TCR_Public/080711.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 11, 2008, Vol. 12, No. 164           

                             Headlines

ALLIED HOLDINGS: Wants to Resolve Death Benefit Plan Dispute
AMERICAN COLOR: $1,300,000,000 Funding Ready for Vertis Merger
AMERICAN COLOR: Vertis Bares Financial Projections for 2008-2012
AMPEX CORP: Seeks to Extend Plan Confirmation Hearing to Aug. 15
APP PHARMACEUTICALS: S&P Affirms 'BB' Corporate Credit Rating

ATTRACTIONS HIPPIQUES: Monitor Lists C$69,042,268 in Liabilities
BEAZER HOMES: Board Approves Employee Indemnification Agreement
BOWNE & CO: S&P Lifts Corporate Credit Rating to 'BB-' from 'B+'
BURLINGTON COAT: Appoints Marc Katz as EVP and Accounting Chief
CAMBRIDGE LIFE: Fitch Lifts Financial Strength Rating to 'BBq'

CELESTICA INC: Fitch Affirms 'B+' Issuer Default Rating
CELLU TISSUE: Moody's Assigns B2 Rating on Senior Secured Notes
CENTERPOINT ENERGY: Fitch Holds 'BB+' Trust Preferred Rating
CHELSEA PARK: S&P Puts 'BB' Prelim. Rating on $12.37MM Cl. E Notes
CHESAPEAKE CORP: Settles Indemnification Claims with Philip Morris

CHESAPEAKE ENERGY: S&P Puts 'BB' Credit Rating Under Pos. Watch
COMSTOCK HOMEBUILDING: Employs FTI Consulting as Strategic Advisor
CRDENTIA CORP: Expands Credit Facility to $7MM, Revises Term Loans
AMERICAN COLOR: $1,300,000,000 Funding Ready for Vertis Merger
DOMINO'S PIZZA: Glenhill Advisors et al. Disclose 5.3% of Equity

ENERGYSOLUTIONS: Moody's Assigns Ba2 Rating on Sr. Credit Facility
ENTERPRISE GP: Fitch Holds 'BB-' Issuer Default Rating
ENTERPRISE PRODUCTS: Fitch Holds 'BB+' Subordinated Notes Rating
ENVIROSOLUTIONS HOLDINGS: S&P Holds Ratings and Removes Neg. Watch
EW SCRIPPS: S&P Cuts, Withdraws Rating at Company's Request

FANNIE MAE: Adequately Capitalized, OFHEO Director Says
FORD MOTOR: China Sales Grow 21% in First Half of 2008
FREDDIE MAC: Adequately Capitalized, OFHEO Director Says
G SQUARE: Moody's Junks Ratings on Two Classes of Senior Notes
GARY R. MONTEER: Case Summary & 20 Largest Unsecured Creditors

GENERAL MOTORS: Has No Thoughts of Bankruptcy, CEO Wagoner Says
GENERAL MOTORS: Wants Court to Declare Set-Off & Recoupment Claims
GREEKTOWN CASINO: Mich. Gaming Board Gives Final OK to $150MM Loan
HAVEN HEALTHCARE: Court Directs Takeover of Homes, Names Receiver
HAVEN HEALTHCARE: Allowed to Transfer South Windsor to CCSW

HAVEN HEALTHCARE: Credit Bid Sale to Secured Creditors Approved
HEXION SPECIALTY: Trial on Merger Feud to Begin September 8
HJ HEINZ: S&P Assigns 'BB+' Rating on Proposed $350MM Pref. Stock
HSN INC: Moody's Assigns Ba1 CFR Related to Spin-off Financing
HUDSON CANYON: Fitch Withdraws 'CC' Ratings on Three Notes Classes

HUNTER FAN: Moody's Cuts B2 Corporate Family Rating to B3
HUNTSMAN CORP: Says Court Will Facilitate Review of Hexion's Acts
IAC/INTERACTIVECORP: Extends Offering Consent Deadline to July 23
ICAHN ENTERPRISES: Moody's Cuts Corporate Family Rating to Ba3
IMMUNICON CORP: Panel Taps Schulte Rote as Counsel

IMMUNICON CORP: Sec. 341(a) Creditors Meeting Set for July 17
IMMUNICON CORP: Taps Fox Rothschild as Bankruptcy Counsel
IMMUNICON CORP: U.S. Trustee Names 3-Member Creditors Panel
INDYMAC BANCORP: S&P Cuts Counterparty Credit Rating to 'CCC/C'
INTERPUBLIC GROUP: Moody's Changes Outlook, Affirms Ba3 Rating

J.P. MORGAN: Moody's Affirms Ratings of 24 Certs.; Three on Low B
KEYS FITNESS: Files Chapter 11 Plan and Disclosure Statement
KOGER MANAGEMENT: Sells Assets to GHA; Owner Wants Case Converted
LAND O'LAKES: Moody's Hikes Corporate Family Rating 1 Notch to Ba1
LEHMAN BROTHERS: Has $2.7BB Loss; Shares Drop on PIMCO Rumor

LENNAR CORP: Files Blank Registration Statement with SEC
LOUISIANA RIVERBOAT: Has Until September 19 to File Ch. 11 Plan
MASONITE INT'L: Says Financial Covenants Non-Compliance Likely
MASONITE: Likely Covenant Failure Cues Moody's Review on Ratings
MCKINLEY II: Moody's Cuts Notes Ratings on Further Credit Erosion

