impact its liquidity and put a cash
strain on the company without additional financing.  Management is
currently in discussions with Mr. DeLuca regarding options to
extend the maturity date, refinance and/or convert all or a
portion of the convertible note and accrued interest thereon into
equity at a lower conversion price on or before its maturity on
October 19, 2008.

                         Financials

The company posted net income of $1,338,855 on net sales of
$25,190,600 for the year ended March 31, 2008, as compared with
net income of $146,498 on net sales of $27,162,110 in the prior
year.

At March 31, 2008, the company's balance sheet showed $4,756,863
in total assets and $5,389,562 in total liabilities, resulting in
$632,699 stockholders' deficit.  

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $4,622,729 in total current assets
available to pay $5,389,562 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?2f0e

                  About Galaxy Nutritional

headquartered in Orlando, Florida, Galaxy Nutritional Foods, Inc.
(OTCBB: GXYF) -- http://www.galaxyfoods.com/-- develops and   
globally markets plant-based cheese and dairy alternatives, as
well as processed organic cheese and cheese food to grocery and
natural foods retailers, mass merchandisers and foodservice
accounts.  Veggie, the leading brand in the grocery cheese
alternative category and the Company's top selling product group,
is primarily merchandised in the produce section and provides
calcium and protein without cholesterol, saturated fat or trans-
fat.  Other popular brands include: Rice, Veggy, Vegan, and
Wholesome Valley. Galaxy Nutritional Foods, Inc. is dedicated to
developing nutritious products to meet the taste and dietary needs
of today's increasingly health conscious consumer.


GINN-LA CS BORROWER: Moody's Junks CFR on Loan Payment Default
--------------------------------------------------------------
Moody's Investors Service lowered the corporate family rating of
Ginn-LA CS Borrower, LLC to Ca from Caa3 and its probability of
default rating to D from Caa3 in light of the company's failure to
make its required June 30, 2008 interest and principal payments
within five business days of the payment due date.  Ginn has
reached a 30-day forbearance agreement and is actively negotiating
with lenders.

These rating actions were taken:

  -- Probability of default rating lowered to D from Caa3;
  -- Corporate family rating lowered to Ca from Caa3;

  -- Rating on 1st lien bank credit facility lowered to Caa3
     (LGD3, 39%) from Caa2 (LGD3, 40%); and

  -- Rating on 2nd lien bank credit facility changed to Ca (LGD6,
     90%) from Ca (LGD6, 91%).

Ginn-LA CS Borrower, LLC was formed in 2006 by affiliates of
Lubert Adler funds and the Ginn Companies to acquire and develop
four resort or private club projects in Grand Bahama Island,
Naples and Port St. Lucie, Florida and Boone, North Carolina.


GMAC COMMERCIAL: Fitch Lowers Rating on $25.3MM Loan to 'CC/DR3'
----------------------------------------------------------------
Fitch downgraded GMAC Commercial Mortgage Securities, Inc., series
1998-C2 as:

  -- $25.3 million class L to 'CC/DR3' from 'CCC/DR1'.

In addition, Fitch upgraded these classes:

  -- $88.6 million class F to 'AAA' from 'AA+';
  -- $44.3 million class G to 'A' from 'A-'.

Fitch also affirmed these classes:

  -- $202.4 million class A-2 at 'AAA';
  -- Interest Only class X at 'AAA';
  -- $126.5 million class B at 'AAA';
  -- $113.9 million class C at 'AAA';
  -- $164.5 million class D at 'AAA';
  -- $38 million class E at 'AAA';
  -- $19.0 million class H at 'BBB-';
  -- $19.0 million class J at 'BB+';
  -- $19.0 million class K at 'BB-';

The $14.9 million class M remains at 'C/DR6'.  Class A-1 has paid
in full.

The downgrade is the result of an increase in specially serviced
assets and loss expectations since Fitch's last rating action.  
The upgrades of class F and class G are the result of additional
credit enhancement due to significant pay down.  As of the June
2008 distribution date, the transaction's principal balance
decreased 65.4% to $875.1 million compared to $2.53 billion at
issuance.  A total of thirty-one loans (22.5%) have defeased.

Fitch has identified twenty Loans of Concern (7.7%), which
includes nine specially serviced assets (4.8%) with significant
losses anticipated.  The largest Fitch Loan of Concern (1.0%), is
specially serviced, and is secured by a multifamily property in
foreclosure located in Saline, Michigan.  The property is
currently for sale with losses expected upon liquidation.  The
second largest specially serviced asset (0.6%) is a retail
property located in Indianapolis, Indiana.  The loan is past its
scheduled May 2008 maturity.

As of the June remittance, two shadow rated loans (27%) remained
in the pool.  The largest is the largest loan in the pool, the
OPERS Factory Outlet Portfolio (10.1%), which has paid in full.

The second investment grade shadow rated loan, South Towne Center
& Marketplace (3.7%), has shown stable since issuance.  Reported
YE 2007 occupancy was 99.6%.  The loan has an anticipated
repayment date of August 2008.

Fitch continues to monitor upcoming maturities, with 33.8% of the
pool with a 2008 scheduled maturity (21.5% of the non-defeased
loans).  These loans have a weighted average coupon of 7.23% and
8.4% are designated as Fitch Loans of Concern.


GOODY'S FAMILY: Taps Skadded Arps as Bankruptcy Counsel
-------------------------------------------------------
Goody's Family Clothing Inc. and its debtor-affiliates ask
permission from the United States Bankruptcy Court for the
District of Delaware to employ Skadden, Arps, Slate, Meagher &
Flom LLP as their bankruptcy counsel.

Separately, the Debtors seek the Court's authority to employ Bass,
Berry & Sims PLC as bankruptcy co-counsel, and FTI Consulting Inc.
as financial advisors.

Skadded Arps will:

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

   b) attend meetings and negotiating with representatives of
      creditors and other parties in interest and advise and
      consult on the conduct of the cases, including all of the
      legal and administrative requirements of operating in
      Chapter 11;

   c) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      behalf of the Debtor's estates, the defense of any actions
      commenced against those estates, negotiations concerning
      litigation in which the Debtors may be involved and
      objections to claims filed against the estates;

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

   e) prepare and negotiate on the Debtors' behalf plan(s) of
      reorganization, disclosure statement, and all related  
      agreements and documents and take any necessary action on
      behalf of the Debtors to obtain confirmation of the plan(s);

   f) advise the Debtors in connection with any sale of assets;

   g) perform other necessary legal services and provide other
      necessary legal advice to the Debtors in connection with
      these Chapter 11 cases; and

   h) appear before the Court, any appellate courts, and the U.S.
      Trustee and protecting the interest of the Debtors' estates
      before the Courts and the U.S. Trustee.

The firms' professionals and their compensation rates are:

      Designations                Hourly Rates
      ------------                ------------
      Partner and Of Counsel        $680-$950
      Counsel/Special Counsel       $640-$765
      Associates                    $340-$625
      Legal Assistants              $170-$265

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

                      About Goody's Family

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

The company and 19 of its affiliates filed for Chapter 11
protection on June 9, 2008 (Bankr. D. Del. Lead Case No.08-11133).  
The U.S. Trustee for Region 3 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors.  When the Debtors
filed for protection against their creditors, they listed assets
and debts between $100 million and $500 million.

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


GREYSTONE ON: Wants to Employ Foley et al. as Bankuptcy Counsels
----------------------------------------------------------------
Greystone On Payette, LLC, asks permission from the United States
Bankruptcy Court for the District of Idaho to employ Howard R.
Foley, Esq., Patrick J. Geile, Esq.,and Timothy S. Callender,
Esq., all of the law firm of Foley Freeman, PLLC, as its
bankruptcy counsels.

As the Debtor's bankruptcy counsel, Messrs. Foley, Geile, and
Callender, will give legal advise to the Debtor with respect to
its powers and duties in the affairs of its business and
management of its property, as well as file disclosure, Plan and
other documents or help in the preparation of the same and to
negotiate and secure approval of a Chapter 11 Plan.

To the best of the Debtor's knowledge, Mesrs. Foley, Geile, and
Callender do not hold or represent any interest adverse to the
Debtor or its estate, and is a "disinterested person" within the
meaning of Sec. 101(14) of the Bankruptcy Code.

For their services, Messrs. Foley, Geile, and Callender have
agreed to be compensated at the houly rates of $200, $175, and
$150, respectively.

Based in Manhattan Beach, Calif., Greystone on Payette, LLC and a
debtor-affiliate, Greystone Village, LLC, filed for Chapter 11
bankruptcy protection on June 5, 2008 (D. Idaho Lead Case No. 08-
01062).  Whem the Debtors filed for reorganization under Chapter
11, they listed estimated assets of between $10 million and
$50 million and estimated debts of between $1 million and $10
million.


HAMILTON HOLDINGS: Settles Feud with City Over Hotel Room Offering
------------------------------------------------------------------
Officials at Allentown, Pennsylvania entered into a settlement
agreement with Joe Clark, Hamilton Holdings L.P.'s developer and
owner of the Hotel Traylor, Jarrett Renshaw of The Morning Call
writes.  Under the agreement, Hotel Traylor will be closely
supervised by the city and is allowed to offer longer-term
occupancy rooms, Morning Call says.

In June 2007, Morning Call notes that zoning supervisor, Barbara
Nemith issued restriction on the rental of hotel rooms for more
than 30 days.  Ms. Nemith's citation prohibits the use of hotels  
as boarding houses.

A month later, former hotel owner, Harold G. Fulmer, filed a
variance request asking for permission to continue existing
operations of Hotel Traylor, Morning Call relates.  Mr. Fulmer,
according to the Morning Call, questioned the rationale of the
zoning law.

The hotel's new owner, Mr. Clark, and the city stipulated a
resolution that was approved by the Zoning Hearing Board on
July 7, 2008, Morning Call reports.  The terms of the agreement
are:

   -- only 28 of the hotel's 77 rooms can be used for more than
      30 days;

   -- if the number of rooms is increased or decreased, only half
      of the rooms can be used for more than 30 days; and

   -- the city will conduct semi-annual inspections of the hotel
      starting Nov. 1, 2008.  The city is permitted to review the
      hotel's room rental tax records and other occupancy records.

Mr. Clark said he is pleased with the settlement, Morning Call
reports.  Mayor Ed Pawlowski said the hotel's new owner was able
to show strong reason to justify longer-term stay at his hotel,
Morning Call continues.

           Bankruptcy Puts Hotel's Future in Question

The Troubled Company Reporter on June 25, 2008, said that the
future of Hotel Traylor in downtown Allentown, Pennsylvania is
surrounded by uncertainty after the company that bought it filed
for bankruptcy.  Developer Joe Clark purchased the property in
November 2007 using Hamilton Holdings L.P.

Mr. Clark petitioned that Hamilton Holdings be put under chapter
11 bankruptcy protection weeks after a judge upheld Mr. Clark's
ownership of the hotel as long as he complies with his sales
agreement with the former owner, which includes making monthly
payments to that former owner.

On June 6, Lehigh County Judge Michelle Varricchio ruled that Mr.
Clark must, among other things, post a $225,000 bond, make monthly
payments of $31,366 to Harold G. Fulmer, president of the hotel's
former owner, Lehigh Development Corp., and formally place three
properties totaling $750,000 up as collateral.

Under the sales agreement, Mr. Clark purchased full stock
ownership of the Lehigh Development Corp., which owned the 77-unit
hotel.  The value of the stock was $4 million, and Mr. Clarke paid
$275,000 up front and agreed to make monthly payments over the
course of the next 20 years to Mr. Fulmer, according to the sales
agreement.

                      About Hamilton Holdings

Allentown, Pennsylvania-based Hamilton Holdings, L.P. is acquired
Hotel Traylor in 2007.  The company filed for chapter 11
protection on June 16, 2008 (Bankr. E.D. Pa. Case No. 08-21282).  
Demetrios Tsarouhis, Esq. at Law Office of Demerios Tsarouhis
represents the Debtor.  The Debtor listed assets and debts of
$1 million to $10 million when it filed for bankruptcy.


HILEX POLY: Emerges from Pre-Packaged Chapter 11 Restructuring
--------------------------------------------------------------
Hilex Poly Co. LLC disclosed that it has emerged from its pre-
packaged Chapter 11 restructuring as a healthy company with a
solid financial structure.  Hilex officially concluded its
Chapter 11 reorganization after meeting all statutory requirements
of the company's Plan of Reorganization.

As reported in the Troubled Company Reporter on June 27, 2008, the
Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware confirmed a prepackaged Chapter 11 plan
of reorganization of Hilex Poly Co. LLC and Hilex Poly Holding Co.
LLC, filed on May 2, 2008.  

TCR, citing Judge Carey, said that the disclosure statement met
all of the necessary statutory requirements within the meaning of
Section 1125 of the Bankruptcy Code.
    
Under the Plan, the company has reduced its overall debt and
strengthened its balance sheet to better serve its customers.  In
addition to a substantial reduction in outstanding debt, the Plan
reduced annual interest expense and will significantly improve
cash flow.
    
"This is a significant milestone and a proud day for Hilex and all
of its constituents," David Pastrich, president and chief
executive officer of Hilex, said.  "The approved plan provides a
solid foundation for the new Hilex."

The company now has a stronger balance sheet, which enables us to
invest more capital back into in the business, while we continue
to maintain and strengthen our market leadership position in the
plastic bag industry," Mr. Pastrich added.
     
"On behalf of our management team, I would like to thank our
employees for their continued hard work and effort, which helped
us to accomplish this goal,' Mr. Pastrich continued.  

"I would also like to recognize how quickly and efficiently this
effort was handled by our team of advisors, investors, and the
Hilex employees who led this process," Mr. Pastrich said.  "We
would also like to thank our customers and vendors for their
unwavering support during this time."

                       About Hilex Poly

Headquartered in Hartsville, South Carolina, Hilex Poly Co. LLC
-- http://www.hilexpoly.com/-- manufactures plastic bag and film    
products.  The company has approximately 1,324 personnel and has
10 manufacturing facilities located in the United States.

The company and its affiliates Hilex Poly Holding Co. LLC filed
for Chapter 11 protection on May 6, 2008 (Bankr. D. Del. Lead Case
No.08-10890).  Hilex Poly is a majority-owned subsidairy of Hilex
Poly Holding Co. LLC.  Edmon L. Morton, Esq., and Kenneth J.
Enos, Esq., at Young, Conaway, Stargatt & Taylor in Wilmington,
Delaware, represent the Debtors in their restructuring efforts.  
The Debtors selected Epiq Bankruptcy Solutions LLC as claims
agent.  The U.S. Trustee for Region 3 has not appointed creditors
to serve on an Official Committee of Unsecured Creditors to date.

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


HOME INTERIORS: Gets Final Okay to Use NexBank's Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Home Interiors & Gifts Inc. and its debtor-affiliates permission
to access, on an final, the cash collateral of NexBank SSB, as
administrative agent for itself and certain other prepetition
lenders, until Aug. 31, 2008.

As reported in the Troubled Company Reporter on May 9, 2008, the
Debtors owed NexBank at least $380 million in loans pursuant to a
credit agreement dated March 31, 2004, as amended.  The Debtors'
obligations under the loan are secured by their assets, which
serve as collateral.

The Debtors needed immediate access to NexBank's cash collateral
to pay their employees, purchase product, maintain services,
operate and preserve their business and prevent immediate harm to
the estate.

As adequate protection, NexBank will be granted liens and security
interest in substantially all of the Debtors' assets -- including
accounts, inventory and property.

A full-text copy of the cash collateral budget is available for
free at http://ResearchArchives.com/t/s?2f45

                     About Home Interiors

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

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

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-
31961).  Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq.,
Lynnette R. Warman, Esq., and Michael P. Massad, Jr., Esq., at
Hunton & Williams, LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 6 has
appointed seven creditors to serve on an Official Committee
of Unsecured Creditors.  Richard A. Lindenmuth, at Boulder
International LLC, is designated as CRO.  Munsch Hardt Kopf &
Harr PC represents the Committee in these cases.  When the
Debtors file for protection against their creditors, they
listed assets and debts between $100 million and $500 million.


HOME INTERIORS: Hunton & Williams Approved as Bankruptcy Counsel
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Home Interiors & Gifts, Inc., and its debtor-affiliates
permission to employ Hunton & Williams LLP as their bankruptcy
counsel.

The Court also authorized the Debtors to employ, among other
things (i) Rochelle Hutcheson & McCullough LLP, as special
counsel; (ii) PricewaterhouseCoopers LLP, as accountants and tax
advisors; and (iii) FTI Consulting Inc., as financial advisor.

As reported in the Troubled Company Reporter on May 15, 2008,
as bankruptcy counsel, Hunton & Williams is expected to:

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

   b) attend meetings and negotiate with representative of
      creditors and other parties in interest;

   c) take all necessary action to protect and preserve the         
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against the
      Debtors and representing the Debtors' interests in
      negotiations concerning all litigation in which the Debtors
      are involved, including objections to claims filed against
      the estates;

   d) prepare all motion,s applications, answers, orders, reports
      and papers necessary to the administration of the Debtors'
      estates;

   e) take any necessary action on behalf of the Debtors to obtain
      approval of a disclosure statement and confirmation of the
      Debtor's plan of reorganization;

   f) represent the Debtors in connection with obtaining the use
      of cash collateral and any potential postpetition financing;

   g) advise the Debtors in connection with any potential sale of
      assets;

   h) appear before the Court, any appellate courts and the United
      States Trustee and protect the interests of the Debtors'
      estates before those courts and the United States Trustee;

   i) consult with the Debtors regarding tax matters; and

   j) perform all other necessary legal services to the Debtors in
      connection with these Chapter 11 cases, including (i) the
      analysis of the Debtors leases and executory contracts and
      the assumption, rejection or assignment, (ii) the analysis
      of the validity of liens against the Debtors, and (iii)
      advice on corporate, litigation and environmental matters.

The Debtors' professionals and their compensation rates are:

      Professionals                 Designation   Hourly Rates
      -------------                 -----------   ------------
      Andrew E. Jillson, Esq.       Partner           $680
      Michael P. Massad, Jr., Esq.  Partner           $680
      Lynnette R. Warman, Esq.      Partner           $650
      Larry Chek, Esq.              Partner           $630
      Steven T. Holmes, Esq.        Counsel           $430
      Cameron W. Kinvig, Esq.       Associate         $290
      Jesse Moore, Esq.             Associate         $290

      Designations                                Hourly Rates
      ------------                                ------------
      Partners                                     $470-$850
      Counsel                                      $400
      Associates                                   $220-$450
      Paraprofessionals                            $90-$160

Robert McCormick, Esq., and Ronald Rosener, Esq., will assist and
advise the Debtors with respect to corporate, lending, securities
and litigation matters.  

Mr. Jillson assured the Court that the firm is a "disinterested
person," within the meaning of Section 101(14) of the Bankruptcy
Code.

Mr. Jillson can be reached at:

     Andrew E. Jillson, Esq.
     Hunton & Williams LLP
     1445 Ross Avenue, Suite 3700
     Dallas, Texas 75202
     Tel: (214) 979-3000
     Fax: (214) 880-0011
     http://www.hunton.com/

                     About Home Interiors

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

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

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-
31961).  Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq.,
Lynnette R. Warman, Esq., and Michael P. Massad, Jr., Esq., at
Hunton & Williams, LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 6 has
appointed seven creditors to serve on an Official Committee
of Unsecured Creditors.  Richard A. Lindenmuth, at Boulder
International LLC, is designated as CRO.  Munsch Hardt Kopf &
Harr PC represents the Committee in these cases.  When the
Debtors file for protection against their creditors, they
listed assets and debts between $100 million and $500 million.


IMMUNICON CORP: Creditors Committee Taps Schulte Rote as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Immunicon Corp.'s Chapter 11 bankruptcy case asks the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ and retain Schulte Rote & Zabel LLP as its counsel, nunc
pro tunc to June 23, 2008.

Schulte Rote will mainly assist and advise the Committee in its
consultations with the Debtors, any other committee, and other
parties in interest relative to the overall administration of the
Debtor's estate.

As compensation for their services, Schulte Rote's professionals
bill:

             Title                Hourly Rate
             -----                -----------
             Partners             $695 - $895
             Special Counsel      $625 - $650
             Associates           $255 - $595
             Staff Attorneys      $250 - $565
             Legal Assistants     $105 - $295

To the best of the Committee's knowledge, the partners, counsel,
and associates of Schulte Rote are disinterested persons who do
not have any connection with, or any adverse interest to the
Debtors or its estate.

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


IMMUNICON CORP: 341(a) Creditors Meeting Set for July 17
--------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
Immunicon Corporation's creditors at 2:00 p.m., on July 17, 2008,
at the Office of the U.S. Trustee, J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, Wilmington, Delaware.  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.

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


IMMUNICON CORP: U.S. Trustee Names 3-Member Creditors Panel
-----------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code,
Andrew R. Vara, Acting United States Trustee for Region 3,
appointed three members to the Official Committee of Unsecured
Creditors in Immunicon Corporation's Chapter 11 case.

The Creditors Committee consists of:

   (1) SF Capital Partners, Ltd.
       Attn: Brian H. Davidson
       c/o Stark Offshore Management LLC
       3600 South Lake Drive
       St. Franchis, WI
       Tel: (414) 294-7000
       Fax: (414) 294-7700

   (2) Portside Growth and Opportunity Fund
       Attn: Jeffrey C. Smith
       c/o Ramius LLC
       599 Lexington Ave.
       20th Floor, New York
       NY 10022
       Tel: (212) 845-7955
       Fax: (212) 201-4802

   (3) Tyco Healtcare Group, L.P.
       (d/b/a Kendall Healthcare)
       Attn: Kurt E. Sagar
       15 Hampshire Street
       Mansfield, MA
       Tel: (508) 261-6063
       Fax: (508) 261-6274

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


IPTIMIZE INC: Stark Winter Schenkein Expresses Going Concern Doubt
------------------------------------------------------------------
Stark Winter Schenkein & Co., LLC, raised substantial doubt about
IPtimize, Inc.’s ability to continue as a going concern after it
audited the company's financial statements for the year ended Dec.
31, 2007. The auditor pointed to the company’s recurring losses
and working capital and stockholders’ deficits.