MERGE HEALTHCARE: Regains Compliance with Nasdaq's Bid Price Rule
MERRILL LYNCH: Potential Loan Losses Cue Fitch to Put Neg. Watch
ML-CFC COMMERCIAL: Moody's Cuts Ratings, Junks Class P Certs.
MONTERRA ENTERPRISES: Sec. 341(a) Meeting Set for July 16
MONTERRA ENTERPRISES: Files Schedules of Assets and Liabilities

MORGAN STANLEY CAPITAL: Moody's Affirms Low B and C Ratings
MORTGAGES LTD: Jennings Replaces Greenberg as Bankruptcy Counsel
MORTGAGES LTD: Drafting DIP Agreement with Southwest Value
MORTGAGES LTD: 26 Borrowers Resume Payments of Loan
NATIONAL DRY CLEANERS: Taps Hilco to Sell Business Assets

NATIONAL LIFE: Fitch Lowers Q-IFS Rating to 'BBq' from 'BBBq'
NBTY INC: Moody's Rates $300MM Senior Loan Ba1; Outlook is Stable
NEXCEN BRANDS: Has Until Jan. 2009 to Comply with Nasdaq Rule
NIGHTHAWK RADIOLOGY: S&P Holds B+ Rating; Outlook Now Stable
NORTHWESTERN CORP: Court Approves Deal to Settle Claims Litigation

NORTHWEST AIRLINES: To Slash 2,500 Frontline & Management Workers
NORTHWEST AIRLINES: CEO Spurs Campaign to Lower Fuel Prices
NUVOX INC: S&P Lifts Corporate Credit Rating to 'B' from 'B-'
OFFICE DEPOT: Tough Biz Conditions Cue Decline in 2nd Qtr Sales
PACIFIC LUMBER: Court Confirms Amended Marathon/Mendocino Plan

PACIFIC LUMBER: Court Denies BoNY Diminution Claim Against Scopac
PACIFIC LUMBER: Withdraws Bid for Approval of Repayment Agreement
PARK CAPITAL: Owner Depletes Investors' Money; Attempts Suicide
PMI GROUP: Moody's Downgrades Junior Subordinated Debt to Ba1
QUICKSILVER RESOURCES: Moody's Changes Outlook to Stable from Pos.

RIDGEVIEW PROFESSIONAL: Case Summary & 26 Largest Creditors
RITE AID: Closes $820MM Refinancing Aimed at Funding Tender Offers
RMIW LLC: Wants to Hire Tow & Koenig as Bankruptcy Counsel
SEALY CORP: Clarifies Info on Supplier, Leases and Wage Policies
SIRIUS SATELLITE: Provides Post-XM Merger Financial Guidance

STANDARD PACIFIC: Closes First Phase of MatlinPatterson Financing
STARDARD PACIFIC: Inks 4th Supplemental Indenture with BoNY Trust
SW DALLAS: Secured Creditor Balks at Cash Collateral Use
SW DALLAS: Wants to Employ Joyce Lindauer as Bankruptcy Counsel
SW DALLAS: Files List of 19 Largest Unsecured Creditors

SW DALLAS: Files Schedules of Assets & Liabilities
SYNTAX-BRILLIAN: Epiq Bankruptcy Approved as Claims Agent
SYNTAX-BRILLIAN: Taps Greenberg Traurig as Counsel
SYNTAX-BRILLIAN: Gets Initial Nod to Use Silver's $23MM DIP Loan
TANEJA CENTER: Section 341(a) Meeting Scheduled for July 18

TANEJA CENTER: Files Schedules of Assets & Liabilities
TEKNI-PLEX INC: Taps Mr. Schafer as Interim CFO; CEO Joins Board
TEKNI-PLEX INC: Offers to Buy Back 10.875% Senior Secured Notes
TEKOIL & GAS: Section 341(a) Meeting Scheduled for July 24
TEKOIL & GAS: Trustee Appoints Four Members to Creditors Panel

TICKETMASTER: Moody's Assigns Corporate Family Rating of Ba2
TICKETMASTER: S&P Rates Proposed $400MM Senior Notes 'BB'
TORO ABS: Moody's Cuts Ratings on Floating Rate Notes to C, Ca
TRANSMERIDIAN EXPLORATION: Alan Halsey Resigns as COO and VP
TRIAD GUARANTY: Fitch Retains Ratings Under Negative Watch

UNITED CAPITAL: Hedge Fund Auctioned Off by Deutsche Bank
VERSO TECHNOLOGIES: Selects Kelakos as Sales Broker, Consultant
VERSO TECHNOLOGIES: Committee Taps Hays as Financial Advisor
VERTIS COMM: Obtains $1,300,000,000 Funding for ACG Merger
VERTIS INC: Releases Financial Projections for 2008 to 2012

VESTA INSURANCE: Gaines Plan Trustee Moving Assets to Vesta Fire
VESTA INSURANCE: Plan Trustee Settles Houlihan's Claim
VICTORY MEMORIAL: Sells NY Hospital Campus to Sunset LG for $45MM
VULCAN ENERGY: OXY to Buy 10% Interest in General Partner of PAA
VULCAN ENERGY: Plains-OPC Deal Cues S&P to Affirm 'BB' Ratings