The company posted a net loss of $2,803,417 on total revenues of
$1,025,152 for the year ended Dec. 31, 2007, as compared with a
net loss of $2,857,535 on total revenues of $921,314 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $2,428,583 in
total assets, $1,318,389 in redeemable preferred stock and
$4,455,616 in total liabilities, resulting in $3,345,422
stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $205,324 in total current assets available
to pay $4,023,171 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2f13

                    About IPtimize, Inc.

IPtimize, Inc., (IPZI.PK) -- http://www.iptimize.com-- provides  
broadband voice and data services in the United States.  It offers
hosted voice over Internet protocol services (VoIP).  The
company's voice services include VoicePilot, a hosted VoIP service
that allows customers to put voice traffic onto an existing data
network; and VoIP Connect, a telephone line replacement service,
which enables businesses to put voice traffic onto existing
broadband Internet connect.  IPtimize also offers consulting
services, including information technology services, managed
firewall, and single or multi-service provider networks and
equipment. The company is based in Denver, Colorado.

      
JOHANNA KILA: Case Summary & Three Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Johanna Kila QPRT
        Ste. 1 Edward Kila Court
        Stevensville, MD 21666

Bankruptcy Case No.: 08-18220

Chapter 11 Petition Date: June 23, 2008

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: John C. Gordon, Esq.
                  Email: johngordononline@yahoo.com
                  532 Baltimore & Annapolis Blvd.
                  Severna Park, MD 21146
                  Tel: (410) 340-0808

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of Johanna Kila QPRT's petition is available for free at:

      http://bankrupt.com/misc/mdb08-18220.pdf


JOHN GREANEY JR: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: John Edward Greaney, Jr.
        Cathy Ann Greaney
        P.O. Box 66
        Flora Vista, NM 87415
        
Bankruptcy Case No.: 08-12011

Chapter 11 Petition Date: June 23, 2008

Court: New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtors' Counsel: Arin Elizabeth Berkson, Esq.
                  Email: mbglaw@swcp.com
                  Moore, Berkson & Gandarilla, P.C.
                  P.O. Box 216
                  Albuquerque, NM 87103-0216
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836

Estimated Assets: $10 million to $50 million

Estimated Debts:   $1 million to $10 million

Debtors' 15 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Dresser Industries             $1,043,000
Douglas Vadnais, Esq.
P.O. Box 2168
Albuquerque, NM 87103

Internal Revenue Service       $90,000
210 E. Earll Dr.
MS 5014 PX
Phoenix, AZ 85012

First State Bank               $86,000
of Central Texas
P.O. Box 6136
Temple, TX 76503

Bank of America                $78,887

Martini Industries             $27,500

Soldier Miller Assoc.          $25,000

Chase                          $16,525

Citifinancial Bankruptcy Dept. $15,456

Fidelity                       $13,857

Citibank                       $12,034

Beneficial                     $11,987

Sears                          $7,449

Discover More Card             $4,354

American Express               $3,300

Land O Lakes Purina            $1,700


KARAT PLATINUM: JH Cohn Expresses Going Concern Doubt
-----------------------------------------------------
J.H. Cohn LLP in Jericho, N.Y., raised substantial doubt about the
ability of Karat Platinum, Inc., formerly Sentra Consulting Corp.,
to continue as a going concern after it audited the company's
financial statements for the year ended March 31, 2008.  

The auditor reported that the company has experienced recurring
net losses resulting in an accumulated deficit of $7,695,387 as of
March 31, 2008.  In addition, the company has a working capital
deficiency of $2,636,355 as of March 31, 2008.

The company posted a net loss of $4,373,792 on net revenues of
$294,819 for the year ended March 31, 2008, as compared with a net
loss of $1,154,426 on net revenues of $634,095 in the prior year.

At March 31, 2008, the company's balance sheet showed $3,101,207
in total assets and $7,177,916 in total liabilities, resulting in
$4,076,709 stockholders' deficit.  

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $2,737,158 in total current assets
available to pay $5,373,513 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?2f0f

                    About of Karat Platinum

Karat Platinum, Inc., (OTC BB: KRAT.OB) --
http://www.karatplatinum.com-- manufactures and sells a platinum  
alloy and platinum jewelry in the United States.  The company
offers its products under the KARAT PLATINUM, 14 KARAT PLATINUM,
and 14 Kt.Pt. brand names. It designs, manufactures, and sells a
line of earrings and chains directly to mass and mid-market
retailers, as well as to independent jewelry stores and small
chain stores. The company was founded in 2003. It was formerly
known as Sentra Consulting Corp. and changed its name to Karat
Platinum, Inc., in April 2008.  The company is based in Inwood,
New York.


KEYSTONE AUTOMOTIVE: S&P Revises Outlook to Negative from Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Exeter,
Pennsylvania-based Keystone Automotive Operations, Inc. from
stable to negative.
     
"This action reflects increasingly difficult macroeconomic and
industry conditions, continued weak operating performance, and
poor credit metrics,' explained Standard & Poor's credit analyst
Jerry Phelan.  Despite its expectations for weakening performance,
S&P believe liquidity should be sufficient over the next year due
to modest capital expenditure requirements and approximately
$94 million availability under a loosely structured revolving
credit facility.


KIMBALL HILL: Panel Can Hire Garden City as Information Agent
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Kimball Hill Inc. and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain The Garden City Group as its information agent,
nunc pro tunc to May 16, 2008.

The Committee believes that the retention of The Garden City
Group will provide it significant assistance in complying with
its obligations under Section 1102(b)(3) of the U.S. Bankruptcy
Code, will add to the effective administration of the Debtors'
Chapter 11 cases, and will reduce the overall expense of
administering these cases.  

The Garden City Group is expected to:

   (a) establish and maintain an Internet-accessed Web site that
       provides, without limitation:

          * a link or other form of access to the Web site
            maintained by the Debtors' notice, claims and
            balloting agent at www.kccllc.net/kimballhill, which
            will include, among other things, the case docket and
            claims register;

          * highlights of significant events in the Debtors'
            Chapter 11 cases;

          * a calendar with upcoming significant events in the
            Chapter 11 cases;

          * a general overview of the Chapter 11 process;

          * press releases issued by the Committee or the
            Debtors;

          * a non-public registration form of creditors to
            request real time updates regarding the Chapter 11
            cases via electronic mail;

          * a non-public form to submit creditor questions,
            comments and requests for access to information;

          * responses to creditor questions, comments and
            requests for access to information; provided, that
            the Committee may privately provide responses in the
            exercise of its reasonable discretion, including in
            the light of the nature of information request and
            the creditor's agreement to appropriate
            confidentiality and trading constraints;

          * answers to frequently asked questions;

          * the names and contact information for the Debtors'
            counsel and restructuring advisors; and

          * the names and contact information for the Committee's
            counsel and financial advisors;

   (b) distribute the updates regarding the Chapter 11 cases via
       electronic mail for creditors that have registered for
       service on the Committee website; and

   (c) establish and maintain a telephone number and electronic
       mail address for creditors to submit questions and
       comments.

The Garden City Group's professionals and their current hourly
rates are:

         Title                                Hourly Rate
         -----                                -----------
         Administrative                        $45 to $70
         Data Entry Processors                        $55
         Mailroom and Claims Control m                $55
         Project Administrators                $70 to $85
         Quality Assurance Staff              $80 to $125
         Project Supervisors                  $95 to $110
         Systems & Technology Staff          $100 to $200
         Graphic Support                             $125
         Project Managers, Dept. Managers    $125 to $150
         Directors, Senior Consultants       $175 to $250
         Assistant Vice Presidents           $175 to $250
         Senior Management                   $250 to $295

Garden City will also be reimbursed for reasonable fees and
expenses it incurred or will incur in the performance of its
dutites.  The fees and expenses to be incurred by Garden City
will be administrative in nature and will not be subjected to
standard fee application procedures for bankruptcy professionals.  

The Committee proposed that Garden City be paid for its services
on a monthly basis, upon submission of monthly invoices
summarizing in reasonable detail the services rendered and the
expenses incurred to the Committee, the Debtors, and the United
States Trustee.  Parties-in-interest will have 10 days to advise
Garden City any objections to the monthly invoices.  

Michael J. Sherin, chairman of Garden City, disclosed that to the
best of his knowledge, his firm does not represent any interest
adverse to the interests of the Committee or the Debtors'
estates.  Garden City is a disinterested person as the term is
defined in Section 101(14) of the U.S. Bankruptcy Code, he assured
the Court.

                        About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest           
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Wants to Employ Neal Gerber as Bankruptcy Counsel
---------------------------------------------------------------
Kimball Hill Inc. and its debtor-affiliates ask authority from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Neal, Gerber & Eisenberg LLP, as their special counsel
effective as of June 16, 2008.

Prior to the date of bankruptcy, Neal Gerber represented the
Debtors in connection with the formation of, and complex
transactions involving, certain joint venture interests -- the
Urban JVs.

Because Neal Gerber is familiar with the Urban JVs and the
complexity of the transactions at issue, the Debtors assert that
hiring the firm to provide them with general corporate advice and
legal services in line with their disposition of Urban JVs
will allow them to save on time and the cost of educating other
counsel.

Obtaining a substitute counsel at this juncture would only
prejudice their estates, the Debtors relate.

Neal Gerber is a Chicago-based law firm with approximately 200
lawyers, many of whom specialize in real estate and corporate
practice.

Neal Gerber will advise and represent the Debtors in documenting
the sale transactions of these joint venture equity interests
affiliated with the Debtors:

   a) 33% membership interest in Parkside Associates, LLC, owned
      by Kimball Hill Urban Centers Chicago One, L.L.C.,

   b) 23.75% membership interest in Stateway Associates, LLC,
      owned by Kimball Hill Stateway, Inc., and

   c) 49% membership interests in Mitchell Urban Partners, LLC,
      owned by Kimball Hill Urban Centers Chicago Two, L.L.C.

The firm will be compensated for its legal services on an hourly
basis pursuant to its ordinary and customary hourly rates:

           Professional          Hourly Rate
           ------------          -----------
           Partners              $430 - $575    
           Associates            $300 - $350
           Paraprofessionals     $200 - $250

The Debtors will also reimburse Neal Gerber for actual and
necessary expenses incurred.

Neal Gerber agrees to cooperate with other professionals employed
in the Debtors' Chapter 11 cases to ensure that there is no
duplication of services rendered.

During the 90 days prior to the Petition Date, Neal Gerber
received from the Debtors $64,455 in payment for services
performed and expenses incurred in the ordinary course of
business.   

As of the date of bankruptcy, Neal Gerber received a retainer of
$6,437 as advance against expenses for services in the
preparation of the Chapter 11 cases, which will be applied to
postpetition compensation and expense reimbursement, as may be
allowed by the Court.

Thomas C. Wolford, Esq., a partner at Neal Gerber, in Chicago,
Illinois, assures the Court that his firm does not hold or
represent any interest adverse to the Debtors on matters for
which the firm will be employed.

                        About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest           
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


LB-UBS COMMERCIAL: S&P Junks Ratings on Four Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2006-C7.  In addition, S&P affirmed
its ratings on 15 classes from this series.
     
The downgrades reflect concerns regarding the 12 loans that have
reported debt service coverage below 1.0x.  In addition, the
lowered ratings reflect anticipated credit support erosion upon
the eventual resolution of the two specially serviced assets and
concerns with the eighth-largest loan.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the June 17, 2008, remittance report, the collateral pool
consisted of 184 loans with an aggregate trust balance of $3.012
billion, compared with the same number of loans totaling
$3.020 billion at issuance.  The master servicer, Wachovia Bank
N.A., reported financial information for 90% of the pool.  Eighty-
eight percent of the servicer-provided information was full-year
2007 data.  Excluding one of the specially serviced assets, there
are 12 loans in the pool totaling $81.9 million (3%) with reported
DSCs lower than 1.0x.  The loans are secured by various properties
with an average balance of $6.8 million.  These loans have seen an
average decline in DSC of 32% since issuance.  Standard & Poor's
calculated a weighted average DSC of 1.54x for the pool, down from
1.57x at issuance.  There are two loans ($17.1 million) with the
special servicer, which are also the only delinquent loans in the
pool.  The trust has experienced no losses to date.
     
The top 10 loans have an aggregate outstanding balance of
$1.635 million (54%) and a weighted average DSC of 1.72x, down
from 1.85x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures.  All the properties were
characterized as "good."
     
The credit characteristics of the 520 Madison Avenue, 1211 Avenue
of the Americas, Extendicare Portfolio, and Reston Town Center
loans are consistent with those of investment-grade obligations.
Details are:

     -- The 520 Madison Avenue loan is the largest loan in the
        pool and has a balance of $475.0 million (16%).  In
        addition, the borrower's equity interest is secured by
        $125.0 million of mezzanine debt.  The loan is secured by
        the fee interest in a 1.0 million-sq.-ft. office building
        in midtown Manhattan.  For the year ended Dec. 31, 2007,
        DSC was 1.65x, and occupancy was 95%. Standard & Poor's
        adjusted value for this loan is comparable to its level at
        issuance.

     -- The 1211 Avenue of the Americas loan is the second-largest
        loan in the pool and has a trust balance of $275.0 million
        (9%) and a whole-loan balance of $675.0 million.  The
        whole loan consists of two pari passu participations; one
        participation is securitized in the LB-UBS Commercial
        Mortgage Trust 2006-C6 transaction.  For the year ended
        Dec. 31, 2007, DSC was 1.54x, and occupancy was 99%.  The
        building serves as the world headquarters for News Corp.
        (BBB+/Stable/--).  This company is the largest tenant and
        occupies 49% of the net rentable area until 2020.  
        Standard & Poor's adjusted value for this loan is
        comparable to its level at issuance.

     -- The Extendicare Portfolio is the third-largest loan in the
        pool, with a trust balance of $250.0 million (8%) and a
        whole-loan balance of $500.0 million.  The whole loan
        consists of three senior participations; the two
        participations not included in the pool are each
        $125.0 million and are securitized in the LB-UBS
        Commercial Mortgage Trust 2007-1 and LB-UBS Commercial
        Mortgage Trust 2007-2 transactions.  The whole loan is
        collateralized by 80 skilled nursing facilities and two
        skilled nursing and assisted living facilities totaling
        8,492 beds and located in 10 states.  The portfolio's
        census mix is primarily Medicaid and Medicare patients,
        and for the year ended Dec. 31, 2007, DSC was 2.41x, and
        the portfolio was 91% occupied.  Standard & Poor's
        adjusted value for this loan is comparable to its level at
        issuance.

     -- The Reston Town Center loan is the fourth-largest loan in
        the pool, with a trust balance of $121.5 million (4%) and
        a whole-loan balance of $211.3 million.  The whole loan
        consists of a $121.5 million senior participation and an
        unsecuritized $89.75 million junior participation.  The
        whole loan is collateralized by a 758,364-sq.-ft. office
        and retail mixed-use property in Reston, Virginia.  
        Approximately 69% of the property is used as office space,
        while the remaining space is occupied by retailers.  For
        the year ended Dec. 31, 2007, DSC was 2.70x, and the
        property was 93% occupied.  Standard & Poor's adjusted
        value for this loan is comparable to its level at
        issuance.

Two loans, with combined balances and additional advances totaling
$17.1 million, are 90-days-plus delinquent and have been
transferred to the special servicer, CWCapital Asset Management
LLC.  Standard & Poor's used recent appraisals and available
market information to determine the potential losses and
recoveries on the specially serviced assets; details are:

     -- Sienna Springs Apartments has a balance of $11.3 million
        and additional advances, including interest thereon,
        totaling $289,009.  The loan is secured by the fee
        interest in a 336-unit multifamily property in Dallas,
        Texas.  The loan was transferred to CWCapital on May 14,
        2008, for monetary default.  CWCapital inspected the
        property in June 2008 and found significant deferred
        maintenance.  To date, the borrower has not provided a
        current rent roll, but the occupancy is estimated to be
        approximately 60%.  Standard & Poor's expects the
        resolution of the asset to result in a moderate loss.

     -- The Royal Crest Apartments loan has a balance of
        $5.9 million and additional advances, including interest
        thereon, totaling $119,501.  The loan is secured by a
        172-unit multifamily property in Pensacola, Florida.  The
        loan was transferred to CWCapital on Jan. 30, 2008, for
        monetary default.  The property was appraised in February
        2008 for $4.5 million, and a $1.9 million appraisal
        reduction amount is in effect.  Standard & Poor's expects
        the resolution of the asset to result in a moderate loss.

Wachovia reported a watchlist of 29 loans ($338.8 million, 11%).  
The Arizona Retail Portfolio ($86.0 million, 3%) is the largest
loan on the watchlist and the eighth-largest loan in the pool.  
The loan is secured by 14 retail properties totaling 600,178 sq.
ft. located throughout the Phoenix metropolitan statistical area.   
The loan appears on the watchlist because the portfolio reported a
year-end 2007 DSC of 1.05x and 85% occupancy, compared with 90% at
issuance.  As of March 2008, the portfolio's occupancy level has
declined further to 79%, and going forward, Standard & Poor's
expects the DSC will decline below 1.0x.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.
       
                           Ratings Lowered

              LB-UBS Commercial Mortgage Trust 2006-C7
            Commercial mortgage pass-through certificates

                   Rating
                   ------
       Class    To        From            Credit enhancement
       -----    --        ----            ------------------
       G        BBB+      A-                     4.89%
       H        BBB       BBB+                   3.88%
       J        BBB-      BBB                    3.01%
       K        BB-       BBB-                   2.13%
       L        B         BB+                    1.88%
       M        B-        BB                     1.75%
       N        CCC+      BB-                    1.38%
       P        CCC       B+                     1.25%
       Q        CCC-      B                      1.13%
       S        CCC-      B-                     1.00%


                         Ratings Affirmed
     
              LB-UBS Commercial Mortgage Trust 2006-C7
            Commercial mortgage pass-through certificates
   
       Class    Rating                    Credit enhancement
       -----    ------                    ------------------
       A-1      AAA                             30.08%
       A-1A     AAA                             30.08%
       A-2      AAA                             30.08%
       A-3      AAA                             30.08%
       A-AB     AAA                             30.08%
       A-M      AAA                             20.05%
       A-J      AAA                             10.28%
       B        AA+                              9.52%
       C        AA                               8.52%
       D        AA-                              7.52%
       E        A+                               6.64%
       F        A                                5.76%
       X-CP     AAA                               N/A
       X-CL     AAA                               N/A
       X-W      AAA                               N/A


                       N/A -- Not applicable.


LEAP WIRELESS: Has Vulnerable Business Profile, S&P Says
--------------------------------------------------------
Although both Leap Wireless International Inc. (B/Stable/--) and
MetroPCS Communications Inc. (B-/Positive/--) have established
themselves as niche players in the wireless segment, they also
face substantial business risk, given their late market entry
versus the established national carriers, according to a new
commentary by Standard & Poor's Ratings Services titled "Good
Growth Prospects For Leap Wireless And MetroPCS Despite Vulnerable
Business Positions," published earlier on RatingsDirect.
     
"In addition, these companies' subscribers tend to be lower wage
earners than average U.S. wireless users," explained Standard &
Poor's credit analyst Catherine Cosentino, "and therefore their
discretionary spending tends to be quite limited and
unpredictable."  Both Leap and MetroPCS, therefore, have very
vulnerable business profiles.


LEVCOR INT'l: March 31 Balance Sheet Upside-Down by $7,944,000
--------------------------------------------------------------
Levcor International Inc.'s consolidated balance sheet at
March 31, 2008, showed $12,789,000 in total assets and $20,733,000
in total liabilities, resulting in a $7,944,000 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $8,133,000 in total current assets
available to pay $16,414,000 in total current liabilties.

The company reported net income of $199,000 on total net sales of
$4,634,000 for the first quarter ended March 31, 2008, compared
with net income of $122,000 on net sales of $5,265,000 in the same
period last year.

The company attributes the decrease in sales to the cancellation
of two product lines by the company's largest customer and a lower
number of new product introductions in 2008.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d0d

                       Going Concern Doubt

Friedman LLP, in New York, expressed substantial doubt about
Levcor 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 historical losses from operations.

                    About Levcor International
                        
Based in New York, Levcor International Inc. (OTC BB: LEVC)
engages in the manufacture, packaging, and distribution of
buttons, embellishments, craft products, and complimentary product
for the home sewing and craft retail industry.  The company offers
its products under the La Mode, Le Chic, Streamline, Favorite
Findings, Crafter's Images, and Button Fashion trademarks; and
under the Le Bouton, La Petite, Classic, Boutique Elegant, and
Mill Mountain brand names.  Levcor International sells its
products to mass merchandisers, specialty chains, and independent
retailers and wholesalers in the United States, Canada, and
Europe.


LEVI STRAUSS: May 25 Balance Sheet Upside-Down by $387.1 Million
----------------------------------------------------------------
Levi Strauss & Co. reported on Tuesday financial results for the
second quarter ended May 25, 2008.

The company's consolidated balance sheet at May 25, 2008, showed
$2.9 billion in total assets, $3.2 billion in total liabilities,
and $5.1 million in temporary equity, resulting in a
$387.1 million total stockholders' deficit.

The company recorded net income of $701,000 in the second quarter
compared to net income of $45.7 million for the same period in
2007, primarily reflecting lower net sales, and higher costs
related to ERP stabilization efforts and retail expansion.  Lower
operating income of $51.8 million was partially offset by reduced
interest expense and other financing costs in the period.

Net sales were $915.1 million during the three months ended
May 25, 2008, compared with net sales of $997.3 million for the
same period in 2007.

Lower net revenues reflected reduced sales in the Americas'
region, partly offset by reported net revenue increases in Europe
and Asia Pacific.  Net revenues in Europe and Asia Pacific were
down slightly on a constant currency basis.  The revenue decline
in the Americas is largely attributable to the impact of the
difficult U.S. economic environment, shipping issues related to
the transition of the U.S. business to a new enterprise resource
planning system (ERP), lower performance in the U.S. Dockers(R)
business and early shipments executed in the first quarter in
anticipation of the second-quarter U.S. ERP implementation.

"We expected the second quarter to be tough, and it was," said
John Anderson, president and chief executive officer.  "The retail
environment in the United States remained challenging.  In  
addition, our transition to a new enterprise resource planning
system in the United States negatively affected our results.
Increasingly difficult economic conditions in many markets
worldwide are impacting consumer spending, but our brands remain
strong.  We are pleased with the continued strong growth of our
emerging markets and our retail network around the world.

"Given the slowing macroeconomic indicators we are seeing globally
and our continued investment to stabilize our ERP system, we
expect the rest of the year to be challenging.  Nonetheless, we
are taking decisive actions to position the company well for when
market conditions improve," added Mr. Anderson.

                  Second Quarter 2008 Highlights

Gross profit in the second quarter decreased to $437.4 million
compared with $463.1 million for the same period in 2007.  Gross
margin increased to 46.7 percent of revenues for the quarter
compared with 45.6 percent of revenues in the second quarter of
2007.  Gross margin benefited from a higher-margin product mix,
lower sourcing costs and increased company-operated store sales.

Selling, general and administrative expenses for the second
quarter increased to $385.5 million from $344.8 million in the
same period of 2007.  Approximately half of the increase reflects
the effect of currency; the remainder of the increase reflects the
substantial costs related to the ERP stabilization efforts in the
United States and the company's global retail expansion compared
to the prior year.

Operating income for the second quarter was $51.8 million compared
with $118.3 million for the same period of 2007, reflecting lower
net revenues, and higher selling, general and administrative
expenses.

Interest expense for the second quarter decreased to $41.1 million
compared to $55.8 million in the second quarter of 2007.  The
decrease was primarily attributable to lower average interest
rates and lower debt levels during the quarter due to the
company's debt refinancing actions last year.

"This was clearly a difficult quarter," said Hans Ploos van
Amstel, chief financial officer.  "Despite the operational
challenges, we continued to reduce our debt and paid a dividend to
our stockholders.  Our balance sheet gives us the flexibility to
weather the economic cycle and invest in our brands to build our
business for the long term."

                   Balance Sheet and Cash Flow

After paying the previously announced $50.0 million cash dividend
to common stockholders and reducing long-term debt by
$54.0 million, the company ended the second quarter with cash and
cash equivalents of $123.8 million, a decrease of $32.1 million
from Nov. 25, 2007.  Cash provided by operating activities was
$121.3 million for the first half of 2008, compared with
$126.4 million for the same period in 2007, primarily reflecting
lower net income offset by lower payments for interest.  Total
long-term and short-term debt was $1.9 billion at the end of the
second quarter.

                    Unused Availability Under
              Revolving Tranche of Credit Facility

In 2007, the company amended and restated its senior secured
revolving credit facility; the maximum availability is now
$750.0 million secured by certain of the company's domestic assets
and certain U.S. trademarks associated with the Levi's(R) brand
and other related intellectual property.

The amended facility includes a $250.0 million term loan tranche.
Upon repayment of this $250.0 million term loan tranche, the
secured interest in the U.S. trademarks will be released.  

As of May 25, 2008, the company had borrowings of $214.6 million
under the term loan tranche and the company's total availability,
based on other collateral levels as defined by the agreement, was
approximately $319.9 million.  The company had no outstanding
borrowings under the revolving tranche of the credit facility, but
had utilization of other credit-related instruments such as
documentary and standby letters of credit.  

As a result, unused availability was approximately $239.6 million
as of May 25, 2008.

As of May 25, 2008, the company had cash and cash equivalents
totaling approximately $123.8 million, resulting in a net
liquidity position (unused availability and cash and cash
equivalents) of $363.4 million.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 25, 2008, are available for
free at http://researcharchives.com/t/s?2f47

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading  
branded apparel companies.  The company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The company markets its
products in three geographic regions: Americas, Europe and Asia
Pacific.

                          *     *     *

Moody's Investors Service placed Levi Strauss & Co.'s long term
corporate family and probability of default ratings at 'B1' in
March 2007.  The ratings still hold to date with a positive
outlook.


MACTEC INC: Moody's Affirms Ratings, Changes Outlook to Negative
----------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family and
B3 probability of default ratings of MACTEC, Inc., and changed the
rating outlook to negative from stable.  

The outlook change to negative reflects concerns that the recent
bankruptcy filing of a large MACTEC customer could lead to a
partial write down of a receivable; such a write down would raise
the possibility of a debt covenant test ratio breach in coming
periods.  The negative outlook also reflects potential for
weakening non residential construction end markets in 2009 that
would cause lower earnings and weaker credit metrics.  

However, Moody's acknowledges that cash flow generation through
2007 and 2008 has been strong with material debt reductions;
currently, MACTEC's leverage ratios are well-positioned for the B2
rating category.  Should the potential for a debt covenant test
ratio breach diminish and the company's current earnings and
backlog level be sustained in 2009, the ratings outlook would
likely stabilize.

Although the company's corporate family and probability of default
ratings have been affirmed, consistent with the application of
Moody's Loss Given Default methodology and following reduction in
the amount of senior unsecured non-debt liabilities within
MACTEC's capital structure, mainly pension liabilities, the
following rating changes have occurred:

  -- $35 million guaranteed first lien revolver due 2011 to B1 LGD
     2, 24% from Ba3 LGD 2, 22%

  -- $120 million guaranteed first lien term loan due 2012 to B1
     LGD 2, 24% from Ba3 LGD 2, 22%

The B2 corporate family rating affirmation reflects MACTEC's good
margins, moderate leverage, and adequate liquidity profile
juxtaposed against the company's small size and exposure to
cyclical non residential and infrastructure construction markets.

Headquartered in Alpharetta, Georgia, MACTEC Inc. is a privately
held provider of comprehensive environmental, design and
consulting engineering, infrastructure and construction management
services to governmental, commercial, and industrial entities in
the United States.


MASTR SPECIALIZED: Fitch Affirms 'BB+' Rating on Class B-2 Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 12
classes of mortgage pass-through certificates issued by MASTR
Specialized Loan Trust 2007-2.
     
As of the June 2008 remittance period, cumulative realized losses
were 1.52% of the original pool balance.  Total delinquencies were
44.08% of the current pool balance, while severe delinquencies
were 35.02% of the current pool balance.

The affirmations reflect S&P's analysis of the deal's performance
trends.  Over the past year, series 2007-2's monthly excess
interest has outpaced monthly net losses in 10 out of 12 periods,
or approximately 83% of the time; however, in May and June 2008,
monthly net losses have exceeded monthly excess interest by an
average of 3.48x.
     
Overcollateralization for series 2007-2 is currently
$5,443,588.54, compared with a target of $7,227,639.76, which
represents a deficiency of approximately $1,784,051.  Despite this
deficiency, S&P believe that the classes with affirmed ratings
currently have adequate credit support percentages to maintain the
ratings at their current levels.
     
S&P will continue to monitor the performance of this transaction.  
If the aforementioned loss trend continues, S&P will likely take
negative rating actions.
     
This transaction is 11 months seasoned and has an outstanding pool
factor of 87.22%.  O/C, excess spread, and subordination provide
credit support for this series.
     
The collateral for this transaction originally consisted of first-
lien, scratch-and-dent, and reperforming fixed- and adjustable-
rate mortgage loans.
   
                           Ratings Affirmed

                 MASTR Specialized Loan Trust 2007-2
                  Mortgage pass-through certificates
   
                          Class     Rating
                          -----     ------
                          A         AAA
                          M-1       AA+
                          M-2       AA+
                          M-3       AA
                          M-4       AA-
                          M-5       A+
                          M-6       A
                          M-7       A-
                          M-8       BBB+
                          M-9       BBB
                          B-1       BBB-
                          B-2       BB+


MEADOW VIEW: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Meadow View Homes, Inc.
        14621 Aberdeen St., N.E.
        Ham Lake, MN 55304

Bankruptcy Case No.: 08-43366

Type of Business: The Debtor provides full-service home
                  construction, and coordinates with mortgage and
                  title companies in selling residential units.  
                  See http://www.meadowviewhomes.com/

Chapter 11 Petition Date: July 8, 2008

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Thomas G. Wallrich, Esq.
                  Email: twallrich@hinshawlaw.com
                  Hinshaw & Culbertson LLP
                  333 South Seventh Street, Ste. 2000
                  Minneapolis, MN 55402
                  Tel: (612) 333-3434
                  http://www.hinshawlaw.com/

Total Assets: $4,658,700

Total Debts:  $6,665,456

A copy of Meadow View Homes, Inc.'s petition is available for free
at:

      http://bankrupt.com/misc/mnb08-43366.pdf


MEMPHIS HEALTH: Moody's Cuts Rating of $7.5MM Revenue Bonds to Ca
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Ca from Caa3 the
underlying rating on approximately $7.755 million outstanding
Memphis Health, Educational, And Housing Facilities Board
Multifamily Housing Revenue Bonds, Series 2000A.  The outlook on
the bonds remains negative.

These bonds continue to be MBA insured.  Moody's does not rate the
Subordinate Series 2000B bonds.  The downgrade on the underlying
bonds is based on continued taps to the Series A Debt Service
Reserve Fund and the deteriorating debt service coverage level.

Unaudited financial statements annualized as of May 31, 2008 for
the 240-unit garden style property demonstrate the deteriorating
debt service coverage primarily due to high vacancy and concession
losses.  The project, located in the southeast section of Memphis,
Tennessee, continues to be in need of some capital improvements,
however, the Repair and Replacement fund has been fully depleted.

During 2008, the borrower continued to tap the Senior 2000A Debt
Service Reserve Fund to pay the debt service due on the bonds.  If
the property's financial condition continues to deteriorate,
Moody's believes that a monetary default is probable in the near
future.

The negative outlook reflects the decline in the debt service
coverage level, and continued taps to the Series 2000A Debt
Service Reserve Fund.

What could change the rating - UP

  -- Improved net operating revenue and debt service coverage
     level

  -- Replenishment of the Debt Service Reserve Fund and the Repair
     and Replacement Fund

What could change the rating - DOWN

  -- Continued deterioration of net operating income and debt
     service coverage

  -- Continued transfers from the Debt Service Reserve Funds for
     debt service


MESA AIR: District Judge Articulates Injunction in Delta Air Suit
-----------------------------------------------------------------
U.S. District Judge Clarence E. Cooper articulated the preliminary
injunction previously granted to Mesa Air Group against Delta Air
Lines, Inc., blocking the carrier from terminating the regional
flying agreement worth $20,000,000 a month, The Associated Press
reports.

Delta moved many of Mesa's flights to congested John F. Kennedy
International Airport in New York and later used increased flight
cancellations by Mesa subsidiary Freedom Airlines to justify its
decision to end the Contract, Judge Cooper said in a 36-page
decision filed June 25, 2008, with a federal court in Georgia,
according to the report.

Mesa was under the impression that it could exclude some flight
cancellations from JFK in its official completion rate, and Delta
did not inform Mesa that it would calculate completion
differently, Judge Cooper said, notes to the report.

Delta notified Mesa that it planned to terminate a contract as of
May 3, 2008, following allegations that Mesa failed to maintain a
specified completion rate -- the percentage of scheduled flights
that are flown within September and February.  Delta maintained it
could terminate the Contract absent Mesa's maintenance of at least
a 95% completion rate for three months within a six-month period.

On March 28, 2008, Delta notified Mesa of its intent to terminate
a connection Agreement that includes, among other arrangements,
Mesa's agreement to operate 34 model ERJ-145 regional jets leased
utilizing Delta's name.  In fiscal 2007, the Connection Agreement
accounted for approximately 20% of Mesa's 2007 total revenues.  
Delta sought to terminate the Connection Agreement as a result of
Freedom's alleged failure to maintain a specified completion rate
with respect to its ERJ-145 Delta Connection flights during three
months of the six-month period ended February 2008.

Mesa complained that the cancellation of the contract will force
it to file for bankruptcy protection and cut 700 jobs.

A Delta spokeswoman told AP that the airline is disappointed with
the court's ruling and that it intends to appeal.

The Troubled Company Reporter said on June 5, 2008, that Mesa Air
Group Inc. won on May 29 a preliminary injunction from
the United States District Court for the Northern District of
Georgia in Atlanta, enjoining Delta Air Lines from terminating its
Connection Agreement with Mesa, and its wholly owned subsidiary,
Freedom Airlines Inc.

                          About Mesa Air

Mesa Air -- http://www.mesa-air.com-- operates 182 aircraft with    
over 1,000 daily system departures to 157 cities, 42 states, the
District of Columbia, Canada, the Bahamas and Mexico. Mesa
operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, and independently as Mesa Airlines
and go!.  In June 2006 Mesa launched inter-island Hawaiian service
as go!  This operation links Honolulu to the neighbor island
airports of Hilo, Kahului, Kona and Lihue.  The Company, founded
by Larry and Janie Risley in New Mexico in 1982, has approximately
5,000 employees and was awarded Regional Airline of the Year by
Air Transport World magazine in 1992 and 2005. Mesa is a member of
the Regional Airline Association and Regional Aviation Partners.  
Mesa has  5,000 employees overall.

Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76-
seat CRJ-900 aircraft for Delta Connection.

On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of
Mesa Air, unveiled plans to discontinue all operations by June 30
including its current scheduled services, citing record-high fuel
prices, insufficient demand and a difficult operating environment
as the main factors in its decision.


METROLOGIC INSTRUMENTS: Acquisition Cues Moody's to Remove Ratings
------------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Metrologic
Instruments, Inc. following its acquisition by Honeywell
International (A2 senior unsecured) on July 1, 2008.

As discussed in Moody's issuer comment dated April 30, 2008, in
accordance with the change of control provision in the credit
agreement dated April 24, 2007, all outstanding borrowings under
Metrologic Instruments' $280 million senior secured credit
facility have been repaid upon consummation of the transaction and
the credit facility has been terminated.

These ratings of Metrologic Instruments, Inc. have been withdrawn:

  -- Corporate Family Rating B3
  -- Probability of Default Rating B3
  -- $35 Million Revolving Credit Facility, rated B2 (LGD3, 36%);

  -- $170 Million Senior Secured First Lien Term Loan, rated B2
     (LGD3, 36%);

  -- $75 Million Senior Secured Second Lien Term Loan, rated Caa2
     (LGD5, 87%)

Headquartered in Blackwood, New Jersey, Metrologic Instruments is
a global vertically-integrated manufacturer of advanced bar code
scanners and a provider of advanced image processing software and
innovative display solutions.  For the fiscal year ended Dec. 31,
2007 Metrologic Instruments reported total sales of approximately
$250 million.


METROPCS COMMUNICATIONS: Faces Substantial Business Risk, S&P Says
------------------------------------------------------------------
Although both Leap Wireless International Inc. (B/Stable/--) and
MetroPCS Communications Inc. (B-/Positive/--) have established
themselves as niche players in the wireless segment, they also
face substantial business risk, given their late market entry
versus the established national carriers, according to a new
commentary by Standard & Poor's Ratings Services titled "Good
Growth Prospects For Leap Wireless And MetroPCS Despite Vulnerable
Business Positions," published earlier on RatingsDirect.
     
"In addition, these companies' subscribers tend to be lower wage
earners than average U.S. wireless users," explained Standard &
Poor's credit analyst Catherine Cosentino, "and therefore their
discretionary spending tends to be quite limited and
unpredictable."  Both Leap and MetroPCS, therefore, have very
vulnerable business profiles.


MICHAEL VICK: Files Chapter 11 Petition While in Federal Prison
---------------------------------------------------------------
Former National Football League quarterback, Michael Dwayne Vick,
filed chapter 11 petition on July 7, 2008, with the U.S.
Bankruptcy Court for the Eastern District of Virginia (case number
08-50775), Bloomberg News says.

Mr. Vick declared assets of between $10 million and $50 million
and liabilities of between $10 million and $50 million, Bloomberg
relates.  Mr. Vick owes The Falcons $3.75 million; Joel
Enterprises Inc. $4.5 million; and Royal Bank of Canada $2.5
million, Bloomberg says.

The Debtor, who is currently in prison, was found operating a
dogfighting ring and was charged with federal conspiracy in 2007,
Bloomberg notes.  He was subsequently suspended from the NFL
without pay and dropped from corporate sponsorship, Bloomberg
states.

Bloomberg comments that the 28-year old former NFL star joins the
list of financially ill-fated stars Mike Tyson and Riddick Bowe.

According to Bloomberg, Mr. Vick's lawyers hope that their client
can "rebuild his life" after the bankruptcy and probably "resume
his career" at the NFL.

Mr. Vick asks the Court to approve the engagement of David Talbot
as his financial advisor.

                     Career Before Indictment

The Atlanta Falcons drafted Mr. Vick and he signed a six-year
rookie contract worth $62 million, plus $3 million signing bonus
with the team in 2001, Bloomberg notes.

Shortly after his contract signing, Mr. Vick bought a property in
Smithfield, Virginia, which was later used to raise pit bulls and
to hold dogfights, Bloomberg says.

Mr. Vick's football and dogfight careers lasted for several years,
Bloomberg writes.  He later earned three Pro Bowl selections,  
became a Madden cover athlete, his No. 7 jersey ranked second in
the NFL sales, Bloomberg continues.

In 2004, Mr. Vick became topped the league players after signing a
10-year extension contract of $130 million, Bloomberg relates.  
During a 2006 season, he became the first quarterback to run more
than 1,000 yards.

                     About Michael Dwayne Vick

Michael Dwayne Vick, born June 26, 1980 in Newport News, Virginia,
is a suspended National Football League quarterback under contract
with the Atlanta Falcons team.  In 2007, a U.S. federal district
court convicted him and several co-defendants of criminal
conspiracy resulting from felonious dog fighting and sentenced him
to serve a 23 months in prison.  He is being held in the United
States Penitentiary at Leavenworth, Kansas.

Mr. Vick is also under indictment for two related Virginia state
felony charges for his role in the dogfighting ring and related
gambling activity.  His state trial has been delayed until he is
released from federal prison.  He faces a maximum 10-year state
prison term if convicted on both counts.


MRS FIELDS: Plan to Restructure $195MM Debt Stalled
---------------------------------------------------
Mrs. Fields Famous Brands, LLC, disclosed in a regulatory filing
with the Securities and Exchange Commission that it was not able
to commence an exchange offer on June 30, 2008, as originally
anticipated, as part of its plan to reorganize its business.

Mrs. Fields expects to commence the Exchange Offer "within the
next few weeks."

Mrs. Fields announced on June 5 a plan of reorganization through
an out-of-court exchange offer or a "pre-packaged" Chapter 11
filing and a plan of reorganization confirmed under the United
States Bankruptcy Code, as amended.  As reported by the Troubled
Company Reporter on June 6, Mrs. Fields reached agreement with the
holders of more than 78% of its 9% and 11-1/2% Senior Secured
Notes due 2011, issued in the aggregate principal amount of
$195,700,000, on the terms and conditions of a consensual
financial restructuring that would reduce the company's debt
obligations on account of the Senior Notes by approximately
$145,700,000.

Mrs. Fields, along with Mrs. Fields Financing Company, Inc., and
Mrs. Fields' Original Cookies, Inc., and certain members of a
committee of unaffiliated investors holding Notes have entered
into restructuring support agreements, pursuant to which the
parties have agreed to consummate the restructuring through an
out-of-court exchange offer and a solicitation of consents to
remove certain covenants from the indenture under which the Senior
Notes were issued.  To facilitate the consensual implementation of
the restructuring, the Restructuring Support Agreements
contemplate that Mrs. Fields and the Supporting noteholders would
negotiate and enter into definitive documentation and commence the
Exchange Offer and Consent Solicitation not later than June 30,
2008.

According to the TCR report, in the event that Mrs. Fields does
not receive tenders into the Exchange Offer from holders of 98% or
more of the aggregate
principal amount of Senior Notes, but does receive tenders from
the holders of two-thirds in aggregate principal amount of the
Senior Notes and one-half in number of the noteholders, the
company will file voluntary petitions for relief under Chapter 11
of the United States Bankruptcy Code and seek confirmation of a
pre-packaged plan of reorganization not later than Aug. 15, 2008.  
The company will include materials as part of the Exchange Offer
requesting support of the Bankruptcy Cases, if necessary.

The Restructuring Support Agreements provide for the following
treatment of claims and interests through the Exchange Offer or
Bankruptcy Cases, as applicable:

   * In exchange for tendering into the exchange offer, the
     Noteholders will receive a pro rata share of:

     (i) $90 million in cash, subject to specified downward
         adjustments;

    (ii) new senior secured notes in an aggregate principal amount
         of $50 million plus the amount of any cash shortfall
         below $90 million; and

   (iii) 87.5% of the new common equity to be issued on the
         effective date of the Exchange Offer or Bankruptcy Cases.

   * Holders of all other claims against Mrs. Fields will receive
     full payment in the ordinary course of business.
    
   * Holders of Mrs. Fields' existing common equity will be
     entitled to retain or receive 12.5% of the new common equity
     to be issued on the effective date and warrants to increase
     its ownership to up to a 30% stake in restructured
     Mrs. Fields pursuant to a pricing formula set forth in the
     Restructuring Support Agreements.

The indicated levels of equity ownership in restructured
Mrs. Fields, for both the Noteholders and Mrs. Fields' existing
common equity, will be subject to dilution by a new management
incentive plan and future issuances of equity.

Mrs. Fields, the members of the Committee and their advisors are
continuing to work together to complete the definitive
documentation needed to proceed with the Exchange Offer.  The
members of the Committee, through their counsel, have advised Mrs.
Fields that they are reserving their right to terminate their
obligations under the Term Sheet by reason of the Exchange Offer
not having been commenced on June 30, 2008.

               About Mrs. Fields Famous Brands

Headquartered in Salt Lake City, Utah, Mrs. Fields Famous Brands,
LLC -- http://www.mrsfields.com/--  develops and franchises   
retail stores which sell core products including cookies, brownies
and frozen yogurt through three specialty branded concepts: Mrs.
Fields, Great American Cookie company.  The company has more than
1,200 franchised and licensed concept locations worldwide.

At March 29, 2008, the company's balance sheet showed total assets
of $147.2 million and total liabilities of $247.2 million,
resulting in a total shareholders' deficit of approximately
$100.0 million.