WACHOVIA CORP: Sees Up to $2.8BB After-Tax Loss, Hires New CEO
WATERFALL GALLERY: Taps Barron & Newburger as Bankruptcy Counsel
WBHR I: Voluntary Chapter 11 Case Summary
WHITEHALL JEWELERS: U.S. Trustee Forms 7-Member Creditors Panel
WORNICK CO: Emerges From Bankruptcy Under Chapter 11 Protection

XM SATELLITE: Sirius Releases Financial Guidance for Combined Biz
ZIFF DAVIS: Makes Silent Exit from Bankruptcy Protection
ZIFF DAVIS: Parties Dispute Assumption/Rejection of Leases in Plan

* Fitch: US Consumer Mags Will Continue to See Lower Circulations
* Fitch Changes Outlook on US Health/Managed Care Insurance to Neg
* S&P Lowers Ratings on 77 Classes of Certificates from 22 US RMBS
* S&P: Current Credit Market Conditions Add Doubt to Refinancing
* S&P Says US Airports Must Prepare for Turbulence Ahead

* S&P Downgrades Ratings on 109 Tranches from 36 US CDOs
* Moody's: Mark-to-Market Losses Won't Truly Indicate Credit Slide

* State Bar of California Names Byron Moldo to Business Law Unit

* BOOK REVIEW: As We Forgive Our Debtors: Bankruptcy and Consumer
                          Credit in America

                             *********

ALLIED HOLDINGS: Wants to Resolve Death Benefit Plan Dispute
------------------------------------------------------------
Allied Holdings Inc., its debtor-affiliates, and certain life
insurance participants, ask the U.S. Bankruptcy Court for the
Northern District of Georgia to approve an agreement that
dissolves a death benefit plan dispute between the parties.

To recall, the Debtors filed in 2006, a motion to terminate
retiree benefits including the Allied Systems, Ltd. Employee
Death Benefit Plan.  Consequently, some retirees asked the Court
to appoint an Official Committee of Retirees to act as the
authorized representative for the Debtors' non-collective
bargaining agreement retirees, survivors and dependents on all
matters in the bankruptcy case, particularly participants in the
Employee Death Benefit Plan.

The Employee Death Benefit Plan dated Nov. 1, 1989, stated
that:

   * each Participant would be entitled to a death benefit, which
     would vary according to the monthly earnings of each
     Participant.

   * Allied Systems could obtain life insurance on the lives of
     the Participants and that Allied Systems would be the owner
     and beneficiary of the policies.

   * it would terminate on the bankruptcy of Allied Systems.

Pursuant to the Employee Death Benefit Plan, Allied Systems
selected Participants and obtained life insurance policies, each
of which insured the life of a Participant, with Allied Systems
being the owner and beneficiary of the Life Insurance Policies.

When Allied commenced its Chapter 11 case, all of the
Participants in the Retiree Death Benefit Plan were retired.

The Debtors were reorganized pursuant to a plan of reorganization
confirmed by the Court on May 18, 2007.  In the confirmation
hearing, counsel for the Debtors and Charles Vining, Alfred Hart
and Vernon Grimes -- the Appearing Participants -- stipulated that
Debtors' Motion to Terminate Retiree Benefits would be determined
post-confirmation and would not be based on Section 1114 of the
U.S. Bankruptcy Code.

At a post-confirmation hearing held Sept. 26, 2007, the Debtors
urged that their Motion to Terminate the Employee Death Benefit
Plan be granted and the Motion for the appointment of a committee
of retired employees be denied.

The Debtors argued that the Employee Death Benefit Plan had
terminated on the commencement of their Chapter 11 case, as
stated in the Death Benefit Plan itself.  The Debtors further
argued that the Committee Motion should be denied, because it was
based on Section 1114, and the Debtors' Motion did not proceed
under that Section.

The Appearing Participants opposed the Debtors' Motion and asked
the Court to grant the Committee Motion.  The Appearing
Participants argued that (i) Section 1114 governs the Debtors'
purported entitlement to terminate the Employee Death Benefit
Plan and prevents the proposed termination, (ii) Section 365(e)
of the Bankruptcy Code rendered unenforceable any ipso facto
contained in the Employee Death Benefit Plan, and (iii) they were
entitled to the appointment of a committee to represent their
interests in the Debtors' reorganization if the Debtors wanted to
terminate the Employee Death Benefit Plan.

At the conclusion of the hearing, the Court directed the parties
to ascertain whether a consensual resolution could be reached.  
The Debtors' counsel and Appearing Participants' counsel informed
the Court that they would explore a consensual resolution.  

Accordingly, the Debtors and the Appearing Participants have
agreed to compromise and resolve the pending Motions.

Thus, the Debtors and the Appearing Participants ask the Court to
approve the consensual resolution reached between them.

Ezra H. Cohen, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, notes that the Resolution provides:

   i. for a judicial declaration that the Death Benefit Plan
      terminated on July 31, 2005;

  ii. for the denial of the Committee Motion as moot;

iii. that the Debtors will adopt the 2008 Employee Death Benefit
      Plan which offers each Participant living on its effective
      date a death benefit equal to 50% of the Face Value of the
      Insurance Policy now insuring the life of the Participant;

  iv. each living Participant the option of a cash-out, in lieu
      of participating in the 2008 Death Benefit Plan.  The Cash-
      Out Option offers each living Participant current payment,
      now, while the Participant is living, of an amount equal to
      35% of the Face Value of the Insurance Policy; and

   v. a death benefit equal to 50% of the Face Amount of the
      Insurance Policy for each Participant who has died since
      July 31, 2005, or who may die before exercising the Cash-
      Out Option and before the effective date of the 2008
      Employee Death Benefit Plan.

A full-text copy of the supplemental statement of the terms of
the consensual resolution between the Debtors and Appearing
Participants is available for free at:

              http://researcharchives.com/t/s?2f5e

A full-text copy of the chart showing the amount that each
Participant will receive under the Cash-Out Option or as a Death
Benefit if the Participant either (1) participates in the 2008
Death Benefit Plan or (2) dies before the effective date of the
2008 Employee Death Benefit Plan and before electing the Cash-Out
Option is available for free at:

              http://researcharchives.com/t/s?2f5f

A full-text copy of the Proposed 2008 Employee Death Benefit Plan
is available for free at:

              http://researcharchives.com/t/s?2f60

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its        
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, served as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provided the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provided financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than
$100 million in assets and debts.  

On May 11, 2007, the Court confirmed Allied's Second Amended
Chapter 11 Plan of Reorganization.  Allied emerged from
bankruptcy on May 29, 2007.  (Allied Holdings Bankruptcy
News, Issue No. 65; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)        

                          *     *     *

As of April 30, 2007, Allied Holdings Inc.'s consolidated balance
sheet showed $217,379,000 in total stockholders' deficit resulting
from total assets of $309,931,000 and total liabilities of         
$527,310,000.


AMERICAN COLOR: $1,300,000,000 Funding Ready for Vertis Merger
--------------------------------------------------------------
Vertis Communications disclosed that in accordance with its plan
to merge with American Color Graphics it has secured commitments
for:

   1. $380,000,000 in debtor-in-possession financing; and

   2. $650,000,000 in exit financing.

As reported in the Troubled Company Reporter on May 26, 2008,
Vertis Inc., dba Vertis Communications, and American Color
disclosed merger and comprehensive restructuring plans that will
strengthen their finances, expand their North American footprint,
and improve the products and services offered to their customers.

The companies and the consenting noteholders have entered into
restructuring agreements pursuant to which the companies and
consenting noteholders have agreed to consummate the restructuring
through prepackaged Chapter 11 plans of reorganization for each
company in order to more efficiently exchange the notes.  

Importantly, the restructuring agreements and terms of the
prepackaged plans call for all trade creditors, suppliers,
customers and employees to receive all amounts owed to them in the
ordinary course of business.

The companies will launch a formal solicitation of consent for
their prepackaged Chapter 11 plans of reorganization from holders
of both Vertis Notes and ACG Notes within approximately 20 days.  
Consents will be due approximately 30 days after the companies
launch the solicitation.

Upon receiving the consents, the companies would commence
prepackaged Chapter 11 proceedings in order to implement their
plans and consummate the merger.  The proceedings are expected to
conclude in late summer.

On July 8, Vertis executed:

   -- a $380,000,000 DIP financing facility commitment letter with
      GE Commercial Finance;

   -- a $250,000,000 Senior Secured Revolving Credit exit facility
      commitment letter with GE; and

   -- a $400,000,000 exit facility commitment letter with Morgan
      Stanley Senior Funding Inc., as lead arranger.

"These lending commitments from two top institutions reflect the
continuing progress with our financial restructuring plan and
merger with American Color Graphics," Mike DuBose, chairman and
CEO of Vertis, said.  "The financing will provide appropriate
liquidity during our restructuring and then fund the newly merged
company. Not only will we strengthen our role as a marketing and
business partner, but we will provide even more opportunities to
our valued clients, suppliers and employees."
   
                        About Vertis Inc.

Headquartered in Baltimore, Vertis Inc. dba Vertis Communications
-- http://www.vertisinc.com/-- is a provider of print advertising    
and direct marketing solutions to America's retail and consumer
services companies.  

Vertis' consolidated balance sheets show total assets of
$499,562,000 and total debts of $1,415,569,000 resulting in a
$916,007,000 stockholders' deficit.

                       Going Concern Doubt

Deloitte & Touche LLP, in Baltimore, Maryland, expressed
substantial doubt about Vertis 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 said that the company has incurred recurring net
losses and is experiencing difficulty in generating sufficient
cash flow to meet its obligations and sustain its operations.

                   About American Color Graphics

American Color Graphics Inc. -- http://www.americancolor.com/--   
is a full service premedia and print companies, with eight print
locations across the continent, a TMC facility, six regional
premedia centers, photography studios nationwide and a customer
managed service sites.  Expert in a full range of products such as
retail, newspapers, direct mail, catalog, publication, packaging,
book, comic, and commercial products, ACG has been an innovative
industry leader for over 80 years.  The company provides solutions
and services as asset management, photography, and digital
workflow solutions that improve the effectiveness of advertising
and drive revenues for their customers.