                       Going Concern Doubt

As reported in the Troubled company Reporter on April 18, 2008,
KPMG LLP raised substantial doubt about the ability of Mrs. Fields
Famous Brands LLC to continue as a going concern after it audited
the company's financial statements for the year ended
Dec. 29, 2007.  The auditing firm reported that the company has
suffered recurring net losses and negative cash flows from
operations and has a net member's deficit at Dec. 29, 2007.

                          *     *     *

The Troubled Company Reporter said on June 16, 2008, that Moody's
Investors Service downgraded the Probability of Default rating of
Mrs. Fields Famous Brands to C from Caa2 in view of the company's
entry into a binding restructuring term sheet with a majority of
its senior secured notes creditors to restructure obligations
under its 9% and 11-1/2% Senior Secured Notes due 2011, issued in
the aggregate principal amount of $195,700,000.  Subsequent to
Mrs. Fields' completion of the proposed notes exchange or a filing
for a Chapter 11, its PDR could likely be downgraded to "D",
Moody's said.


MUHLENBERG HOSPITAL: Losses Could Cue Closure by Year-End
---------------------------------------------------------
The state of New Jersey is in a "gravely critical" condition as it
is about to lose Muhlenberg Regional Medical Center late this
year, Keith B. Richburg writes for the Washington Post.  The 130-
year old hospital incurred a $16.8 million loss in 2007 and is
expected to incur an $18 million loss in 2008, Washington Post
says.

The hospital's obstetrics and pediatrics wards have been closed
and the related equipment have been removed, Washington Post
relates.  Several elder patients will then have to travel 10 miles
to get treatment, Washington Post states.

Washington Post notes that 1.3 million people in New Jersey don't
have health insurance.  The state orders hospitals to treat anyone
and get reimbursement from the state after.  However, Washington
Post says that New Jersey is running low on its budget and may
have to reduce health care subsidies.  Without the promised
reimbursements, hospitals in turn have to shoulder their patients'
medical expenses.  Washington Post reports that six hospitals in
New Jersey have shut down in the last 18 months and three
hospitals that are open are financially struggling.

Washington notes that according to The New Jersey Hospital
Association, 77 hospitals were reimbursed with only $716 million
of the $1.3 billion in medical expenses they incurred.  For 15
years, hospitals absorbed a total of $6 billion in losses owed to
charity-care cases, Washington Post relates.

Like most hospitals, Muhlenberg's financial problems stem from the
surge of uninsured patients and budget cuts for Medicaid and
Medicare.

              Governor Signs $32.9 Billion Budget

New Jersey Governor Jon S. Corzine signed an unprecedented,
fiscally responsible $32.9 billion state budget for FY 2009 that
prioritizes the core functions of government -- education, public
safety and protection -- while also providing substantial property
tax relief to homeowners.

"This budget takes us through a turning point and confirms our
commitment to a common sense principle of finance, often ignored,
that we should spend no more than we take in," Governor Corzine
said.  "Make no mistake, the spending cuts are painful and bring
no pleasure of applause.  They didn't in February and they don't
[now].  The cuts do, however, make clear that fiscal and tax
stability for New Jersey's citizens is possible."

The budget represents a $2.9 billion reduction in spending;
reduces the size of government by 3,000 workers through early
retirement and attrition; cuts the operating budgets of every
state department by an average of five percent and eliminates
altogether the Department of Personnel and the Commerce
Commission.  This budget pays down the state debt by $650 million
and uses $261 million in unexpected surplus revenues to replenish
the Unemployment Insurance fund, thereby avoiding a $350 million
increase in business taxes.

The budget provides nearly $600 million more for public education
through a new, fairer funding formula that is based on students,
not zip codes.  It also maintains the property tax rebate program,
dedicating $1.5 billion to direct tax relief for property owners
with incomes up to $150,000 a year.

The budget cuts $600 million from last year's spending plan, only
the sixth time since 1951 the state budget has spent fewer actual
dollars than in the previous year.  It is far and away the largest
actual dollar, year-to-year reduction in state history.

In addition to the budget, Governor Corzine issued Executive Order
No. 103, which requires that in all future budgets, recurring
expenses by the state must match recurring revenues.

"This hard fought for budget confirms the Legislature's and my
commitment to resetting New Jersey's fiscal affairs.  Let me be
clear, the debate on this budget was challenging and we would not
be taking the path we are without the cooperation, leadership and
the discipline of the individuals standing with me," Governor
Corzine said.

A full-text copy of the release on the budget signing is available
for free at http://ResearchArchives.com/t/s?2f46

             About Muhlenberg Regional Medical Center

Muhlenberg Regional Medical Center -- http://www.muhlenberg.com/
-- owned by Solaris Health System, is a 396-bed acute care that
provides inpatient and outpatient services in all major medical
specialties.  Other specialized services include a complete array
of cardiac services (including emergency angioplasty), a Bariatric
Surgery Center, Vein Center, Lithotripsy Center,Wound Care Center,
hemodialysis, home care, hospice and adult medical day care.  The
Medical Center also shares a collaborative relationship with the
Plainfield Health Center, a federally qualified community health
center serving the greater Union County area.


NATIONSLINK FUNDING: Fitch Affirms 'BB' Rating on $6.6MM Certs.
---------------------------------------------------------------
Fitch Ratings upgraded NationsLink Funding Corporation's
commercial mortgage pass-through certificates, series 1999-SL, as:

  -- $7.7 million class E to 'AAA' from 'AA-'.

Fitch also affirmed these classes:

  -- $11.6 million class C to 'AAA';
  -- $14.3 million class D at 'AAA';
  -- $17.6 million class F at 'BB+';
  -- $6.6 million class G at 'BB'.

Fitch does not rate the notional $70.9 million class X.  Classes
A-1, A-2, A-3, A-4, A-5, A-6, A-IV and B have paid in full.

The upgrade is a result of additional paydown (29%) since Fitch's
last rating action.  As of the June 2008 distribution date, the
pool's collateral balance has been reduced 95.1%, to $57.9 million
from $1.18 billion at issuance.  Although, the transaction has
paid down significantly, the pool still remains diverse by
property type with 278 loans of the original 2,755 remaining.

The transaction's structure has reverted to standard sequential
pay.  The deal includes an overcollateralization feature which
creates a first loss piece that absorbs any losses that otherwise
would result in principal loss to the trust.  The current
overcollateralization amount is equal to $12.9 million (22% of the
pool).  To date, the overcollateralization structure of the pool
has prevented any principal losses to the trust.

The transaction continues to have stable performance with a
history of low delinquencies.  28% of the transaction is expected
to mature in 2008. The weighted average mortgage coupon for the
pool is 8.26%.  There are currently three (0.7%) loans in special
servicing due to maturity defaults.  The loans are expected to be
paid in full.


NBTY INC: S&P Holds 'BB' Credit Rating on Solid Credit Protection
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term
corporate credit rating on Ronkonkoma, New York-based NBTY Inc.  
In addition, S&P assigned bank loan and recovery ratings to the
company's $625 million senior secured credit facility that
includes a proposed $300 million first-lien term loan A due 2013,
which will be added on to the company's existing $325 million
revolver due 2011.  The $625 million senior secured facility is
rated 'BBB-', two notches above the corporate credit rating, with
a recovery rating of '1', indicating an expectation of very high
(90%-100%) recovery in the event of a payment default.
     
In addition, the rating on the subordinated debt, which consists
of $200 million 7.125% senior subordinated notes due 2015, remains
'BB', the same level as the corporate credit rating on NBTY.  The
recovery rating on these notes has been revised to '3' from '4',
indicating that lenders can expect meaningful (50%-70%) recovery
in the event of a payment default.
     
The outlook remains stable.  Approximately $910 million of lease-
adjusted debt will be outstanding pro forma for the transaction.  
The ratings on the new bank facility are based on preliminary
terms, subject to review upon final documentation.
      
"The ratings affirmation takes into account NBTY's solid credit
protection measures, leading market position in the vitamin,
mineral, and supplement industry, diverse distribution channels,
record of effectively integrating acquisitions, and opportunities
to strengthen its core VMS business with the Leiner Health
Products Inc. asset purchase," said Standard & Poor's credit
analyst Bea Chiem.  The $300 million proposed bank proceeds, along
with about $75 million of cash, will be applied to purchase Leiner
Health assets for about $375 million, including fees.
     
Although somewhat weakened pro forma for the acquisition, NBTY's
above-average credit protection measures provide some cushion for
potential moderate sales declines that could arise from negative
publicity or product liabilities or delays associated with
integrating the Leiner Health assets.  S&P would consider an
outlook revision to positive if NBTY maintains leverage in
the 2x area and funds from operations to total debt in the 30%
area and does not increase leverage significantly with another
large acquisition, more aggressive share-repurchase program, or a
dividend payout.  Alternatively, S&P would consider an outlook
revision to negative if the company's financial policy becomes
more aggressive, including a significant increase in leverage, or
if operating performance were to weaken and leverage increased to
the 3x area.  

Factors contributing to this scenario could include operating
weakness because of negative publicity, deteriorating margins from
high raw material costs, legal fees, and/or operating
inefficiencies.  Although highly unlikely over the near term, S&P
estimate that EBITDA margins would have to decline by 300 basis
points and sales decline by 29%, in order to breach a financial
covenant, and cause constrained liquidity.


NEW LIFE CHRISTIAN: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: New Life Christian Ministry, Inc.
        3099 Humphries Dr. S.E.
        Atlanta, GA 30354

Bankruptcy Case No.: 08-72348

Type of business: The Debtor administers to a religious
                  organization.

Chapter 11 Petition Date: June 30, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel: Nathaniel H. Blackmon, Esq.
                  The Blackmon Law Firm, LLC
                  1785 Park Place Blvd., Ste. 209
                  Stone Mountain, GA 30087

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

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

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


NFG INTERNATIONAL: Case Summary & Seven Unsecured Creditors
-----------------------------------------------------------
Debtor: NFG International, LLC
        19205 Sixpenny Lane
        Monument, CO 80132

Bankruptcy Case No.: 08-19772

Chapter 11 Petition Date: July 8, 2008

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  Email: jsb@kutnerlaw.com
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of NFG International, LLC's list of seven largest unsecured
creditors is available for free at:

      http://bankrupt.com/misc/cob08-19772.pdf


NICE ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nice Associates, LLC
        dba
        Nice Homes
        549 Reedy Road
        New Bern, NC 28562

Bankruptcy Case No.: 08-04559

Type of Business: The Debtor is engaged in the construction of
                  residential units.

Chapter 11 Petition Date: July 8, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

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

Total Assets: $5,503,092

Total Debts:  $4,748,766

A copy of Nice Associates, LLC's petition is available for free
at:

      http://bankrupt.com/misc/nceb08-04559.pdf


NORTH BAY GENERAL: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: North Bay General Hospital, Inc.
        1711 W. Wheeler Ave.
        Aransas Pass, TX 78336
        Tel: (361) 758-0503

Bankruptcy Case No.: 08-20368

Type of Business: The Debtor owns and operates a hospital.

Chapter 11 Petition Date: July 8, 2008

Court: Southern District of Texas (Corpus Christi)

Debtor's Counsel: Michael J Durrschmidt, Esq.
                     Email: mdurrschmidt@hirschwest.com
                  Hirsch & Westheimer
                  700 Louisiana, 25th Fl.
                  Houston, TX 77002-2728
                  Tel: (713) 220-9165
                  Fax: (713) 223-9319

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

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

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Reliant Energy                 $360,000
P.O. Box 120954
Dallas, TX 75312-0954

McClain, Maney & Patchin, P.C. $338,426
711 Louisiana, Ste. 3100
Houston, TX 77002

Internal Medicine Associates   $335,568
160 S. 13th St., Ste. B.
Aransas Pass, TX 78336

Corpus Christi Medical Center  $326,828
(Lab)
3315 S. Alameda
Corpus Christi, TX 78411

HCA                            $309,802
One Park Plaza
Nashville, TN 37203

Alliance Imaging, Inc.         $255,840
File 55826
Los Angeles, CA 90074-5826

Constellation New Energy, Inc. $253,946
P.O. Box 840159
Dallas, TX 75284-0159

Sunstone Behavioral Health     $250,722
Serv., LLC
P.O. Box 415000
Nashville, TN 37241-5000

San Patricio County Tax        $242,182
Assessor-Coll.

Hewlett-Packard Financial      $114,199
Services

Specialcare Hospital           $114,199
Management Corp.


NORTHEAST BIOFUELS: S&P Keeps $140MM 'B' Loan Rating on Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' rating on
Northeast Biofuels LLC's $140 million senior secured term loan
remains on CreditWatch with negative implications, pending further
review.  On July 2, 2008, the lenders approved a second waiver and
consent agreement following further delays in construction of a
dry-mill ethanol facility in Fulton, New York.  Construction is
now nine months delayed, and increased refinancing risk, as well
as additional concerns regarding liquidity prior to, and following
construction completion, could put further downward pressure on
the rating.  S&P expect to resolve the CreditWatch listing after a
more extensive review of documents and financial analysis.


OFFICE DEPOT: Projected Sales Decline Cues S&P's Neg. Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and other issue ratings on Delray Beach, Florida-based
Office Depot Inc. on CreditWatch with negative implications.
     
"This action follows the announcement that the company projects a
continued decline of sales and earnings in the second quarter of
2008," said Standard & Poor's credit analyst Mark Salierno,
"driven by weakness in the company's North American Retail
segment."  Office Depot indicated that same-store sales during the
quarter declined 10% from the prior year, and that EBIT margins
were 200 to 250 basis points weaker than anticipated.


ONE EQUITY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: One Equity, LLC
        412 E. Sixth Ave.
        Altoona, PA 16602

Bankruptcy Case No.: 08-70750

Chapter 11 Petition Date: July 8, 2008

Court: Western District of Pennsylvania (Johnstown)

Debtor's Counsel: John M. Haschak, Esq.
                  Email: jhaschak@lhrklaw.com
                  Leventry and Haschak, LLC
                  Richland Square III Ste. 202
                  1397 Eisenhower Blvd.
                  Johnstown, PA 15904
                  Tel: (814) 266-1799
                  http://lhrklaw.com/index2.html

Estimated Assets:   $500,000 to $1 million

Estimated Debts: $1 million to $10 million

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


PANACEA PARTNERS: Files for Chapter 11 Protection in Illinois
-------------------------------------------------------------
Panacea Partners LLC filed a voluntary Chapter 11 petition with
the United States Bankruptcy for the Northern District of
Illinois, Lorene Yue of Chicago Business reports.

"[The company] needs to reorganize its financial affairs . . . it
wasn't profitable enough," the report quoted Panacea's counsel
Michael Collins as saying.  "The whole point of this proceeding is
to keep it going," Mr. Collins adds.

Ms. Yue citing papers filed with the Court, says the company owed
at least $750,000 in claims to the Internal Revenue Service.

In April, the Securities and Exchange Commission accused Jason
Hyatt, a principal in Panacea, for swindling at least $5.4 million
in funds, wherein $2 million of which was used to open the
company, while the remaining balance was paid to mortgages and to
buy personal property, Ms Yue says.

The SEC complaint, reports relates, also accused BCI Aircraft
Leasing Inc. and its owner, Brian Hollnagel.  The SEC asserted
that some of the money Mr. Hyatt took was invested into BCI
Aircraft.

Panacea Partners LLC operates a restaurant at 465 E. Illinois
street.


PANACEA PARTNERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Panacea Partners, LLC
        465 East Illinois Street
        Chicago, IL 60611

Bankruptcy Case No.: 08-17391

Related Information: Michael Demnicki, member and manager, filed
                     the petition on the Debtor's behalf.

Chapter 11 Petition Date: July 7, 2008

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Michael R. Collins, Esq.
                  (michael.collins@collinsandcollins.com)
                  Collins & Collins
                  8 South Michigan Ave., Suite 1414
                  Chicago, IL 60603
                  Tel: (312) 201-8700 Ext. 18
                  Fax : 312 606-0234

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A list of the Debtor's unsecured creditors is available for free
at http://bankrupt.com/misc/ilnb08-17391.pdf


PARE-1 LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Pare-1, LLC
        5100 Corporate Drive
        Pittsburgh, PA 15237

Bankruptcy Case No.: 08-24463

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                      Case No.
      ------                      --------
      FD PA 1, LLC                08-24466
      FD PA 2, LLC                08-24134

Debtor-affiliate that filed separate Chapter 11 petitions on
June 24, 2008:

      Entity                      Case No.
      ------                      --------
      Pare-2, LLC                 08-24126

Chapter 11 Petition Date: July 8, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtors' Counsel: Robert O. Lampl, Esq.
                  (rol@lampllaw.com)
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors.


PAUL DUBIA: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Paul Alan Dubia
        Angela Marie Dubia
        12408 Del Vino Court
        San Diego, CA 92130

Bankruptcy Case No.: 08-06227

Chapter 11 Petition Date: July 7, 2008

Court: Southern District of California (San Diego)

Debtor's Counsel: John L. Smaha, Esq.
                  (jsmaha@smaha.com)
                  Smaha Law Group, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax : (619) 688-1558

Estimated Assets: $1,647,000

Estimated Debts:  $5,080,023

A list of the Debtor's unsecured creditors is available for free
at http://bankrupt.com/misc/casb08-06227.pdf


PENN NATIONAL: S&P Cuts Credit Facilities Rating to BB+ from BBB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Penn National Gaming Inc.'s senior secured credit facilities to
'BB+' from 'BBB-'.  The recovery rating on these loans remains
unchanged at '1', indicating that lenders can expect very high
(90% to 100%) recovery in the event of a payment default.
     
At the same time, Standard & Poor's raised its issue-level rating
on Penn National's subordinated debt to 'BB-' from 'B+'.  A
recovery rating of '3' was assigned to these securities,
indicating that lenders can expect meaningful (50% to 70%)
recovery in the event of a payment default.
     
All of Penn National's issue-level ratings were removed from
CreditWatch, where they were placed on June 15, 2007, following
the company's agreement to be acquired.  The issue-level rating
actions were made in conjunction with the affirmation and removal
from CreditWatch of the corporate credit rating on the company.
     
At the time of its CreditWatch listing, S&P lowered its corporate
credit rating on the company to 'BB-' from 'BB', but did not lower
the issue-level ratings on the individual debt instruments.  The
absence of a rating downgrade reflected the planned repayment of
Penn National's outstanding debt.  Now that the transaction has
been terminated, the lower issue-level rating on the secured
credit facilities reflects the standard notching criteria based on
its recovery rating scale and issue-level rating framework, while
the higher subordinated debt issue-level rating reflects the
extension of this criteria to speculative-grade unsecured debt
issues.


Ratings List

Penn National Gaming Inc.
Corporate Credit Rating      BB-/Negative/--

Issue-Level Rating Actions
                              To       From
                              --       ----
Penn National Gaming Inc.
Senior Secured               BB+      BBB-/Watch Neg
   Recovery Rating            1        1
Subordinated                 BB-      B+/Watch Neg
   Recovery Rating            3        NR


                            NR -- Not rated.


PRESIDENTIAL LIFE: Moody's Hikes Debt Rating to B1; Outlook Pos.
----------------------------------------------------------------
Moody's Investors Service has upgraded the senior debt rating of
Presidential Life Corporation to B1 from B2.  Moody's has also
raised the insurance financial strength rating of its subsidiary,
Presidential Life Insurance Company, to Ba1 from Ba2.  All the
ratings have a positive outlook.  These actions conclude the
review for possible upgrade that was initiated on April 17, 2008.

"This rating action is primarily based upon an improvement in
PLFE's corporate governance profile as well as in its financial
reporting capabilities, capital adequacy, and financial
flexibility," Arthur Fliegelman, vice president and senior credit
officer, said.

Moody's said that PLFE has made recent improvements in its
corporate governance profile, including the addition of three new
directors to the PLFE board.  These corporate governance
initiatives are expected to be ongoing, but the transition to a
new president and chief executive officer of PLFE are not expected
to be fully completed until May 2009.

The rating agency noted that it expects that the implementation of
these management changes will be relatively smooth and non-
disruptive to the company's operations.

According to the rating agency, improvements in PLFE's credit
profile have included the availability of additional internal and
external accounting expertise; substantial increases in
Presidential Life's reported statutory capital; paydowns of
outstanding PLFE debt; and the ongoing implementation of a more
robust asset/liability management program, as well as the
introduction of an early-stage enterprise risk management
framework to the organization.

"Despite these improvements," Mr. Fliegelman said.  "PLFE faces
intense competition in its core business where it faces larger
competitors benefiting from more favorable name recognition and
sale advantages."

PLFE also remains challenged by the relatively modest scale of its
product lines in a consolidating industry.  Additionally, a
significant majority of PLFE's sales take place in a single state,
New York, and they are heavily weighted to a single product, fixed
annuities.

Moody's noted that the positive outlook for PLFE and Presidential
Life is based primarily on the expected implementation of
additional corporate governance improvements over the next 12 to
18 months, which would put upward pressure on the ratings.

These expected changes include: (1) the execution of the above
discussed executive management changes at PLFE and Presidential
Life; (2) the addition of new independent PLFE directors with
meaningful senior leadership experience; (3) the eventual
succession of the PLFE chief executive officer title from the
current incumbent; and (4) the continued development of an ongoing
management succession plan.

The rating agency also explained that the ratings could be changed
back to stable if these occurred: (a) the above enumerated
corporate governance changes do not take place on the expect
timeframe; (b) loss of a significant number of independent
distribution agents; (c) Presidential Life's NAIC RBC falling
below 300% of its company action level; (d) cash flow coverage of
holding company interest expense below two times; or (e) adjusted
financial leverage above 35%.

These ratings were upgraded, with a positive outlook:

  -- Presidential Life Corporation -- senior unsecured debt, to B1
     from B2.

  -- Presidential Life Insurance Company -- insurance financial
     strength, to Ba1 from Ba2.

Headquartered in Nyack, New York, PLFE is an insurance
organization.  As of March 31, 2008, PLFE reported total assets of
approximately $4.1 billion and stockholders' equity of
approximately $646 million.