At Dec. 31, 2007, American Color's consolidated balance sheets
reveal total assets of $224,080,000 and total debts of
$493,973,000 resulting in a $269,893,000 stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on June 26, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on American Color Graphics Inc. to 'D' from 'SD', after the
company's failure to make an interest payment due June 15, 2008,
on its $280 million 10% senior secured second-priority notes due
in 2010.


AMERICAN COLOR: Vertis Bares Financial Projections for 2008-2012
----------------------------------------------------------------
In connection with the Disclosure Statement relating to the Joint
Prepackaged Plan of Reorganization of Vertis Holdings, Inc., et
al. and the Joint Prepackaged Plan of ACG Holdings, Inc., et al.
under Chapter 11 of the Bankruptcy Code, Vertis Inc. disclosed
certain projections of financial performance for fiscal years 2008
through 2012.

As reported by the Troubled Company Reporter on June 3, 2008,
Vertis Inc., American Color Graphics and noteholders entered into
restructuring agreements pursuant to which the companies and
consenting noteholders have agreed to consummate the restructuring
through prepackaged Chapter 11 plans of reorganization for each
company in order to more efficiently exchange the notes.

Vertis and American Color entered into agreements with an
aggregate of approximately 72% of the outstanding principal amount
of the 9.75% Senior Secured Second Lien Notes due 2009; 83% of the
outstanding principal amount of the 10.875% Senior Notes due 2009;
and 75% of the outstanding principal amount of the 13.5% Senior
Subordinated Notes due 2009 of Vertis; and the holders of an
aggregate of approximately 70% of the outstanding principal amount
of the 10% Secured Second Lien Notes due 2010 of American Color;
to exchange their bonds for an aggregate of $550 million in new
notes and substantially all of the new equity in the combined
company.

The transaction is also supported by Vertis' principal
stockholders and the holders of over 95% of the outstanding
principal amount of Vertis Holdings Mezzanine Notes.  

The agreement on the terms of the consensual financial
restructurings would reduce the combined company's debt
obligations by approximately $725 million, excluding Vertis
Holdings Mezzanine Notes, before transaction fees and expenses.

In addition, the more than $240 million in Vertis Holdings
Mezzanine Notes will no longer be an obligation of the company
after the transaction closes.

                    Financial Projections

In connection with the company's efforts to obtain exit financing
following the consummation of the Prepackaged Plan, the company
has distributed financial projections to potential lenders which
vary from the Projections contained in the Disclosure Statement.  
The company continues to believe that the Projections and their
underlying assumptions are reasonable.  The Financing Projections
were provided with a different purpose than the Projections.

The financing projections contain more conservative assumptions in
order to facilitate financing terms containing favorable debt
covenants, whereas the Projections contain the company's
reasonable estimation of its ability to meet its obligations under
the Prepackaged Plan.

The financing projections reflect the results of a recent review
of the Projections.  The financing projections reflect a more
conservative estimate of new business capture.  The financing
projections also reflect a more conservative estimate of the
impacts of market based pricing pressures on the company.  Other,
less material, adjustments have also been made.

A full-text copy of the Financing Projections is available for
free at http://ResearchArchives.com/t/s?2f56

Headquartered in Baltimore, Vertis Inc. dba Vertis Communications
-- http://www.vertisinc.com/-- is a provider of print advertising   
and direct marketing solutions to America's retail and consumer
services companies.  

              About American Color Graphics

American Color Graphics Inc. -- http://www.americancolor.com/--   
is a full service premedia and print companies, with eight print
locations across the continent, a TMC facility, six regional
premedia centers, photography studios nationwide and a customer
managed service sites.  Expert in a full range of products such as
retail, newspapers, direct mail, catalog, publication, packaging,
book, comic, and commercial products, ACG has been an innovative
industry leader for over 80 years.  The company provides solutions
and services as asset management, photography, and digital
workflow solutions that improve the effectiveness of advertising
and drive revenues for their customers.

At Dec. 31, 2007, American Color's consolidated balance sheets
reveal total assets of $224,080,000 and total debts of
$493,973,000 resulting in a $269,893,000 stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on June 26, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on American Color Graphics Inc. to 'D' from 'SD', after the
company's failure to make an interest payment due June 15, 2008,
on its $280 million 10% senior secured second-priority notes due
in 2010.


AMPEX CORP: Seeks to Extend Plan Confirmation Hearing to Aug. 15
----------------------------------------------------------------
Ampex Corporation and certain of its U.S. subsidiaries entered
into a Letter Agreement dated June 24, 2008, with certain of their
creditors amending the Plan Support Agreement filed with the
United States Bankruptcy Court for the Southern District of New
York.  

The letter agreement extends until Aug. 15, 2008, the deadline to
hold the confirmation hearing for the Debtors' chapter 11 Plan of
Reorganization.  There are a number of risks and uncertainties
relating to confirmation of the Plan and the bankruptcy process
generally.  Accordingly, there can be no assurance that the Plan
will be confirmed by the extended deadline or that the Debtors
will be able to satisfy all of the other conditions of the Plan
Support Agreement.

The Letter Agreement Amending the Plan Support Agreement is
addressed to the Consenting Holders that are Party to the Plan
Support Agreement, dated March 30, 2008.  The Letter confirms
these agreements:

     1. Section 8.1(e) of the Plan Support Agreement is hereby
        amended and restated in its entirety to read as:
        "a hearing to consider the Confirmation Order has not been  
         scheduled to occur on or before August 15, 2008;"

     2. Except as expressly provided herein, the Plan Support
        Agreement shall continue in full force and effect in
        accordance with the provisions thereof.

A copy of the Plan Support Agreement is available for free at
http://ResearchArchives.com/t/s?29d6

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

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

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


APP PHARMACEUTICALS: S&P Affirms 'BB' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Germany-
based health-care companies Fresenius SE and its subsidiary
Fresenius Medical Care AG & Co. KGaA to negative from positive.  
At the same time, all ratings, including the 'BB' long-term
corporate ratings, were affirmed.
     
In addition, all ratings on APP Pharmaceuticals Inc. were
affirmed, including the 'BB' long-term corporate ratings.  The
outlook on APP is stable.
     
The outlook revision comes after FSE's unexpected proposal to
acquire Schaumburg, Illinois-based generic drug maker APP.  "The
move signals potential downside to the rating quality from a more
aggressive financial policy at the FSE level as well as a
deterioration in debt protection measures," said Standard & Poor's
credit analyst Marketa Horkova.  "Although FME's stand-alone
credit quality is not directly affected by the transaction, the
outlook revision in line with that on FSE is a consequence of our
assessment of the relationship with FSE."  This includes the
significant influence of FSE over FME as well as the substance of
their economic relationship.
     
The negative outlook reflects FSE's more aggressive financial
policy track record, and in addition, limited visibility on the
timing and the size of any future acquisitions.  The negative
outlook also reflects potential execution risk connected to any
potential equity issuance embedded in the transaction, given
present capital-market volatility.
     
The ratings could be lowered if the group fails to restore its
financial metrics in line with our expectations in 2009 either due
to operational underperformance, increased cost of borrowings,
unfavorable exchange-rate movements, or higher leverage from add-
on acquisitions.  S&P would consider revising the outlook to
stable if FSE can demonstrate that it can operate within the
stated guidelines.  A positive rating movement is remote at
present because of financial policy limitations.
     
The outlook on FME follows that of FSE and reflects the parent-
subsidiary relationship.


ATTRACTIONS HIPPIQUES: Monitor Lists C$69,042,268 in Liabilities
----------------------------------------------------------------
RSM Richter Inc., a court-appointed monitor for Attractions
Hippiques and its debtor-affiliates, filed a list of the Debtors'
secured creditors and their claims, disclosing:

   Creditor                                       Claim Amount
   --------                                       ------------
   Sun Life Assurance Company of Canada           C$29,526,400
   227 King Street
   South Waterloo, QC M5V 3C5

   The Manufactureres Life Insurance Co.           C$7,381,600
   200 Bloor Street, East Floor NT-4
   Toronto, ON M4W 1E5

   The Toronto-Dominion Bank                       C$2,950,000
   77 King Street, 18th Floor Royal Trust Tower
   Toronto, ON M5K 1A2

   Industrial Alliance Insurance and Financial     C$5,536,200
   Services
   200 Bay Street North Tower, 21th Floor
   Toronto, ON M5J 2J5

   RBC Dexia Investor Trust                        C$3,690,800
   Trustee, BCE Trust Fund 1000
   De La Gauchetiere O.S. 1300
   Montreal, QC H3B 5A7
                                                  ------------
   TOTAL SECURED CLAIMS                           C$49,085,000


RSM Richter also filed a list of the Debtors' unsecured creditors
with a total claim amount of C$19,957,268.

The Debtors owe secured and unsecured creditors a total of
C$69,042,268.

A full-text copy of the monitor's report is available for free at
http://ResearchArchives.com/t/s?2f54

                    About Attractions Hippiques

Attractions Hippiques -- http://www.attractionshippiques.com/--   
offers clients and partners competitive equine entertainment.  On
June 26, 2008, several Attraction Hippiques entities obtained
protection under the Companies' Creditors Arrangement Act (Canada)
pursuant to an order from the Superior Court of Quebec.

The Debtors are A.H. (MTL) Inc., A.H. (T.R.) Inc., A.H. (AYL)
Inc., A.H. (Que) INC., A.H. Royale Inc., Les Immeubles A.H. (St.-
Basile) Inc., Les Immuebles A.H. (Aylmer) Inc., Les Immuebles A.H.
(Trois-Rivieres) Inc., A.H.Q. (Gestion) Inc.  Includes as Mises-
en-Cause are Attractions Hippiques (Montreal) S.E.C., Attractions
Hippiques (Trois-Rivieres) S.E.C., Attractions Hippiques (Aylmer)
S.E.C., Attractions Hippiques (Quebec) S.E.C.

RSM Richter Inc. was appointed by the court as monitor to
supervise the Debtors' ongoing operations for an undefined period
of time.


BEAZER HOMES: Board Approves Employee Indemnification Agreement
---------------------------------------------------------------
The Board of Directors of Beazer Homes USA, Inc., approved a form
of Indemnification Agreement, pursuant to which the company will
agree to provide for the indemnification of and the advancement of
expenses to each director or employee party to the Indemnification
Agreement and for the continued coverage of the party under the
company's directors' and officers' insurance programs.  The Board
has authorized and directed the company to enter into these
agreements with each of the company's executive officers and
directors.