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


PUTNAM STRUCTURED: Moody's Replaces and Affirms Ratings on Notes
----------------------------------------------------------------
Moody's Investors Service has withdrawn and replaced the ratings
on these notes issued by Putnam Structured Product Funding 2003-1
Ltd:

Class Description: $363,000,000 Class A1 Floating Rate Notes Due
October 2038

  -- Prior Short-term Rating: P-1
  -- Current Short-term Rating: WR

Class Description: Class A-1ST-a Notes

  -- Prior Short-term Rating: P-1
  -- Current Short-term Rating: WR
  -- Prior Long-term Rating: NR
  -- Current Long-term Rating: Aaa

Class Description: Class A-1ST-b Notes

  -- Prior Short-term Rating: P-1
  -- Current Short-term Rating: WR
  -- Prior Long-term Rating: NR
  -- Current Long-term Rating: Aaa

Class Description: Class A-1ST-c Notes

  -- Prior Short-term Rating: P-1
  -- Current Short-term Rating: WR
  -- Prior Long-term Rating: NR
  -- Current Long-term Rating: Aaa

In addition Moody's has confirmed its rating on these notes:

Class Description: $22,000,000 Class C Notes Due October 2035

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

According to Moody's, the Prime-1 ratings assigned to the Class
A1, A-1ST-a, A-1ST-b and A-1ST-c Notes were based on the existence
of a put agreement provided by a Prime-1 rated third party.  The
notes have been re-issued with the put provider as both the
investor and the put counterparty.  Where the put provider is also
the holder of the notes, it is Moody's view that the put agreement
ceases to be relevant.

Accordingly, Moody's has withdrawn its short-term ratings on these
notes.  In place of the short-term ratings issued on these notes,
Moody's has issued long-term ratings of Aaa.


SALEM PLAZA: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Salem Plaza, LLC
        2105 Michael
        Sterling Heights, MI 48310

Bankruptcy Case No.: 08-56415

Chapter 11 Petition Date: July 8, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Martin P. Krall, Jr., Esq.
                  Email: mpkrall@kralllaw.com
                  25235 Gratiot Ave.
                  Roseville, MI 48066
                  Tel: (586) 779-8900
                  http://kralllaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of Salem Plaza, L.L.C.'s petition is available for free at:

      http://bankrupt.com/misc/mieb08-56415.pdf


SALS 2007: Moody's Cuts Rating of $20MM Notes Due 2017
------------------------------------------------------
Moody's Investors Service has downgraded the rating on these notes
issued by SALS 2007-3 (Series 4657):

Class Description: $20,000,000 SALS 2007-3 Notes due June 20, 2017

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

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


SALS B-2005: Moody's Junks Rating on Floating Rate Notes Due 2012
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating on these notes
issued by SALS B-2005-1:

Class Description: $9,000,000 Floating Rate Notes due June 20,
2012

  -- Prior Rating: Ba2, on watch for possible downgrade
  -- Current Rating: Caa2

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


SHANGHAI CENTURY: Shareholders Okay Borrelli Walsh as Liquidators
-----------------------------------------------------------------
Shanghai Century Acquisition Corporation disclosed that the
proposal to appoint Cosimo Borrelli and Jacqueline Walsh, both of
Borrelli Walsh Limited, to act as liquidators of the company was
approved by the shareholders of Shanghai Century at its general
and extraordinary meeting held on July 8, 2008.

On May 28, 2008, the Shanghai Century board of directors filed a
Notice of Dissolution and a Declaration of Solvency with the
Cayman Islands' Registrar of Companies, in addition to publishing
in the Cayman Islands' Gazette, a notice to all possible creditors
of the company's voluntary winding-up and distribution of assets.
The liquidators will undertake their own independent assessment of
the company's creditors and evaluation of claims.

The board considered it advisable for an independent liquidator to
be appointed, which under Cayman Islands' law requires shareholder
approval.  

The Liquidators' responsibilities include, but are not limited to,
undertaking an independent assessment, evaluation and settlement
of the company's creditors; and making pro rata distributions to
the holders of securities from the trust account of the company
into which the net proceeds of the company's initial public
offering were deposited plus:

   (i) one-half of the interest earned on the Trust Account and  

  (ii) any remaining net assets.

The per share distribution amount will not be determined until
after the Liquidators have evaluated and paid the creditors'
claims and may be less than the initial public offering price of
$8.00 per unit, assuming the entire amount of the Trust Account is
available for distribution.

No payments will be made in respect of the outstanding warrants  
or to any of its initial shareholders with respect to the shares
owned by them prior to the initial public offering.

Mr. Borrelli is a chartered accountant with over 20 years of
experience in formal and informal corporate restructuring,
insolvency, forensic accounting and financial investigations.

Ms. Walsh is a qualified lawyer in Hong Kong and the United States
with over 14 years of experience in formal and informal corporate
restructuring, insolvency, court and private receiverships and
financial investigations.

Shanghai Century Acquisition Corporation was formed for the
purpose of acquiring, through a share exchange, asset acquisition
or other similar business combination, or control through
contractual arrangements, an operating business having its primary
operations in China.  Shanghai Century Acquisition Corporation's
principal offices are in Hong Kong.

         About Shanghai Century Acquisition Corporation  

Headquartered in Hong Kong, Shanghai Century Acquisition
Corporation (AMEX: SHA) -- http://www.shanghaicenturyacquisiti...  
-- is a blank check company formed to serve as a vehicle for the
acquisition of an operating business that has its primary
operating facilities in the People's Republic of China, including
the Hong Kong Special Administrative Region and the Macau Special
Administrative Region, but excluding Taiwan.  It was formed to
serve as a vehicle to effect a merger, capital stock exchange,
asset acquisition or other similar business combination with an
operating business.  


SIMPLON BALLPARK: Wants to File Chapter 11 Plan Until August 18
---------------------------------------------------------------
Simplon Ball Park, LLC asks the Hon. James W. Meyers of the U.S.
Bankruptcy Court for the Southern District of California to extend
its exclusive periods to file a Chapter 11 plan and solicit
acceptances of that plan until Aug. 18, 2008.

The Debtor tells the Court that it has not proposed a Chapter 11
plan since it filed for bankruptcy on March 4, 2008.  The
requested extension of time will allow the Debtor to propose and
file a Chapter 11 plan in the event its proposed refinancing is
not approved by the Court, the Debtor explains.

The Debtor's exclusive period to file a Chapter 11 plan expired on
July 3, 2008.

A hearing is set for Aug. 13, 2008, at 2:30 p.m., to consider the
Debtor's request.

                      About Simplon Ballpark

Headquartered in San Diego, California, Simplon Ballpark, LLC
is a real estate developer.  The company filed for Chapter 11
protection on March 4, 2008 (Bankr. S.D. Calif. Case No. 08-
01803).  Hanno T. Powell, Esq. at Powell & Pool represents the
Debtor.  The U.S. Trustee for Region 16 has not appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  When it filed for protection from its creditors, the
company listed assets of between $100 million and $500 million and
debts of between $100 million and $500 million.


SIMPLON BALL: Unsec. Creditors to Get $2.4MM Under Proposed Loan
----------------------------------------------------------------
Simplon Ballpark LLC asks the Hon. James W. Meyers of the United
States Bankruptcy Court for the Southern District of California
to:

   a) approve a proposed refinancing of the Debtor's real
      property located in downtown Sand Diego adjacent to Petco
      Park; and

   b) conditionally dismiss its Chapter 11 proceeding upon the
      funding and payment in full of the secured lien held by
      SDG-Left Field, LLC, and the Debtor's unsecured creditors
      owed $2,400,000 in claims.

The Debtor says it has a new $40 million loan from Providence
Funding Inc., as lender, secured by a new first trust deed to the
property, pursuant to a commitment letter dated April 30, 2008.  
The proceeds of the loan will be used to:

   -- pay the existing $15,000,000 first deed of trust to the
      Debtor's property owed to SDG-Left;

   -- reduce the $13,500,000 second deed of trust to the property
      owed to Scripps Investment & Loan Inc. secured by its second
      trust deed;

   -- pay certain accrued interest to junior lienholders; and

   -- pay unsecured creditors.

The Debtor's property is encumbered by a $37,000,000 in deeds of
trust securing loans and a $1,500,000 in mechanic's liens.

The loan agreement provides, among other things: (i) payment of a
$1,000,000 commitment fee, and (ii) payment of a $20,000 deposit
to Providence Funding's legal fees in the transaction.

The Debtor assures the Court that SDG-Left's claims is adequately
protected.  SDG-Left's claims will be paid in full from the
proceeds of the loan.

A hearing is set for July 16, 2008, to consider the Debtor's
requests.

                      About Simplon Ballpark

Headquartered in San Diego, California, Simplon Ballpark, LLC
is a real estate developer.  The company filed for Chapter 11
protection on March 4, 2008 (Bankr. S.D. Calif. Case No. 08-
01803).  Hanno T. Powell, Esq. at Powell & Pool represents the
Debtor.  The U.S. Trustee for Region 16 has not appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  When it filed for protection from its creditors, the
company listed assets and debts both between $100 million to
$500 million.


SOUTHAVEN POWERS: Court Sets July 22 as Plan Objection Deadline
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina set July 22, 2008, 4:00 p.m., Eastern Time, as deadline
to file objections to the confirmation of Southaven Powers LLC's
Chapter 11 Plan of Reorganization.

On June 26, 2008, the Debtor delivered to the Court its Chapter 11
plan of reorganization.

                        Overview of the Plan

The Debtor's proposed plan contemplates that all property of the
Debtor will be free and clear of all claims, equity interest,
liens, charges or other encumbrances.

Separately, the Court has extended to Dec. 10, 2008, the exclusive
period within which the Debtor may file a plan of reorganization.  
The Court also extended the plan solicitation period until
Feb. 11, 2009.

The plan deems a claim or equity interest be classified in classes
to the extent that the claim or equity interest is allowed in that
class and has not been paid or otherwise settled prior to the
effective date.

The Debtor says that it will assume executory contracts and
unexpired leases and any monetary amounts in connection with these
contracts and leases will be satisfied.

The Debtor will make the distribution of claims on the effective
date of the plan.

                        Treatment of Claims

Administrative claims will be paid full in cash.

Each holder of an allowed general unsecured claims unsecured claim
will receive, in full and final satisfaction of the claim, cash in
full amount plus accrued interest on account of the claim.

All equity interest will be reinstated in their entirety on the
effective date of the plan.

A full-text copy of the Debtors' Chapter 11 Plan of Reorganization
is available for free at:

               http://ResearchArchives.com/t/s?2f4b

The Honorable George R. Hodges will convene a hearing to consider
the plan on Wednesday, July 30, 2008, 9:30 a.m., Eastern Time at
401 West Trade street, Charlotte, North Carolina.

For information on the filing of objections, you may contact:

     Moore & Van Allen PLLC
     Attn: Ben Hawfield
           Hillary B. Crabtree
           Jeremy Dunn
     100 North Tryon Street, Suite 4700
     Charlotte, NC 28202
     Tel (704) 331-1000
     Fax (704) 331-1159

            or

     Latham & Watkins LLP
     Attn: Mark A. Broude
           Caroline A. Reckler
     85 Third Avenue, Suite 1000
     New York, NY 10022-4834
     Tel (212) 906-1200
     Fax (212) 751-4864

                   About Southaven Power LLC

Headquartered in Charlotte, North Carolina, Southaven Power LLC
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Mark A. Broude, Esq., at Latham & Watkins LLP represents the
Debtor in its restructuring efforts, and Hillary B. Crabtree,
Esq., at Moore & Van Allen, PLLC, represents the Debtor in
litigation against PG&E Energy Trading-Power L.P, now known as
NEGT Energy Trading - Power L.P.  No official committee of
unsecured creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of more than $100 million.


SSG LLC: Chapter 11 Case Converted to Chapter 7 Liquidation
-----------------------------------------------------------
Parties with claims against the assets of the St. Stephen the
Great Ltd., aka SSG LLC, will meet on July 22, 2008, at the U.S.
Bankruptcy Court for the Southern District of Texas (Houston), The
Bookseller says.

SSG LLC owners, Philip and Mark Brewer, filed for chapter 11
reorganization three weeks ago, The Bookseller notes.  But that
case was subsequently converted to a chapter 7 liquidation
proceeding, The Bookseller quotes Bankruptcy Court clerk Verlie
Rios as saying.

The Debtor's employees have not received their salaries for June,
shopworkers union Usdaw said, according to The Bookseller.  The
union is posed to file 30 tribunal claims over contract changes,
The Bookseller notes.  Usdaw spokesperson said their legal
advisors are contacting the Brewers and probing "the legality of
the bankruptcy" petition, The Bookseller writes.

Steve Jeynes, former SSG LLC manager, allegedly committed suicide
and was found dead this week, The Bookseller reveals.  Mr. Jeynes
used to handle the Worcester branch until he was fired two weeks
ago, The Bookseller adds.

St. Stephen the Great Ltd., aka SSG LLC, is a Christian charity
and bookseller.  A blog by Dave Walker at wordpress --
http://cartoonchurch.wordpress.com/2008/06/10/who-are-the-enc-
management-company/ -- reveals that the Philip and Mark Brewer,
together with Sandra and Karen Ellen Brewer, are the same people
composing the management of several other entities including the
Durham Cathedral Shop Management Co., Chichester Shop Management
Co., and ENC Shop Management Co., a European company that operates
most SPCK bookshops.  SSG LLC's site at --
http://www.spckbookshops.org/-- is no longer accessible.


STEVE & BARRY'S: Files for Chapter 11 Bankruptcy in Manhattan
-------------------------------------------------------------
Steve & Barry's LLC and 63 of its affiliates disclosed that
they have initiated cases under Chapter 11 of the U.S. Bankruptcy
Code before the United States Bankruptcy Court for the Southern
District of New York, to address the company's financial
challenges.
   
Steve & Barry's stores and operations across the nation, including
its 276 retail locations, are open and conducting business as
usual.  The company's gift cards and store credits will continue
to be honored as always, and its return policies will remain in
place.
   
The company said that the commencement of the Chapter 11 cases was
based on a combination of factors, including a liquidity shortfall
as a result of credit market volatility and general economic
conditions, which, in turn, have impacted the company's store
opening plans and borrowing capacity.

The company stated it has performed very well from a sales
perspective, with total sales in the first five months of 2008 up
70%, average store sales up 25%, and comparable store sales up
15%.  In particular, its exclusive branded lines of merchandise
created with high-profile entertainers and athletes have performed
exceptionally well.
   
As part of the Chapter 11 process, the company is moving forward
with operational improvements in tandem with exploring a potential
sale of the company and its assets, to repay outstanding debt.
   
The operational improvements include taking immediate steps to
reduce expenses through staff reductions, office consolidations,
and other actions.  Steve & Barry's began this initiative with the
reduction of 172 corporate and field staff positions.
   
The company also filed customary "First Day" motions to support
its employees, customers and suppliers by providing for the
company's corporate and field associates to continue to be paid in
the usual manner, and for their medical, dental, life insurance,
disability and other benefits to continue without disruption.

Suppliers will be paid under normal terms for goods and services
provided after the filing date of July 9, 2008.  The company has
obtained an agreement from its secured lenders to use cash
collateral for its operating needs.
   
"Steve & Barry's opened its first store 23 years ago with the
mission of providing affordable, quality clothing to everyone,"
Steve & Barry's founders and co-CEOs Steve Shore and Barry Prevor
commented.  "This mission has grown beyond our wildest dreams,
providing our customers with 80 million units of affordable
clothing and accessories during the past year alone - including
products designed and endorsed by celebrities who have believed in
our vision."  

"Every one of these lines has met with great success," they added.
"BITTEN(TM), by Sarah Jessica Parker, transformed our stores
overnight into a destination for women shoppers and has grown at
an unprecedented pace since its launch in June 2007."
    
"Unfortunately, in the current credit and economic environment,
this has not been enough, they said.  "High costs of materials and
fuel prices have increased our cost of goods and cost of
operating."  

"Our customers are feeling the pain of high food and gas prices
and declining home values, and many of them are being forced to
shop closer to their homes and cut back on discretionary
purchases, they stated.  "The generally poor environment for
apparel retailers has reduced funding to our suppliers, landlords,
and to our company.  It has become increasingly difficult for us
to continue operating normally under these circumstances.
    
"Every member of our management team has been devastated by these
events and is deeply sorry to all of our employees and partners
who have been affected by the Chapter 11 filing," they ended.

                   About Steve and Barry LLC

Headquartered in Port Washington, New York, Steve and Barry LLC --
http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center and
mall-based locations throughout the U.S. At STEVE & BARRY'S (R)
stores, shoppers will find brands they can't find anywhere else,
including the BITTEN(TM) collection, the first-ever apparel line
created by actress and global fashion icon Sarah Jessica Parker,
and the STARBURY(TM) collection of athletic and lifestyle apparel
and sneakers created with NBA (R) star Stephon Marbury.  


STEVE & BARRY'S: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Steve & Barry's Manhattan,, LLC
             131 W. 33rd St. 15th Fl.
             New York, NY 10001

Bankruptcy Case No.: 08-12579

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        4004, Inc.                                 08-12580
        4004, LLC                                  08-12581
        Baller Brands, LLC                         08-12582
        Favored Brands, LLC                        08-12583
        Pro Air, LLC                               08-12584
        S&B Industries Inc.                        08-12585
        S&B Retail China, LLC                      08-12586
        S&B Retail India, LLC                      08-12587
        Star Band, LLC                             08-12589
        Steel Bolt Construction, LLC               08-12590
        Stellar Brands, LLC                        08-12591
        Steve & Barry's Alabama, LLC               08-12592
        Steve & Barry's Arizona, LLC               08-12593
        Steve & Barry's Arkansas, LLC              08-12594
        Steve & Barry's California, LLC            08-12595
        Steve & Barry's Colorado, LLC              08-12596
        Steve & Barry's Connecticut, LLC           08-12599
        Steve & Barry's CP, LLC                    08-12600
        Steve & Barry's Florida, LLC               08-12601
        Steve & Barry's Georgia, LLC               08-12602
        Steve & Barry's GLC, LLC                   08-12603
        Steve & Barry's Hawaii, LLC                08-12604
        Steve & Barry's Idaho, LLC                 08-12605
        Steve & Barry's Illinois, LLC              08-12607
        Steve & Barry's Indiana, LLC               08-12609
        Steve & Barry's International, LLC         08-12610
        Steve & Barry's Iowa, LLC                  08-12611
        Steve & Barry's Kansas, LLC                08-12612
        Steve & Barry's Kentucky, LLC              08-12613
        Steve & Barry's, LLC                       08-12615
        Steve & Barry's Louisiana, LLC             08-12616
        Steve & Barry's Maine, LLC                 08-12617
        Steve & Barry's Maryland, LLC              08-12618
        Steve & Barry's Massachusetts, LLC         08-12619
        Steve & Barry's Michigan, LLC              08-12620
        Steve & Barry's Midwest, LLC               08-12621
        Steve & Barry's Minnesota, LLC             08-12622
        Steve & Barry's Mississippi, LLC           08-12623
        Steve & Barry's Missouri, LLC              08-12624
        Steve & Barry's Nebraska, LLC              08-12625
        Steve & Barry's Nevada, LLC                08-12626
        Steve & Barry's New Jersey, LLC            08-12627
        Steve & Barry's New Mexico, LLC            08-12628
        Steve & Barry's New York, LLC              08-12629
        Steve & Barry's North Carolina, LLC        08-12630
        Steve & Barry's Oakland, LLC               08-12631
        Steve & Barry's Ohio, LLC                  08-12632
        Steve & Barry's Oklahoma, LLC              08-12633
        Steve & Barry's Pennsylvania, LLC          08-12634
        Steve & Barry's South Carolina, LLC        08-12635
        Steve & Barry's South Michigan, LLC        08-12637
        Steve & Barry's Tennessee, LLC             08-12638
        Steve & Barry's Texas, LLC                 08-12639
        Steve & Barry's Utah, LLC                  08-12640
        Steve & Barry's Virginia, LLC              08-12641
        Steve & Barry's Washington, LLC            08-12642
        Steve & Barry's West Virginia, LLC         08-12643
        Steve & Barry's Wisconsin, LLC             08-12644
        Stone Barn, LLC                            08-12645
        Stone Barn Trading, LLC                    08-12646
        Striking Brands, LLC                       08-12647
        Swift Building, LLC                        08-12648
        Symbolic Brands, LLC                       08-12649

Type of Business: The Debtors operate a retail clothing chain,
                  featuring casual apparel.  As of 2007, they
                  operate more than 200 stores in more than 30
                  U.S. states.  See http://www.steveandbarrys.com/

Chapter 11 Petition Date: July 9, 2008

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtors' Counsel: Lori R. Fife, Esq.
                     Email: lori.fife@weil.com
                  Shai Waisman, Esq.
                     Email: shai.waisman@weil.com
                  Weil, Gotshal & Manges, LLP
                  767 5th Ave.
                  New York, NY 10153
                  Tel: (212) 310-8318, (212) 310-8274
                  Fax: (212) 310-8007
                  http://www.weil.com/

Financial advisors: Conway, Del Genio, Gries & Co., LLC

Investment bankers: Goldman Sachs Group, Inc.