The a full-text copy of the Indemnification Agreement is available
for free at http://ResearchArchives.com/t/s?2f5b

               Revolving Credit Facility Waiver

In addition, on June 30, 2008, the company extended the waiver
period under its revolving credit facility, which continues the
waiver it received on May 13, 2008.  This waiver relaxes, through
Aug. 15, 2008, the company's minimum consolidated tangible net
worth and maximum leverage ratio requirements under its revolving
credit facility.  During the term of the waiver, the minimum
consolidated tangible net worth will not be less than $700 million
and the leverage ratio shall not exceed 2.50 to 1.00.  No payments
were made in consideration for this extension of the waiver.  The
company is currently negotiating an amended covenant package with
its bank group and expect to enter into an amendment prior to
finalizing its financial statements for the fiscal quarter ending
June 30, 2008.

A full-text copy of the Wavier is available for free at
http://ResearchArchives.com/t/s?2f5c

                Bayne Steps Down as Director

Katie J. Bayne, presently a member of the Board of Directors of
the company, informed the company on June 29, 2008, that she will
not stand for re-election at the annual meeting of stockholders so
that she may focus her full attention to the additional
responsibilities arising from her recent promotion to Chief
Marketing Officer, Coca-Cola North America for The Coca-Cola
Company.  Mrs. Bayne will continue as a member of the Board of
Directors until Aug. 5, 2008, the date of the company's annual
meeting of stockholders.  As a result of Mrs. Bayne not seeking
re-election, the size of the board will be reduced to six members
effective Aug. 5, 2008.

                 Amendments to Articles of Bylaws

On June 30, 2008, the Board of Directors of the company amended
Article XIV of the company's Second Amended and Restated Bylaws.  
The amendment, which is now reflected in the Third Amended and
Restated Bylaws of the company, updated various provisions in the
bylaws relating to indemnification and advancement of expenses.  
The most significant change was to provide for mandatory
advancement of expenses for directors and executive officers of
the company.  Previously, such advancement of expenses was at the
discretion of the Board of Directors.

A full-text copy of the Third Amended and Restated Bylaws is
available for free at http://ResearchArchives.com/t/s?2f5d

                      About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilder with    
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New
Mexico, New York, North Carolina, Ohio, Pennsylvania, South
Carolina, Tennessee, Texas, Virginia and West Virginia.  The
company also provides mortgage origination and title services to
its homebuyers.

                          *     *     *

As disclosed in the Troubled Company Reporter on June 12, 2008
Fitch Ratings downgraded Beazer Homes USA, Inc.'s Issuer Default
Rating and other outstanding debt ratings as: IDR to 'B' from
'B+'; Secured revolving credit facility to 'BB-/RR1' from
'BB/RR1'; Senior notes to 'B-/RR5' from 'B/RR5'; Convertible
senior notes to 'B-/RR5' from 'B/RR5'; and Junior subordinated
debt to 'CCC/RR6' from 'CCC+/RR6'.

The TCR said on Feb. 19, 2008, that Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured note
ratings on Beazer Homes USA Inc. to 'B' from 'B+'.  The ratings
remain on CreditWatch, where they were placed with negative
implications on Aug. 14, 2007.

The TCR reported on May 8, 2008, that Beazer Homes USA Inc. stated
in a filing with the Securities and Exchange Commission that it
received a default notice from The Bank of New York Trust Company
National Association, the trustee under the indenture governing
the company's outstanding $103.1 million unsecured junior
subordinated notes due July 2036.  The notice alleges that the
company is in default under the indenture because the company has
not provided certain required information, including its annual
audited and quarterly unaudited financial statements.


BOWNE & CO: S&P Lifts Corporate Credit Rating to 'BB-' from 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
issue-level ratings on New York-based Bowne & Co. Inc.  The
corporate credit rating was raised to 'BB-' from 'B+'.  The rating
outlook is stable.
     
"The ratings upgrade reflects a reassessment of Bowne's business
profile, taking into account recent acquisitions and management's
relatively conservative financial policies," said Standard &
Poor's credit analyst Michael Listner.  "Bowne's conservative
balance sheet management has enabled the company to strengthen its
capital structure, and the company has diversified its revenue
base in a manner that will allow it to absorb expected
deterioration to its credit measures over the intermediate term as
a result of depressed volumes in the transaction-based financial
printing segment.  Despite Bowne's concentration in the
competitive financial print business and its exposure to capital
markets volatility, the company is expected to maintain credit
measures commensurate with a 'BB-' rating."
     
Notwithstanding recent deterioration in operating performance,
total lease-adjusted debt to EBITDA was approximately 2.6x as of
March 31, 2008, which is good for the 'BB-'rating.  Given its
expectation for continued softness in the capital markets and an
estimated year-over-year decline of approximately 30% in
transactional revenue, S&P anticipate that total lease-adjusted
debt to EBITDA will be around 3x at the end of 2008.  This would
provide some flexibility in the company's leverage profile
relative to its expectation that leverage remain at less than 4.5x
on average.  

Recently acquired cash flows and announced cost reductions should
somewhat offset the expected cash flow declines this year in
Bowne's existing businesses.  Still, S&P anticipate that aggregate
revenue will decline in the low-single-digit percentage area and
that EBITDA will decline in the mid-teens percentage area in 2008
year over year.
     