Claims agent: Epiq Bankruptcy Solutions, LLC
              Attn: Steve and Barry's Claims Processing
              757 3rd Ave., 3rd Fl.
              New York, NY 10017

Debtors' Consolidated Financial Condition:

Total Assets: $693,492,000

Total Debts:  $638,086,000

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Zheng Yong                     Trade Debt            $3,919,404
Attn: Debbie
P.O. Box 337, Gege Rd.
Nhlangano, Kingdom of
Swaziland
Tel: 002682077659
Fax: 002682077582

Texport Syndicate              Trade Debt            $3,258,030
Attn: Anuj Goenka
Sub Plot No. 6., Plot
No. F11/F12, Western Ind.
CO-OP Estate, Midc.,
Andheri (E), Mumbai-400 093.
Tel: 91-22-28395601
Fax: 91-22-28368728

Yixing City (J.J.Garments)     Trade Debt            $2,535,507
Attn: Joanna
Rm. 801, 251 Xiaomuqiao
Rd., Shanghai, China
Tel: 0086-021-64438227-806
Fax: 0086-021-64436030

Gildan Active Wear Srl         Trade Debt            $2,488,722
Attn: Asha Weeks
600 de Maissonneuve W.
Quebec, H3A, 3J2 Canada
Tel: 514-735-2023
Fax: 514-735-6810

Simon Property Group           Leases                $2,153,712
Attn: Jackie S. Mason,
General Counsel
225 W. Washington
Indianapolis, Indiana 46204
Tel: (317) 263-7620
Fax: (317) 263-7038

Atraco Inds.–Ashton            Trade Debt            $2,140,676
Attn: Manan Kapasi
Atraco Industrial Enterprise
P.O. Box 16798
Jebel Ali, Dubai, UAE
Tel: 0097148812686
Fax: 0097148818042

Agi Logistics                  Trade Debt            $2,085,624
Attn: James Minutello
P.O. Box 3203
Buffalo, NY 14240-3203
Tel: (718) 656-5500
Fax: (718) 947-0164

B&B Contractors, Inc.          Trade Debt            $1,796,091
dba The Bergman Companies
Attn: Bill Bohn,
Vice-President of Construction
4300 Edison Ave.
Chino, CA 91710
Tel: (830) 899-3348
Fax: (830) 899-3358

Alstyle Apparel                Trade Debt            $1,722,547
Attn: Tod Scarborough,
President
1501 East Cerritos Ave.
Anaheim, CA 92805
Tel: (714) 765-0400
Fax: (714) 765-0450

Destination Apparel            Trade Debt            $1,367,830
Attn: Arun
Shakti Vinayak Marg, Gairi
Gaoun-9-Kathmandu-Bagmati
Zone-148-977-0
Tel: 977-1-4220073
Fax: 00977-1-4226021

Weihai Jucheng                 Trade Debt            $1,344,189
Attn: Susan/Susansui
No. 105 Hengtai St., Hi-Tech
Zone, Weihai, China
Tel: 0631-5696001
Fax: 0631-5606010

Sonal Garments                 Trade Debt            $1,222,385
Attn: Pravin Agarwal/Sapna
134-A, Mittal Ct., 224
Nariman Pt., Mumbai-400 021
Tel: 30414014, 30913459
Fax: 91-22-56308276

CBL & Associates Management,   Leases                $1,202,546
Inc.
Attn: Victoria Berghel,
General Counsel, & Howard
Grody, Vice-President of Mall
Leasing
CBL Ctr., Ste. 500
2030 Hamilton Place Blvd.
Chattanooga, Tennessee
37421-6000
Tel: (423) 490-8684,
     (423) 490-8317
Fax: (423) 893-4388,
     (423) 490-8629

General Growth Management,     Leases                $1,196,266
Inc.
Attn: Thomas K. Hornacek,
General Counsel
Re: Centerpointe Mall
110 N. Wacker Dr.
Chicago, IL 60606
Tel: (312) 960-2741
Fax: (312) 960-5476

Bombay Rayon Fashion           Trade Debt            $1,183,477
Attn: Prashant/Nazim
D-1st Flr., Oberoi Garden
Estate, Chandivali, Andheri
(East), Mumbi 40059
Tel: 91-22-56955566
Fax: 91-22-28476992

Kaytee Corp.                   Trade Debt            $1,174,298
Attn: Premal
51, Sakhar Bhavan, 5th
Mumbai-400 021, India
Floor, Nariman Point,
Tel: (0091-22) 22837123,
     (0091-22) 22837124
     (0091-22) 56308934
     (0091-22) 56308938
Fax: 0091-22-22842243

Ami Apparels                   Trade Debt            $1,145,877
Attn: Arun
P.O. Box 3263, 2nd Flr.,
'Y' Block, 380-381,
Kathmandu Plaza
Kamaladi, Kathmandu, Nepal
Tel: 4241437, 4255956
Fax: 227538, 249392

Zhuhai Wintop                  Trade Debt            $1,141,710
Attn: Michael
1-3-601 No. 372 Qinglu
South Rd., Jida, Zhuhai
Tel: 0086-756-3328546
Fax: 0086-756-8895372

International British          Trade Debt            $970,714
Garments Co. Ltd. (Mft.)
Attn: Sudhir
P.O. Box 96, Ad Dulayl, Amman
Tel: 962-5-3825114
Fax: 962-5-3824270

American Express Corporate     Trade Debt            $944,045
Green Card
Attn: Toni Specht
American Express Corporate
Services Director, Account
Development
2965 W. Corporate Lakes
Weston, FL 33331-3626
Tel: (623) 581-7203
Fax: (480) 837-2112

Yixing City Huachuang          Trade Debt            $925,605
Attn: Joanna
Imp. & Exp. Co. Ltd.
Room 801, 251 Xiaomuqiao
Rd., Shanghai, China
Tel: 0086-021-64438227-806
Fax: 0086-021-64436030

Excel Apparels                 Trade Debt            $912,668
Attn: Deepak/Vincy/Bhaskar
Menon
6, Sri Kanchi Kamatchi
Nagar, K.P. Pudur
(Opp;Velan Hotel),
Kangayam Rd., Tirupur-641604
India
Tel: 24216211, 24216213
Fax: 91-022-24370968

Rolex Garments Epz., Ltd.      Trade Debt            $863,600
Attn: Mr. Moti Karnani,
Director, & Rajesh Gehani
P.O. Box No 10, Athi-
River, Kenya
Tel: 2544522039, 2544522162,
     2544522031
Fax: 2544522139

Samrat Gems                    Trade Debt            $862,911
Attn: Rajeev
Patel Engg. Co. Compound,
Patel Estate, Off. S.V. Rd.,
Jogeshwari (W)
Tel: 91-22-26788741,
     91-22-26788742
Fax: 91-22-26788680,
     91-22-26040038

Seven Seas Furniture           Trade Debt            $853,772
Industrial
Attn: Felix
No.38, Xinchang Rd.
Xinyang Industrial, Haicang,
Xiamen
Tel: 86-592-6513817
Fax: 86-592-6513820

Sinomax International          Trade Debt            $842,217
(Hongkong) Ltd. (Wanda)
Attn: Swan/Pratik
B26-Binh Tan Dist.,-
Hochiminh City,-231-84-0
Tel: 84-8-8275758
Fax: 852-27578705

S.M. Traders                   Trade Debt            $820,939
Attn: Irfan Merchant
D-11, S. Ave.
S.I.T.E., Karachi-75700
Pakistan
Tel: 0092-21-2562310-2011
Fax: 0092-21-2570130

Westfield Corp., Inc.          Leases                $812,030
Attn: Rory Packer, Office of
the Legal Cousel
11601 Wilshire Blvd.
Los Angeles, CA 90025-1748
Tel: (310) 445-2425
Fax: (310) 478-8776

United Garment Mnf. Co.        Trade Debt            $792,428
Attn: Mr. Karim Saifi
St. No.16, Bldg., No:(e)
Al-tajamaout Industrial City,
Amman, Amman
Tel: (962) 06 4020512
Fax: (219) 6249065

Putian Ala Footwear & Clothing Trade Debt            $783,388
Attn: Cindy Zhou
Hushi Quanguan Industrial
Area, Xiuyu County,
Putian, Fujian, China
Tel: 0086-0594-5878888
Fax: 0086-0594-5859333


ST. PAUL: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: St. Paul at Chapelwood, L.P.
        5817 Allentown Way
        Temple Hills, MD 20748

Bankruptcy Case No.: 08-18848

Chapter 11 Petition Date: July 8, 2008

Court: District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtors' Counsel: Stanton J. Levinson, Esq.
                   (tiger110@earthlink.net)
                  2730 University Boulevard West, Suite 201
                  Silver Spring, MD 20902
                  Tel: (301) 949-0039

Estimated Assets: $1 million to $10 million

Estimated Debts:  $10 million to $50 million

A list of 20 largest unsecured creditors is available for free
at:

           http://bankrupt.com/misc/mdb08-18848.pdf


TIM JACOBI: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Tim Jacobi
        2210 Oakland Bend
        San Antonio, TX 78258

Bankruptcy Case No.: 08-51951

Chapter 11 Petition Date: July 7, 2008

Court: Western District of Texas (San Antonio)

Debtor's Counsel: Jesse Blanco, Jr., Esq.
                  (jesseblanco@sbcglobal.net)
                  P.O. Box 680875
                  San Antonio, TX 78268
                  Tel: (210) 509-6925

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

The Debtor did not file a list of unsecured creditors.


TRIBUNE CO: Lenders Under $8.9BB Loan Sell Stake at 74% of Face
---------------------------------------------------------------
One or more former members of the lending syndicate under Tribune
Co.'s $8,983,000,000 senior secured credit agreement dated May 17,
2007, as amended on June 4, 2007, sold their participations for 74
cents-on-the-dollar last week, according to syndicated loan
pricing data compiled by The Wall Street Journal.

JPMorgan Chase Bank, N.A., serves as administrative agent, and
Merrill Lynch Capital Corporation acts as syndication agent under
the credit agreement.  Citicorp North America, Inc., Bank of
America, N.A. and Barclays Bank PLC, serve as co-documentation
agents, and J.P. Morgan Securities Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Citigroup Global Markets Inc. and
Banc of America Securities LLC, act as joint lead arrangers and
joint bookrunners.

               Tribune's $8.9-Bil. Credit Facility

The loan consists of these facilities:

   (a) a $1,500,000,000 Senior Tranche X Term Loan Facility;

   (b) a $5,515,000,000 Senior Tranche B Term Loan Facility;

   (c) a $263,000,000 Delayed Draw Senior Tranche B Term Loan
       Facility; and

   (d) a $750,000,000 Revolving Credit Facility.

The Credit Agreement also provided a commitment for an additional
$2,105,000,000 in new incremental term loans under the Tranche B
Facility.  The aggregate amount of the facilities under the Credit
Agreement equals $10,133,000,000.

The loan matures May 17, 2014, according to data obtained from
Bloomberg.

The loan carries a B2 rating from Moody's Investors Service and a
B rating from Standard & Poor's Ratings Services, according to
Wall Street Journal data.

Tribune, in a regulatory filing with the Securities and Exchange
Commission in March 2008, disclosed that on June 4, 2007, proceeds
from the Tranche X Facility and the Tranche B Facility were used
by the Company in connection with the consummation of a share
repurchase program and to refinance the Company's former five-year
credit agreement and former bridge credit agreement.

The Revolving Credit Facility includes a letter of credit
subfacility of up to $250,000,000 and a swingline facility of to
$100,000,000.  Borrowings under the Revolving Credit Facility may
be used for working capital and general corporate purposes,
Tribune said.  The Company also said it intends to use the Delayed
Draw Facility to refinance roughly $263,000,000 of its medium-term
notes as they mature during 2008.  In February 2008, the Company
refinanced $25,000,000 of the medium-term notes with borrowings
under the Delayed Draw Facility.

On Dec. 20, 2007, Tribune entered into:

   (i) a $1,600,000,000 senior unsecured interim loan agreement;
       and

  (ii) a number of increase joinders pursuant to which the
       Incremental Facility became a part of the Tranche B
       Facility under the Credit Agreement.

The Interim Credit Agreement contains a $1,600,000,000 12-month
bridge facility.  Tribune used the total proceeds of
$3,705,000,000 from the Bridge Facility and the Incremental
Facility, among other ways, in connection with the consummation of
its April 2007 merger and for general corporate purposes.

Tribune entered into an Agreement and Plan of Merger in April 2007
with GreatBanc Trust Company, solely as trustee of the Tribune
Employee Stock Ownership Trust, a separate trust which forms a
part of the ESOP; Tesop Corporation, a Delaware corporation wholly
owned by the ESOP; and the Zell Entity providing for Merger Sub to
be merged with and into the Company, and following the merger, the
Company to continue as the surviving corporation wholly owned by
the ESOP.

                $650,000,000 Due in December 2008

Tribune repaid in June 2007 $100,000,000 of the $1,500,000,000 of
borrowings under the Tranche X Facility.  The remaining principal
balance of the Tranche X Facility must be repaid in an aggregate
amount of $650,000,000 on Dec. 4, 2008, and the remaining
outstanding amount of the Tranche X Facility, if any, must be
repaid on June 4, 2009.

The Tranche B Facility is a seven-year facility which matures on
June 4, 2014, and amortizes at a rate of 1.0% per annum (payable
quarterly).  The Delayed Draw Facility automatically becomes part
of the Tranche B Facility as amounts are borrowed and amortizes
based upon the Tranche B Facility amortization schedule.  The
Revolving Facility is a six-year facility and matures on June 4,
2013.

Tribune said, prior to June 4, 2008, optional prepayments on the
Tranche X Facility and the Tranche B Facility with the proceeds of
a substantially concurrent issuance of loans under any senior
secured credit facilities pursuant to the Credit Agreement must be
accompanied by a prepayment fee equal to 1.0% of the aggregate
amount of the prepayments if the interest rate spread applicable
to the new loans is less than the interest rate applicable to the
Tranche X Facility or the Tranche B Facility.  Tribune said
borrowings under the Credit Agreement are prepayable at any time
prior to maturity without penalty, and the unutilized portion of
the commitments under the Revolving Credit Facility or the Delayed
Draw Facility may be reduced at the option of the Company without
penalty.

Subject to certain prepayment restrictions contained in the Credit
Agreement, the Bridge Facility is prepayable at any time prior to
maturity without penalty, including in connection with the
issuance of up to $1,600,000,000 of high-yield notes.

If any loans under the Bridge Facility remain outstanding on Dec.
20, 2008, the lenders will have the option to exchange the initial
loans for senior exchange notes that the Company will issue under
a senior indenture.  The maturity date of any initial loans that
are not exchanged for senior exchange notes will -- unless a
bankruptcy event of default has occurred and is continuing on that
date -- automatically be extended to Dec. 20, 2015.  The senior
exchange notes will also mature on the Final Interim Credit
Agreement Maturity Date.  Holders of the senior exchange notes
will have registration rights.

Borrowings under the Credit Agreement are guaranteed on a senior
basis by certain of Tribune's direct and indirect U.S.
subsidiaries and secured by a pledge of the equity interests of
Tribune Broadcasting Holdco, LLC and Tribune Finance, LLC, two
Tribune subsidiaries.  Tribune's other senior notes and senior
debentures are secured on an equal and ratable basis with the
borrowings under the Credit Agreement as required by the terms of
the indentures governing the notes and debentures. Borrowings
under the Interim Credit Agreement are unsecured, but are
guaranteed on a senior subordinated basis by certain of Tribune's
U.S. subsidiaries.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating  
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

Tribune, like other newspaper outlets, is suffering a decline in
publishing revenues due to online competition.  Chicago Tribune
media columnist Phil Rosenthal says the newspaper industry
troubles are compounded at Tribune by the debt load Tribune took
on late 2007 in going private -- an $8,200,000,000 transaction
engineered by Sam Zell, who became the company's chairman and
chief executive.

Mr. Rosenthal says Tribue has major payment obligations due in
2008 and 2009.  Mr. Zell, according to Mr. Rosenthal, has said the
2008 obligations should be covered through Cablevision Systems
Corp.'s $650,000,000 deal to acquire control of Newsday, Tribune's
paper in Long Island, as well as through a $300,000,000 asset-
backed commercial paper facility with Barclays Bank PLC.  Mr.
Rosenthal says the planned sale of the Chicago Cubs and Wrigley
Field is expected to help cover 2009 obligation.

                       
U.S. JETS: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------
Debtor: U.S. Jets, Inc.
        1080 Ben Epps Drive
        Athens, GA 30605

Bankruptcy Case No.: 08-30797

Chapter 11 Petition Date: July 8, 2008

Court: Middle District of Georgia (Athens)

Debtor's Counsel: Ernest V. Harris, Esq.
                  (ehlaw@bellsouth.net)
                  Harris & Liken LLP
                  P.O. Box 1586
                  Athens, GA 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053

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

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

Debtor's list of its five largest unsecured creditors:

   Entity                               Claim Amount
   ------                               ------------
Leone Halpin LLP                             $40,000
521 West Colfax
Southbend, IN 46601

AT&T BellSouth Advertising and               $18,000
Publishing
P.O. Box 105024
Atlanta, GA 30348-5024

Standard Aero                                $14,000
1550 Hangar Road
Augusta, GA 30906

First Insurance Funding Corp.                 $8,129

Corporate Jets Inc.                           $1,900


VESTA INSURANCE: Settles Unresolved Portion of $140MM Claim
-----------------------------------------------------------
Kevin O'Halloran, in his capacity as Plan Trustee for J. Gordon
Gaines, Inc., filed Claim No. 73 against Vesta Insurance Group,
Inc., asserting more than $140,000,000, including:

   * $94,926,029 for outstanding intercompany balances;

   * $16,046,237 for contract and tort claims; and

   * $29,273,410 for avoidance actions plus interest, fees,
     expenses and other contingent and unliquidated damages.

Lloyd T. Whitaker, Plan Trustee for Vesta, and the Gaines Plan
Trustee entered into a settlement in January 2008 with Vesta Fire
Insurance Corporation, Vesta Insurance Corporation, Shelby
Casualty Insurance Company, The Shelby Insurance Company, Texas
Select Lloyds Insurance Company and Select Insurance Services,
Inc., under which Gaines transferred its interest in Claim No. 73
to Vesta Fire, except for the $29,273,410 avoidance claims.

The parties also reached another settlement under which Vesta
Fire agreed to release the portions of Claim No. 73 transferred
by Gaines to Vesta, and withdraw the Claim with prejudice.

The Vesta Plan Trustee finds that Claim No. 73 is unclear whether
any portion, other than the claims for avoidance of the
preferential transfers, remains pending and unresolved.  The
Vesta Plan Trustee also compels Gaines to supplement its Claim to
the extent that it asserts that its right of set-off was not
transferred to Vesta Fire.  The Vesta Plan Trustee asserted that
any unreleased, overstated portion of Claim No. 73 should be
reduced to an amount to be proven at a Court trial or hearing.

To resolve their dispute and avoid the risks and expenses of a
possible litigation relating to, among others, Claim No. 73, the
Vesta and Gaines Plan Trustees stipulate that:

   -- they will mutually release each other of claims and
      essentially eliminate Claim No. 73;

   -- the Gaines Plan Trustee will promptly withdraw its request
      for the Court to estimate Claim No. 149 filed by VIG and
      dismiss the adversary proceeding commenced by the Gaines
      Plan Trustee against VIG seeking equitable subordination
      some of VIG's claims; and      

   -- there are no payments being made by Gaines to VIG or VIG
      to Gaines, in connection with the Settlement Agreement.

A full-text copy of the Settlement Agreement is available for
free at http://bankrupt.com/misc/VIG&GainesSettlementPact.pdf

The Plan Trustees contend that the Settlement limits their
liability to each other without further expense, removes any
uncertainty and delay regarding the potential litigation between
the parties, and eliminates the substantial costs of litigation.

Accordingly, the Plan Trustees ask the U.S. Bankruptcy Court for
the Northern District of Alabama to approve the settlement.

                  About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  The Court confirmed FSIA's
plan on March 24, 2008.  (Vesta Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)    


VESTA INSURANCE: Gains Plan Trustee Objects to $3.34MM Claim
------------------------------------------------------------
Kevin O'Halloran, his capacity as the Plan Trustee under the
Third Amended Chapter 11 Plan of Liquidation of J. Gordon Gaines,
Inc., objects to, and asks the U.S. Bankruptcy Court for the
Northern District of Alabama to estimate, Claim No. 149 filed by
Vesta Insurance Group, Inc.

Claim No. 149 seeks an estimate of $3,341,531 for potential
preferential transfers and fraudulent conveyance under Sections
544, 547 and 548 of the Bankruptcy Code.  The Claim states that
there were substantial transfers of funds made by VIG to Gaines
during the one year period prior to VIG's Petition Date.  VIG
adds that, assuming that it was insolvent at the time of each
transfer in question, these transfers to the Debtor may be
recoverable "to the extent that they are preferential or
fraudulent transfers."

The Gaines Plan Trustee asserts that the Claim does not hold
merit.

Rufus T. Dorsey, Esq., at Parker Hudson Rainer & Dobbs LLP, in
Atlanta, Georgia, on behalf of the Gaines Plan Trustee, notes
that none of the alleged substantial transfers made by VIG to
Gaines one year prior to VIG's Petition Date constitute a
preference or a fraudulent conveyance, and that those transfers
are unavoidable.

Even assuming otherwise, Mr. Dorsey asserts that the amount of
any avoidable transfer would be substantially less than the
amount owed by VIG to Gaines, and Gaines is entitled to set off
or recoup the amounts from any indebtedness owing to VIG.

Mr. Dorsey adds that Claim No. 149, on its face, is an estimation
and a generalized statement and does not provide specific
information regarding the alleged transfers by VIG to Gaines.
He asserts that VIG received preferential payments or fraudulent
transfers from Gaines, and, pursuant to Section 502(d), until
those transfers are returned to Gaines, any claim asserted by VIG
against J. Gaines should be disallowed.

Furthermore, Mr. Dorsey relates that VIG and its subsidiaries
were part of an insurance business enterprise, under which Gaines
was the "management" subsidiary for the other entities within
VIG.  Pursuant to the enterprise, Gaines provided management
services to VIG at cost, plus 10% from some of its affiliates.  
He says all obligations incurred by Gaines should have been
reconciled by VIG on a monthly basis but VIG failed to comply
with the arrangement, thereby conflicting with the proper
functioning of Gaines and resulting to Gaines' unpaid
obligations.

According to Mr. Dorsey, an estimation by the Court of VIG's
Claim is important, as the Gaines Plan Trustee will deduct from
the final distribution to creditors the estimated amount to be
sufficient to cover VIG's share of the distribution.  "Without
knowing the proper amount to reserve for the VIG Claim, the
[Gaines] Plan Trustee cannot make a final distribution to
creditors and likewise cannot close this case," he maintains.

                  About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  The Court confirmed FSIA's
plan on March 24, 2008.  (Vesta Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)    


VESTA INSURANCE: Gaines Plan Trustee Wants Debt Turned into Equity
------------------------------------------------------------------
Kevin O'Halloran, in his capacity as Plan Trustee for J. Gordon
Gaines, Inc., asks the U.S. Bankruptcy Court for the Northern
District of Alabama to equitably subordinate any and all
claims asserted by Vesta Insurance Group, Inc., against Gaines,
and recharacterize as equity any indebtedness owed by Gaines to
VIG.

VIG filed Claim No. 149 against Gaines seeking an estimated
amount of $3,341,539 for potential preferences and fraudulent
conveyance claims.  

According to Rufus T. Dorsey, Esq., at Parker, Hudson, Rainer &
Dobbs LLP, in Atlanta, Georgia, relates that VIG failed to pay
Gaines for Gaines' provision of personnel, infrastructure and
services to VIG.  VIG's failure to pay resulted to Gaines
incurring liabilities for the services.   He says that VIG
allowed the "failure" to occur while simultaneously reaping the
benefits of (i) Gaines' services, and (ii) the transfers of
substantial funds from Gaines over a five year period, which
transfers in excess of $90,000,000 remained on the Petition Date
as an obligation owing by VIG to Gaines.

The non-insider creditors are the victims of the election by VIG
to decline to make payments in amounts sufficient to cover the
obligations incurred by Gaines for VIG's benefit, Mr. Dorsey
tells Judge Thomas B. Bennett.  VIG's actions have caused
"substantial injury" to, and obtained "an unfair advantage" over
Gaines and its non-insider creditors through its inequitable
conduct, he asserts.

Mr. Dorsey contends that VIG was an insider of Gaines by virtue
of its affiliation with Gaines.  VIG was the sole shareholder of
Gaines.  He asserts that equitable subordination of any claims of
VIG against Gaines is not inconsistent with the Bankruptcy Code,
hence, any and all claims of VIG against Gaines should be
subordinated to all other unsecured claims of creditors of
Gaines and all of Gaines' indebtedness to VIG should be
re-characterized as equity in Gaines.

                 About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  The Court confirmed FSIA's
plan on March 24, 2008.  (Vesta Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)    


WCI COMMUNITIES: Commences Offer to Exchange $125MM of 4% Notes
---------------------------------------------------------------
WCI Communities Inc. commenced an exchange offer for all of its
outstanding $125 million 4% Contingent Convertible Senior
Subordinated Notes due 2023.  WCI is offering to exchange $1,000
principal amount of new 16% senior secured notes due 2013 for each
$1,000 principal amount of the Outstanding Notes.

The exchange offer will expire at 12:00 midnight EDT on Aug. 4,
2008, unless extended or terminated by the Company.  Tendered
notes may be withdrawn at any time prior to 12:00 midnight on the
expiration date.

Investors and security holders may obtain the offering memorandum
and related materials through the exchange agent for the exchange
offer, The Bank of New York Mellon Trust Company, N.A., at:

     The Bank of New York Mellon Trust Company N.A.
     Attention:  David Mauer
     101 Barclay Street - 7 East
     New York, NY 10286
     Tel (212) 815-3687
     Fax (212) 298-1915

The consummation of the exchange offer is subject to certain
customary conditions, including a 95% minimum tender condition,
which means that at least 95% of the aggregate principal amount
outstanding of the notes must have been validly tendered and not
withdrawn.

The exchange offer is also conditioned on the amendment and
restatement of the company's existing credit facilities and
issuance of new second lien notes.

No assurances can be given that the company will be successful in
entering into an amendment and restatement of the company's
existing credit facilities or issuing new second lien notes, in
each case on satisfactory terms or at all.

Subject to applicable law, WCI may, in its sole discretion, waive
any condition applicable to the exchange offer or extend or
terminate or otherwise amend the exchange offer.

WCI filed with Securities and Exchange Commission a Tender Offer
Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934, a full text copy is available for free at:

               http://ResearchArchives.com/t/s?2f50

WCI also filed with SEC a Form of Indenture dated Aug. 5, 2008, a
full text copy is available for free at:

                http://ResearchArchives.com/t/s?2f4f

                     About WCI Communities Inc.

WCI Communities Inc. (NYSE: WCI) -- http://www.wcicommunities.com/     
-- named America's Best Builder in 2004 by the National
Association of Home Builders and Builder Magazine, has been
creating amenity-rich, master-planned lifestyle communities since
1946.  Florida-based WCI caters to primary, retirement, and
second-home buyers in Florida, New York, New Jersey, Connecticut,
Maryland and Virginia.  

The company offers traditional and tower home choices with prices
from the high-$100,000s to more than $10.0 million and features a
wide array of recreational amenities in its communities.  In
addition to homebuilding, WCI generates revenues from its
Prudential Florida WCI Realty Division, and title businesses, and
its recreational amenities, as well as through land sales and
joint ventures. The company currently owns and controls
developable land on which the company plans to build over 15,000
traditional and tower homes.

The company operates in three principal business segments: Tower
Homebuilding, Traditional Homebuilding, which includes sales of
lots, and Real Estate Services, which includes real estate
brokerage and title operations.

                         *     *     *

As disclosed in the Troubled Company Reporter on May 23, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on WCI Communities to 'CC' from 'CCC'.  Concurrently, S&P
lowered its ratings on $650 million of subordinated notes to 'C'
from 'CC'.  The outlook remains negative.

WCI Communities Inc. still carries Moody's Investors Service's
Caa2 corporate family and Caa3 senior subordinate ratings.  
Outlook is negative.

                        Going Concern Doubt

Ernst & Young LLP, in Miami, Florida, expressed substantial doubt
about WCI Communities Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  

Holders of the company's $125.0 million, 4.0% Contingent
Convertible Senior Subordinated Notes due 2023 have an option of
requiring the company to repurchase the convertible notes at a
price of 100.0% of the principal amount on Aug. 5, 2008.  Pursuant
to certain amendments in the company's revolving credit facility  
and Senior Term Loan Agreement, the company will need to have
sufficient liquidity after giving effect to, on a pro forma basis,
the repurchase of the convertible notes.

The company does not anticipate having sufficient liquidity to
satisfy bank covenant liquidity tests.  If the company is unable
to obtain an amendment or waiver, issue exchange securities, or
otherwise satisfy its obligations to repurchase the convertible
notes, the convertible note holders would have the right to
exercise remedies specified in the Indenture, including
accelerating the maturity of the convertible notes, which would
result in the acceleration of substantially all of the company's
other outstanding indebtedness.  

In addition, if the company is determined to be in default on the
convertible notes, it may be prohibited from drawing additional
funds under the revolving credit facility, which could impair its
ability to maintain sufficient working capital.


WILSONS LEATHER: Sells Outlet and E-Commerce Assets for $22MM    
-------------------------------------------------------------
Wilsons The Leather Experts Inc. sold its outlet store and
e-commerce assets to AM Retail Group Inc. for a total purchase
price of approximately $22.3 million.

Under the terms of the agreement, AM Retail purchased all
inventory, fixed assets and intellectual property principally
related to Wilsons Leather's outlet store and e-commerce
divisions.

The leases associated with Wilsons Leather's 116 outlet stores
were assigned to AM Retail.  

The sale is part of Wilsons Leather's strategy to obtain capital
to be used in the launch of its new mall accessories store
concept.

In connection with these actions, Wilsons Leather will change its
name to PreVu Incorporated.

                    About AM Retail Group Inc.

AM Retail Group Inc. is a wholly owned subsidiary of G-III Apparel
Group Ltd. (NasdaqGSM: GIII), a New York based apparel company.

              About Wilsons The Leather Experts Inc.

Headquartered in Brooklyn Park, Minnesota, Wilsons The Leather
Experts Inc. (NASDAQ:WLSN) -- http://www.wilsonsleather.com/-- is     
a specialty retailer of leather outerwear, accessories and apparel
in the United States.  As of May 3, 2008, Wilsons Leather operated
228 stores located in 39 states, including 100 mall stores, 114
outlet stores and 14 airport stores.

As of May 3, 2008, the company's balance sheet showed total assets
of $64.7 million, total liabilities of $43.2 million, preferred
stock of $40.2 million, and total common shareholders' deficit of
$18.7 million.


YOUNG BROADCASTING: March 31 Balance Sheet Upside-Down by $233MM
----------------------------------------------------------------
Young Broadcasting Inc.'s consolidated balance sheet at March 31,
2008, showed $695.4 million in total assets and $928.5 million in
total liabilities, resulting in a $233.1 million total
stockholders' deficit.

The company reported a net loss of $15.0 million for the first
quarter ended March 31, 2008, versus a net loss $25.4 million in
the same period last year.  Results for the 2007 first quarter
included a loss from discontinued operations of the company's San
Francisco station, KRON-TV, of $8.7 million, compared with a loss
of $618,000 for the three months ended March 31, 2008.

                           Net Revenue

Net revenue for the three months ended March 31, 2008, was
$35.0 million, as compared to $35.6 million for the three months
ended March 31, 2007, a decrease of $648,000 or 1.8%.

The company's gross local revenues for the three months ended
March 31, 2008, was approximately $26.6 million as compared to
$28.1 million for the three months ended March 31, 2007, a
decrease of approximately $1.5 million or 5.4%.  Additionally,
gross national revenues for the three months ended March 31, 2008,
were approximately $8.9 million as compared to $9.5 million for
the three months ended March 31, 2007, a decrease of approximately
$567,000 or 6.0% compared to the prior year.  

Local revenues were negatively impacted by decreased local
spending and soft market conditions across various major
categories.  National revenues were also negatively impacted by
decreased national spending in top revenue categories.

Gross political revenue for the three months ended March 31, 2008,
was $1.8 million, as compared to $497,000 for the three months
ended March 31, 2007, an increase of approximately $1.3 million.
Eight of the company's stations noted increased political revenue
year over year, due to the fact that 2008 is political year with a
presidential primarie taking place during the first quarter.

Other revenue decreased approximately $194,000 or 8.5% year over
year.  This decrease was primarily due to a reduction in trade
revenue at one of the Company's stations as a result of lower
attendance at the annual trade shows.

                     Total Costs and Expenses

Operating expenses, including selling, general and administrative
expenses, for the three months ended March 31, 2008, were
$23.8 million as compared to $24.9 million for the three months
ended March 31, 2007, a decrease of $1.1 million, or 4.4%.

Amortization of program license rights was $2.2 million for the
three months ended March 31, 2008, and March 31, 2007.

Depreciation of property and equipment and amortization of
intangible assets was $3.5 million for the three months ended
March 31, 2008, and March 31, 2007.

Corporate overhead for the three months ended March 31, 2008, was
$3.6 million as compared to $3.7 million for the three months
ended March 31, 2007, a decrease of $39,000, or 1.1%.

                         Operating Income

Operating income increased 40.6% to $1.8 million over the first
quarter of 2008 resulting in a 4.6% increase in station operating
performance over the prior year first quarter.

Vincent Young, Chairman of Young Broadcasting Inc. stated, "Our
results for the quarter were superior to other companies in
broadcasting.  We believe the company's financial performance is
turning the corner based on our stringent cost reduction and
revenue enhancement programs."  He added, "We anticipate
benefiting from increased political revenue later this year and
retransmission fees in future periods.  Political revenue is
already contributing significantly to our bottom line and we are
still only in the primary portion of the presidential race.  Our
cable retransmission negotiations are proceeding in a direction
which also makes us optimistic about our company's future."

                         Interest Expense

Interest expense decreased to $16.7 million for the three months
ended March 31, 2008, to $17.0 million for the same period in
2007, mainly due to lower interest rates year over year.  

                          Other Expense

Other expense for the three months ended March 31, 2008, was
$223,000 as compared to income of $206,000 for the three months
ended March 31, 2007, an increase of $429,000 or 208%.

                        Income Tax Benefit

The company recorded an income tax benefit of approximately
$732,000 and an income tax provision of $1.1 million for the three
months ended March 31, 2008, and 2007, respectively.

                     Discontinued Operations

On Nov. 7, 2007, the Board of Directors of the company approved a
process which is expected to lead to the eventual sale of the
company's San Francisco station, KRON-TV.  Accordingly, the
results of KRON-TV have been recorded as a discontinued operation
and assets and liabilities are classified as "held for sale."

The company recorded a loss from discontinued operations of
$618,000 and $8.7 million for the three months ended March 31,
2008, and 2007, respectively, a decrease of approximately
$8.1 million or 92.9%.  The decrease in the loss from discontinued
operations was mainly due to a deferred income tax provision of
$6.6 million which KRON-TV recorded for the three months ended
March 31, 2007, with no such provision recorded for the three
months ended March 31, 2008.

                 Liquidity and Capital Resources

At March 31, 2008, the company had outstanding cash and cash
equivalents of $15.8 million, outstanding short-term commercial
paper of $23.8 million, and had the full $20.0 million available
under its revolving credit facility.

At March 31, 2008, the company had outstanding long-term debt,
including current portion, of $826.7 million:

Senior Credit Facility                      $340,750,000
8 3/4% Senior Subordinated Notes due 2014    140,000,000
10% Senior Subordinated Notes due 2011       345,988,000
                                            ------------
Total Debt (excluding capital leases)       $826,738,000
                                            ============

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2f3d

                     About Young Broadcasting

Headquartered in New York City, Young Broadcasting Inc. --
http://www.youngbroadcasting.com/ -- owns ten television stations  
and the national television representation firm, Adam Young Inc.  
Five stations are affiliated with the ABC Television Network,
three are affiliated with the CBS Television Network, one is
affiliated with the NBC Television Network, and one is affiliated
with MyNetwork TV.

                          *     *     *

As reported in the Troubled Company Reporter on June 16, 2008,
Standard & Poor's Ratings Services affirmed the ratings on Young
Broadcasting Inc., including the 'CCC+' corporate credit rating,
and revised the outlook to negative from developing.  The outlook
change reflects S&P's concern about the company's lengthening
search for a buyer for KRON-TV, its underperforming MyNetworkTV
affiliate in San Francisco, and the company's dwindling cash
balances in the backdrop of a soft economy.  


YOUNG BROADCASTING: GAMCO Asset Discloses 9.73% Equity Stake
------------------------------------------------------------
Young Broadcasting Inc.'s Schedule 13D discloses the ownership of  
3,151,479 shares --  representing 14.81% of the 21,274,597 shares
outstanding as reported by the company in its most recently filed
Form 10-Q for the quarterly period ended March 31, 2008 -- by
these entities:

                           Shares of           % of Class     
    Name                   Common Stock         of Common
    ----                   ------------         ------
  Gabelli Funds LLC           1,040,000         4.89%

  GAMCO Asset
  Management Inc.             2,069,479         9.73%

  Gabelli Securities Inc.         7,000         0.03%

  Teton Advisors Inc.            35,000         0.16%

Headquartered in New York City, Young Broadcasting Inc. --
http://www.youngbroadcasting.com/-- owns ten television stations     
and the national television representation firm, Adam Young Inc.  
Five stations are affiliated with the ABC Television Network,
three are affiliated with the CBS Television Network, one is
affiliated with the NBC Television Network, and one is affiliated
with MyNetwork.  In addition, KELO-TV-Sioux Falls, SD is also the
MyNetwork affiliate in that market through the use of its digital
channel capacity.

                          *     *     *

As disclosed in the Troubled Company Reporter on June 16, 2008,
Standard & Poor's Ratings Services affirmed the ratings on Young
Broadcasting Inc., including the 'CCC+' corporate credit rating,
and revised the outlook to negative from developing.


* Fitch: Telecoms' Fin'l Flexibility Still Solid Despite Weakness
-----------------------------------------------------------------
Financial flexibility and liquidity for the U.S.
telecommunications sector generally remains solid despite general
weakness in the credit and economic markets, according to Fitch
Ratings.

Fitch reviewed 20 rated entities in the U.S. telecommunications
sector with an Issuer Default Rating between 'BBB+' and 'CCC'.  
Fitch's analysis found that these companies produced last 12-month
free cash flow (as of March 31, 2008) of approximately $11 billion
and maintained a balance sheet cash level of $15 billion.  This
level of internal liquidity compares to a 2008 and 2009 debt
maturity schedule of approximately $8.2 billion and $7.3 billion,
respectively.  Similarly, revolving credit capacity for the sector
remains strong with an average availability of 70% or
approximately $22 billion.

While liquidity concerns are less pronounced compared with the
general credit and macroeconomic environment, Fitch believes it is
appropriate to review how well the sector is positioned to weather
future liquidity issues, should existing market conditions
persist.  Telecom operators have taken advantage of consolidation
to capture scale synergies and expand financial flexibility.  As a
result competitive overlap of the industry has risen, increasing
the effects of company operating mistakes on financial prospects
and flexibility.  This growing competitive environment has
heightened the need for strong liquidity among companies.

Fitch believes that refinancing risks for the industry are
relatively minor, even if credit market conditions remain tight
for the remainder of 2008 into 2009.  Telecom issuers have done a
good job over the past several years refinancing debt maturities
to later years and increasing liquidity.

The report, 'U.S. Telecom Liquidity Strength Remains Solid',
addresses the relative positioning of each of the 20 companies in
this study with respect to key liquidity considerations such as
free cash flow, cash, revolving credit facilities and refinancing
risk.


* Fitch: Tex. Electricity Market Credit Holds Despite Price Hike
----------------------------------------------------------------
Fitch Ratings does not foresee any adverse credit effects for the
four principal Texas electricity market participants as a result
of recent price spikes, as discussed in a special report.  The
four market participants defined by Fitch are generators, electric
transmission and distribution companies, utility tariff bonds and
regional electric providers.

Following the recent record high prices experienced when the
market-clearing prices for energy in the balancing energy segment
of the market rose above the Public Utility Commission of Texas'
previously approved offer cap of $2,250 per megawatt-hour, four
small REPs filed for bankruptcy and defaulted on their payments to
the Electric Reliability Council of Texas.

'Should ERCOT's precautionary actions fail to eliminate price
volatility, future credit rating implications resulting from price
spikes would vary by type of market participant,' said Karen
Anderson, Senior Director, Fitch Ratings.

Fitch views REPs to have the most exposure to high power prices
and are the most at risk for default or bankruptcy from power
spikes.  This is specifically true for small REPs that purchase
much of their energy needs on the spot market due to lack of
sufficient hedging or liquidity support.  Larger REPs that have
effectively managed their liquidity position to hedge power supply
are currently not at material risk from spiking spot power prices.

Fitch believes the credit risk to generators is neutral due to
their significant hedged position.  In the short term, generators
will experience an increase in cash flow from their unhedged
capacity sold into the balancing energy segment of the market.  
This is also true for the T&D companies, which have counterparty
risk to REPs that collect customer revenues for the utilities.  
T&D companies have the ability to seek recovery of uncollected
receivables from defaulted REPs through a regulatory rate filing,
which limits credit exposure.

Utility tariff bond ratings are not at risk from market price
swings.  All of these entities are rated 'AAA' by Fitch and are
secured by transition property that represents the irrevocable
right to collect a tariff from electric customers.


* Fitch: High Gas Prices Affect Recovery Values of SUVs & Trucks
----------------------------------------------------------------
High gas prices are taking their toll on the recovery values of
sport utility vehicles and trucks, leading to higher loss severity
on defaulted loans in many U.S. auto loan asset-backed securities,
according to Fitch Ratings.

Already eroding wholesale values on larger vehicles appear to have
been pushed over the edge by the practical and psychological
impact of $4 gas.  The resulting increase in loss severity, along
with the present economic pressures on consumers already driving
default rates higher, will place negative pressure on the
subordinate bonds of certain auto ABS transactions.  Most at risk
are those transactions originated since mid-2006 that also have
large exposures to the SUV and truck segments.  Many of the 'Big-
Three' U.S. captive finance companies transactions fall into this
category.

U.S. auto manufacturers' vehicle sales in particular, are heavily
weighted towards SUVs and trucks.  A typical domestic auto ABS
transaction has an average SUV and truck concentration of 60-75%
of the pool, exposing those pools to a higher impact from the
decline in vehicle values.  Non-U.S. manufacturers such as Honda,
Hyundai, and Nissan, on the other hand, tend to have lower
concentrations of these vehicle types, typically less than 50% and
in some cases as low as 20% reflecting their differing product
mix.

The Manheim Used Vehicle Value Index, which Fitch uses as a gauge
of health of the wholesale or used car market exhibited a 21% drop
in the value of large-pickup trucks and a staggering 24% decline
in large-SUVs on a year-over-year basis.  With trends already
negative, historically high gas prices appear to be causing an
accelerated decline in these vehicle values.  'The $4 gas
threshold is likely the primary culprit in the one-month drop of
10% in used SUV and truck values witnessed this month, one of the
largest monthly declines ever,' said Managing Director John Bella.

The combined impact of moderately increasing defaults and rapidly
increasing loss severity, with recent trends in loss severity
moving from an historical average of 50% to nearly 60%, has driven
Fitch's ANL index up by 78% over the same time last year.  Despite
the dramatic drop in SUV and truck values, Fitch has not yet seen
any evidence that default frequency has been directly impacted as
some had feared.  The 'walk-away' behavior demonstrated by
subprime mortgage borrowers does not appear to be driving defaults
in US auto ABS.

In its rating analysis of auto ABS transactions, Fitch has and
continues to take into account the negative trend in wholesale
vehicle values, particularly for SUVs and trucks.  Base case loss
proxies are derived on a pool specific basis in order to reflect
the differing collateral mix from transaction to transaction.  
Fitch forecasts loss proxies by SUVs/truck and car segments in
addition to separately considering other stratifications including
credit tier and loan structure.  In its analysis, Fitch stresses
recovery rates for the overall pool as well as increasing loss
severities for the SUV and truck segments.

While Fitch applies significant stress to defaults and recoveries,
the unprecedented drop in vehicle values over the past three
months could cause actual net losses to be in excess of Fitch's
initial expectations for certain pools.  In these cases, negative
rating actions on certain subordinate bonds become more likely.

Fitch is in the process of reanalyzing transactions with higher
exposure to declining SUV and truck values.  As a result certain
transactions have been placed 'Under Analysis' on Fitch's
SMARTView pages or on Rating Watch Negative.  Further analysis may
lead to additional rating actions, including Rating Watches and
downgrades.


* S&P: Tumbling Stock Market Continues to Stress Retail Spending
----------------------------------------------------------------
The significant slowdown in housing turnover, soaring energy
costs, a tumbling stock market, and plunging consumer confidence
will continue to pressure retail spending in the second half of
2008, according to "U.S. Retail Sector Feeling The Full Punch Of
The Weak Economy; Downgrades Still Outpacing Upgrades In 2008," an
industry report card published earlier today by Standard & Poor's
Ratings Services.
     
"Operating results for specialty apparel retailers remain weak for
the first quarter of 2008," said Standard & Poor's credit analyst
Gerald A. Hirschberg, "and we expect ratings to be pressured by
poor economic conditions over the near term."  Meanwhile, the
department store sector is feeling the full brunt of the soft
economy and weakening consumer confidence.  Same-store sales have
been mostly negative for the group thus far in 2008.
     
"However," added Mr. Hirschberg, "the discount department store
sector should outperform other retailers in an economic slowdown
due to their value proposition and emphasis on basics and
consumables."


* S&P Says Rapid Fuel Cost Hike Takes a Toll on Trucking Industry
-----------------------------------------------------------------
Weak tonnage volumes, industry overcapacity, rapidly rising fuel
costs, and pricing pressure have taken a toll on the U.S. trucking
industry and will continue to cloud the sector until at least
2009, according to a report published by Standard & Poor's Ratings
Services.  Compounding these industry-specific problems are
macroeconomic variables such as weak domestic spending levels, and
the housing slowdown in the U.S.

Standard & Poor's expects consumer spending to rise only 1.5% this
year, down from 2.9% in 2007.  Given that a significant portion of
consumer discretionary goods are transported via truck, this
sector ties closely with domestic GDP and consumer spending
levels, according to the report.  The report, "An Uphill Climb For
U.S. Trucking Companies," notes that these weak economic
conditions and escalating commodity prices in the U.S. have
translated into depressed consumer spending levels and soft
tonnage levels for truckers.
      
"We expect the slow U.S. economy and the rapidly rising cost of
fuel to result in weak earnings and limited free cash flow for the
trucking sector in 2008," said Standard & Poor's credit analyst
Anita Ogbara. Assuming fuel prices do not moderate, we expect
capacity reduction to, over time, address the supply-and-demand
imbalance, providing better equilibrium.  A sustained improvement
in the tonnage trend and better freight volumes should also
support meaningful recovery.  "Given this combination of factors,
we believe a turnaround is unlikely until some time in 2009," the
analyst noted.


* S&P Says ABCP Paper Market Serves Vital Function in Global Econ.
------------------------------------------------------------------
The U.S. asset-backed commercial paper market serves an important
and viable commercial function in the global economy, according to
a new report published by Standard & Poor's Ratings Services.
     
U.S. ABCP outstandings doubled to $1.2 trillion between 2004 and
2007 before abruptly reversing course last September, leading some
market observers to conclude that this market had strayed too far
from its original purpose-that is, to provide commercial banks
with an alternative, capital markets-based funding source for
their core corporate borrowers.
      
"We are seeing signs that the market has begun to take steps
toward a relaunch-an ABCP 2.0, so to speak, sparked by investor
demand for greater clarity from both the ABCP issuers and the
rating agencies," the report notes.
     
In particular, investors are seeking increased details about the
nature of specific conduits' assets and any associated risk
factors.  In addition, they are looking for more specificity
regarding the varying structural mechanics that are relied upon to
provide for the timely repayment of outstanding ABCP.  
      
"Armed with this information, investors have become more
discerning between ABCP programs, as well as their sponsors," said
credit analyst Scott Sehnert, a director at Standard & Poor's.  
"They are demanding a greater risk premium from programs where
they perceive greater asset credit or liquidity risk, and are
staying away from programs where the reporting does not meet the
new market expectations for increased transparency."


* Moody's: Global Speculative-Grade Default Rate Up to 2.0%
-----------------------------------------------------------
Moody's global speculative-grade default rate finished at 2.0% in
June for the 12-month period ending the second quarter 2008, up
from 1.5% at the end of the first quarter and unchanged from May,
Moody's Investors Service reported.  A year ago, the global
speculative-grade default rate stood at 1.4%.

The U.S. speculative-grade default rate ended the second quarter
at 2.4%, up from 1.8% in the first quarter.  Last year, the U.S.
default rate stood at 1.5% at the end of the second quarter.

"While the pace of corporate defaults has increased in recent
months, that pace would have been even faster were it not for
loose loan covenants and the lack of issuers with maturing debt
that are allowing many distressed issuers the ability to avoid
default," Kenneth Emery, Moody's director of corporate default
research, said.  "However, deteriorating economic conditions and
continued tough credit market conditions signal that distressed
issuers will face building pressures over the next year and that
default rates will move up sharply."

Moody's default rate forecasting model now predicts that the
global speculative-grade default rate will rise sharply to 4.6% by
the end of this year.  It is expected to increase further to 6.1%
a year from now.

For U.S. speculative grade issuers, Moody's forecasting model
foresees default rates increasing to 5.4% by the end of this year.

Across industries over the coming year, Moody's default rate
forecasting model indicates that the Consumer Transportation
sector will be the most troubled industry in the U.S. and the
Durable Consumer Goods sector will have the highest default rate
in Europe.

Moody's speculative-grade corporate distress index- which measures
the percentage of rated issuers that have debt trading at
distressed levels- edged lower to 17.9% at the end of the second
quarter, down from 24.4% at the end of the previous quarter.  
However, it is still significantly higher than last year's level
of 1.3%.

There were a total of 20 rated defaults in the second quarter,
among which four were recorded in June.  The second quarter's
default count is up from 15 in the first quarter.  In 2007, there
were four and five defaults in the first and second quarter
respectively.

Measured on a dollar volume basis, the global speculative-grade
bond default rate rose to 1.2% at the end of the second quarter,
up from 0.9% the previous quarter.  The current dollar-weighted
global bond default rate was slightly higher than the 1.1% level
recorded a year ago.

Among U.S. speculative-grade issuers, the dollar-weighted bond
default rate edged higher to 1.3% at the end of the second quarter
from 1.0% in the first quarter.  At this time last year, the U.S.
dollar-weighted bond default rate closed at 1.0%.

In the leveraged loan market, a total of six Moody's-rated loan
issuers defaulted in the second quarter, down from 10 in the first
quarter.  In 2007, no Moody's-rated loan issuers have defaulted in
the first half.

Among the 35 companies that defaulted in 2008, 31 were from the
U.S. and three were based in Canada.  The only defaulter outside
of North America was Kremikovtzi AD, which headquarters in
Bulgaria.  Residential Capital, LLC, who completed a distressed
exchange on $8.6 billion of bonds in June is the largest--and only
investment-grade defaulter--so far this year.

The trailing 12 month U.S. leveraged loan default rate rose to
1.9% at the end of the second quarter from 1.5% at the end of the
first quarter.  A year ago, the leveraged loan default rate was
much lower at 0.3%.


* Obama Talks of Bankruptcy Reforms Affecting Military Kin, Elders
------------------------------------------------------------------
At a school visit in Powder Springs, Georgia, presumptive
Democratic presidential candidate and current senator Barack Obama
revealed two new proposals to amend bankruptcy laws that would
help military families and senior citizens, the Atlanta Journal-
Constitution reports.

In a speech before McEachern High School students, Sen. Obama said
that, first, he will deploy a "fast-track bankruptcy practice" for
families with members serving in the army, relates the AJC.  The
expedited system will enable these families to move through the
bankruptcy process unhampered with minimum restrictions, less
paperwork, and provide them with a "greater share" of their home
value at the end of the process.

Secondly, Senator Obama proposed to enlarge the homestead
exemption for senior citizens who are undergoing bankruptcy,
reasoning that elderly peoples' homes are the "cornerstone of a
secure retirement", the AJC says.

"If you're protecting America, America should be protecting you
from unfair bankruptcy laws," Sen. Obama asserted, addressing
particularly the military families.

According to Sen. Obama, he sees his proposals not only as
benefits to a particular electorate, but as a curative reaction to
the real economic condition of the country, says AJC.


* Huron Consulting Buys Assets of Stockamp & Associates for $219MM
------------------------------------------------------------------
Huron Consulting Group Inc. acquired the assets of Stockamp &
Associates Stockamp & Associates Inc. for approximately
$219 million, consisting of $169 million in cash and $50 million
in stock, subject to adjustment.  Additional purchase
consideration will be payable if specific performance targets are
met.

In the 12 months ended March 31, 2008, Stockamp had cash basis
revenues of approximately $94 million.  On a GAAP basis, including
after the amortization of intangibles, the acquisition is expected
to be dilutive to Huron's earnings per share in 2008 and accretive
in 2009. Huron will provide 2008 guidance updates when it releases
results for the second quarter of 2008.

"Huron aims to become the best health and education consulting
firm globally, serving the highest levels of healthcare companies
and research institutions," Gary E. Holdren, chairman and chief
executive officer, Huron Consulting Group, said.  "Joining the
Huron and Stockamp teams will create a real powerhouse by serving
multiple segments of the industry, including major health systems,
academic medical centers and community hospitals."

"The healthcare industry is growing at an unprecedented rate, and
we are very excited about the opportunity to combine Stockamp's
forces with ours to help clients deal with the many challenges
facing this vital segment of our economy," Mr. Holdren said.

"Uniting Stockamp with Huron's existing Health and Education
Consulting business enhances our position as a premier healthcare
and education services provider," Mr. Holdren added.  "The
addition of Stockamp allows us to continue to expand our footprint
in the hospital consulting space.  In particular, academic medical
centers will be a major target of our new combined Health and
Education Consulting business."

"Stockamp's people are also excited about the synergies and
opportunities that will come from the Huron and Stockamp
combination," Paul A. Kohlheim, president, Stockamp & Associates,
said.  "Stockamp and Huron have very similar corporate cultures,
and we believe that our people will quickly form a strong team
that will provide unmatched services in the health and education
consulting space to help our clients achieve their business
objectives."

"The breadth of our service offerings and the depth of experience
in our combined healthcare practices should further solidify
Huron's leadership in providing consulting services to hospitals,
health systems and academic medical centers," David Shade, vice
president, Huron Consulting Group's Healthcare practice, said.
"Healthcare demographics in the next 30 years point to increased
pressures and opportunities at hospitals and research
organizations.  We believe Huron is well positioned to help these
institutions achieve their important societal mission."

With the acquisition, Dale Stockamp, the founder of Stockamp &
Associates, will join Huron as a consultant and assist with
transition and integration matters.  He will also assist with
major client development opportunities.  

Paul Kohlheim, president of Stockamp, will join Huron as a vice
president and report to David Shade, who will continue to lead
Huron's expanded Healthcare practice.

In addition to the Stockamp employees who will join Huron, these
individuals will be managing directors with the Company: Shelly A.
Anderson, James R. Dail, Douglas W. Fenstermaker, Andrew L.
Grobmyer, John M. Hutchens, Norman W. Johnson, Jeffrey D. Jones,
Annette E. Kirby, Bruce G. Lemon, Timothy P. Miller, Gregory P.
Morgan, Steven J. Norris, Michael F. Puffe, and Kenneth M. Saitow.

In connection with this acquisition, Huron amended its credit
agreement effective July 8, 2008.  The amended credit agreement
consists of a $220 million senior secured term loan and a
$240 million senior secured revolving credit facility, both
maturing in February 2012.

On July 8, 2008, Huron borrowed $164 million under this credit
agreement to fund the acquisition of Stockamp.  The balance of the
credit facility will remain available for future working capital
requirements and other corporate purposes.

Also in connection with the acquisition, Huron amended its 2006
agreement for the acquisition of Wellspring Partners LTD to modify
the terms of the Wellspring earn-out related to the revenue cycle
business.  Consideration for the amendment consisted of
$20 million of stock, subject to adjustment.

                    About Stockamp & Associates

Based in Portland, Oregon, Stockamp & Associates Inc. is a
management consulting firm specializing in helping high-performing
hospitals and health systems optimize their financial and
operational performance.  The firm services around performance
improvement, revenue cycle improvement, patient flow and capacity
improvement and supporting information technology solutions.  The
firm was founded in 1990.

                About Huron Consulting Group

Huron Consulting Group -- http://www.huronconsultinggroup.com/--    
helps clients effectively address complex challenges that arise in
litigation, disputes, investigations, regulatory compliance,
procurement, financial distress, and other sources of significant
conflict or change.  The company also helps clients deliver
superior customer and capital market performance through
integrated strategic, operational, and organizational change.
Huron provides services to a wide variety of both financially
sound and distressed organizations, including Fortune 500
companies, medium-sized businesses, leading academic institutions,
healthcare organizations, and the law firms that represent these
various organizations.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Eidu Barnes
      dba Image Makers Hair Gallery, LLC
   Bankr. D. Md. Case No. 08-18521
      Chapter 11 Petition filed June 29, 2008
         See http://bankrupt.com/misc/mdb08-18521.pdf

In Re Ronald L. Beasley & Carol L. Beasley
   Bankr. D. Ariz. Case No. 08-08080
      Chapter 11 Petition filed July 1, 2008
         See http://bankrupt.com/misc/azb08-08080.pdf

In Re Darrell Diggs & Betty Jean Diggs
      aka Alexis Cartier
   Bankr. E.D. Calif. Case No. 08-28910
      Chapter 11 Petition filed July 1, 2008
         See http://bankrupt.com/misc/caeb08-28910.pdf

In Re Bistro Garden at Coldwater, Inc.
   Bankr. C.D. Calif. Case No. 08-14546
      Chapter 11 Petition filed July 2, 2008
         See http://bankrupt.com/misc/cacb08-14546.pdf

In Re Farm Fresh Ranch Market
   Bankr. C.D. Calif. Case No. 08-19738
      Chapter 11 Petition filed July 2, 2008
         See http://bankrupt.com/misc/cacb08-19738.pdf

In Re Guarantee Chevrolet
      dba Century Chevrolet
   Bankr. N.D. Calif. Case No. 08-53502
      Chapter 11 Petition filed July 2, 2008
         See http://bankrupt.com/misc/canb08-53502.pdf

In Re Mar Foods
      dba Andiamo Cafe
   Bankr. N.D. Calif. Case No. 08-53518
      Chapter 11 Petition filed July 2, 2008
         See http://bankrupt.com/misc/canb08-53518.pdf

In Re Boyd & Dreith, LLC
   Bankr. D. Colo. Case No. 08-19535
      Chapter 11 Petition filed July 2, 2008
         See http://bankrupt.com/misc/cob08-19535.pdf

In Re First Centurion Receivables Management, Inc.
   Bankr. N.D. Ga. Case No. 08-72770
      Chapter 11 Petition filed July 2, 2008
         See http://bankrupt.com/misc/ganb08-72770.pdf

In Re Mark Alan Grooms & Carol Ann Grooms
      fka Carol Ann DeFazio
   Bankr. N.D. Ind. Case No. 08-12108
      Chapter 11 Petition filed July 2, 2008
         See http://bankrupt.com/misc/innb08-12108.pdf

In Re Star Printing Co.
      aka Star Printing
   Bankr. M.D. Penn. Case No. 08-02371
      Chapter 11 Petition filed July 2, 2008
         See http://bankrupt.com/misc/pamb08-02371.pdf

In Re Elizabeth A. Boden
      aka       Chapter 11 Petition filed Junebugs Restaurant &
Bar
   Bankr. W.D. Penn. Case No. 08-24341
      Chapter 11 Petition filed July 2, 2008
         See http://bankrupt.com/misc/pawb08-24341.pdf

In Re Ricky Hank Williams
      aka Hank Williams Trailers
   Bankr. E.D. Tenn. Case No. 08-13239
      Chapter 11 Petition filed July 2, 2008
         See http://bankrupt.com/misc/tneb08-13239.pdf

In Re BLT Steak Dallas, LLC
   Bankr. N.D. Tex. Case No. 08-33283
      Chapter 11 Petition filed July 2, 2008
         See http://bankrupt.com/misc/txnb08-33283.pdf

In Re Beverly Glace Woolley
   Bankr. C.D. Calif. Case No. 08-13835
      Chapter 11 Petition filed July 3, 2008
         See http://bankrupt.com/misc/cacb08-13835.pdf

In Re Horizons 2000, LLC
   Bankr. E.D. Calif. Case No. 08-29002
      Chapter 11 Petition filed July 3, 2008
         See http://bankrupt.com/misc/caeb08-29002.pdf

In Re Paradiso Automotive Service
      dba Harry Marx Chevrolet, Cadillac, Buick, Pontiac, GMC
   Bankr. N.D. Calif. Case No. 08-53539
      Chapter 11 Petition filed July 3, 2008
         See http://bankrupt.com/misc/canb08-53539.pdf

In Re Robert Oregon Long, IV & Janice Gendusa Long
   Bankr. E.D. La. Case No. 08-11555
      Chapter 11 Petition filed July 3, 2008
         See http://bankrupt.com/misc/laeb08-11555.pdf

In Re Stephen John DeFronzo & Ann DeFronzo
   Bankr. D. Mass. Case No. 08-42167
      Chapter 11 Petition filed July 3, 2008
         See http://bankrupt.com/misc/mab08-42167.pdf

In Re First Hudson Hot Dogs, LLC
      dba Nathan's Famous/Arthur Treachers
   Bankr. D. N.J. Case No. 08-22637
      Chapter 11 Petition filed July 3, 2008
         See http://bankrupt.com/misc/njb08-22637.pdf

In Re NICJO, Inc.
      aka McGrath's Pub at 202 Locust
      aka McGrath's Pub
   Bankr. M.D. Penn. Case No. 08-02377
      Chapter 11 Petition filed July 3, 2008
         See http://bankrupt.com/misc/pamb08-02377.pdf

In Re Desia A. Wilson Ritson
   Bankr. D. P.R. Case No. 08-04336
      Chapter 11 Petition filed July 3, 2008
         See http://bankrupt.com/misc/prb08-04336.pdf

In Re Eugenia Belle Simpson
   Bankr. D.C. Case No. 08-00469
      Chapter 11 Petition filed July 3, 2008
         Filed as Pro Se

In Re David William Devin
      dba Harbor Glen Condominiums, Inc.
      dba DWD & Associates Property Management
      dba DWD & Associates Construction Management
   Bankr. W.D. Wash. Case No. 08-43223
      Chapter 11 Petition filed July 3, 2008
         Filed as Pro Se

In Re Andrew Urista & Ana Reynoso
   Bankr. E.D. Calif. Case No. 08-29016
      Chapter 11 Petition filed July 3, 2008
         Filed as Pro Se

In Re Sgt. Clutch Discount Transmission & Automotive, Inc.
      dba Discount Transmission & Automotive
      dba Sgt. Clutch Transmission
   Bankr. W.D. Tex. Case No. 08-51946
      Chapter 11 Petition filed July 3, 2008
         See http://bankrupt.com/misc/txwb08-51946.pdf

In Re Flexible Tooling Solutions
   Bankr. W.D. Wash. Case No. 08-14199
      Chapter 11 Petition filed July 3, 2008
         See http://bankrupt.com/misc/wawb08-14199.pdf

In Re Shane's Barataria, LLC
   Bankr. E.D. La. Case No. 08-11567
      Chapter 11 Petition filed July 5, 2008
         See http://bankrupt.com/misc/laeb08-11567.pdf

In Re Fashion Chateau, Inc.
   Bankr. S.D. Calif. Case No. 08-06223
      Chapter 11 Petition filed July 7, 2008
         See http://bankrupt.com/misc/casb08-06223.pdf

In Re Willingboro RV Center, Inc.
   Bankr. D. N.J. Case No. 08-22689
      Chapter 11 Petition filed July 7, 2008
         See http://bankrupt.com/misc/njb08-22689.pdf

In Re Gardner Plumbing & Heating Corp.
   Bankr. S.D. N.Y. Case No. 08-36450
      Chapter 11 Petition filed July 7, 2008
         See http://bankrupt.com/misc/nysb08-36450.pdf

In Re CMR Property Group
   Bankr. E.D. N.Y. Case No. 08-44283
      Chapter 11 Petition filed July 7, 2008
         Filed as Pro Se

In Re Courtney Ritchie, RN
      aka Lessons
      aka Twins Construction
      aka Nellyville
   Bankr. E.D. Mich. Case No. 08-56278
      Chapter 11 Petition filed July 7, 2008
         Filed as Pro Se

In Re London J. Farley
   Bankr. N.D. Okla. Case No. 08-11540
      Chapter 11 Petition filed July 7, 2008
         Filed as Pro Se

In Re Robert B. Mixson
   Bankr. D. S.C. Case No. 08-04034
      Chapter 11 Petition filed July 7, 2008
         See http://bankrupt.com/misc/scb08-04034.pdf

In Re White Nile Software, Inc.
   Bankr. N.D. Tex. Case No. 08-33325
      Chapter 11 Petition filed July 7, 2008
         See http://bankrupt.com/misc/txnb08-33325.pdf

In Re Mark F.L. Silverstein
   Bankr. D. Vt. Case No. 08-10625
      Chapter 11 Petition filed July 7, 2008
         See http://bankrupt.com/misc/vtb08-10625.pdf

In Re Ever Green, Inc.
   Bankr. C.D. Calif. Case No. 08-13914
      Chapter 11 Petition filed July 8, 2008
         See http://bankrupt.com/misc/cacb08-13914.pdf

In Re Hoffman Family Trust
   Bankr. D. Mass. Case No. 08-42179
      Chapter 11 Petition filed July 8, 2008
         See http://bankrupt.com/misc/mab08-42179.pdf

In Re Searise, Inc.
   Bankr. D. Md. Case No. 08-18863
      Chapter 11 Petition filed July 8, 2008
         See http://bankrupt.com/misc/mdb08-18863.pdf

In Re Fulton Street Holding Corp.
   Bankr. E.D. N.Y. Case No. 08-44322
      Chapter 11 Petition filed July 8, 2008
         See http://bankrupt.com/misc/nyeb08-44322.pdf

In Re 916 Nepperhan, LLC
   Bankr. S.D. N.Y. Case No. 08-22959
      Chapter 11 Petition filed July 8, 2008
         See http://bankrupt.com/misc/nysb08-22959.pdf


                             *********

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
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re-mailing and photocopying) is strictly prohibited without prior
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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-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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                    *** End of Transmission ***