The 'BB-' rating reflects Bowne's concentration in the competitive
financial print business and its exposure to the volatility
related to transaction-based financial printing volumes, which are
subject to changes in capital market activities.  Bowne
specializes in transaction-based printing for IPOs and mergers and
acquisitions, compliance financial printing, mutual fund printing
and reporting, digital printing, and marketing communications.  
Major competitors include R.R. Donnelly & Sons and Merrill Corp.
Although volatility is lower for compliance reporting, overall
performance of the segment is highly dependent on transaction-
based print volumes and capital market activity, which increases
the volatility of the company's cash flow base.


BURLINGTON COAT: Appoints Marc Katz as EVP and Accounting Chief
---------------------------------------------------------------
Marc Katz has been appointed as the Executive Vice President and
Chief Accounting Officer of Burlington Coat Factory Warehouse
Corporation, effective July 9, 2008.  Prior to joining the
company, Mr. Katz, age 43, served as Executive Vice President and
Chief Financial Officer of A.C. Moore Arts & Crafts, Inc., a
specialty retailer of arts, crafts and floral merchandise, from
September 2006 to June 27, 2008.

>From May 2003 to September 2006, Mr. Katz was Senior Vice
President and Chief Information Officer of Foot Locker, Inc., a
specialty retailer of athletic footwear, apparel and related
items.  Mr. Katz served as Vice President and Chief Information
Officer of Foot Locker from July 2002 to May 2003.  From 1997 to
2002, Mr. Katz served in these capacities at the financial
services center of Foot Locker: Vice President and Controller from
July 2001 to July 2002; Controller from December 1999 to July
2001; Retail Controller from October 1997 to December 1999; and
Director of Inventory Control from June 1997 to October 1997.  

Prior to his employment with Foot Locker, Mr. Katz served for
eight years in various financial positions at The May Department
Stores Company, an operator of department store chains.

Mr. Katz will serve as the company's Executive Vice President and
Chief Accounting Officer until his successor is duly elected and
qualified.  

                      Employment Agreement

Mr. Katz's employment is governed by an employment agreement
entered into on June 26, 2008, by and between the company and Mr.
Katz, that provides for an initial term of one year and
automatically renews for successive one year terms on each
anniversary of the Commencement Date unless the company gives
notice of non-extension 90 days prior to such anniversary.  The
Katz Agreement further provides for a minimum annual base salary
of $400,000, which base salary may be increased at the discretion
of the company's board of directors or a committee or appointee
thereof, as well as a repair bonus in the amount of $300,000 to
recompense Mr. Katz for bonuses from his prior employer which are
being forfeited by reason of Mr. Katz's employment with the
company.

                  Forfeiture Repair Bonus

The Forfeiture Repair Bonus is payable in two installments: the
first installment of $100,000 will be payable within 30 days after
the Commencement Date and the second and final installment of
$200,000 will be payable three months after the Commencement Date.  
In the event Mr. Katz's employment with the company is terminated
either voluntarily by Mr. Katz or for cause by the company within
eighteen months after the date on which Mr. Katz receives an
installment of the Forfeiture Repair Bonus, Mr. Katz shall
immediately repay such installment to the company.

               Senior Management Bonus Plan

The Katz Agreement also provides that Mr. Katz is eligible to
participate in the company's Senior Management Bonus Plan, with a
target annual bonus of 50% of Mr. Katz's base salary.  If he
remains continuously employed by the company through the date of
payment thereof (which shall be at the same time as bonus payments
are made to other participants in the company's Senior Management
Bonus Plan but not later than Aug. 31, 2009), the company shall
pay Mr. Katz a bonus in the amount of $200,000 for the company's
fiscal year ending May 30, 2009 in lieu of direct participation in
the Senior Management Bonus Plan for such fiscal year.

For the company's fiscal years ending after May 30, 2009, Mr. Katz
will participate in the company's Senior Management Bonus Plan to
the same extent as other members of senior management at a
comparable level of the company and with the Target Bonus,
provided that so long as he remains continuously employed by the
Company through the payment date thereof, Mr. Katz's bonus under
such bonus plan for the company's fiscal year ending May 29, 2010,
will not be less than $80,000.

Pursuant to the Katz Agreement, Mr. Katz is entitled to the use of
an automobile with an approximate value of $35,000.  Further, Mr.
Katz is eligible to participate in the company's medical benefit
and retirement plans, and is subject to the company's policies
with respect to business expense reimbursement, on the same basis
as other senior executives.  The Katz Agreement also provides that
Mr. Katz will be subject to a covenant not to compete and a
covenant not to solicit employees, customers, suppliers, licensee,
service providers or any other business relation of the Company at
all times while employed and for up to one year after his
termination of employment, and a covenant not to disclose
confidential information during the employment term and at all
times thereafter.

Upon commencement of employment, Mr. Katz will receive a grant
options to purchase up to 10,000 units of the securities of
Holdings.

A full-text copy of the Katz Agreement is available for free at
http://ResearchArchives.com/t/s?2f4d

           Amendment to the CFO Employment Agreement

On June 27, 2008, the company entered into an amendment to that
certain employment agreement, dated Aug. 16, 2007, between the
company and  Todd Weyhrich, the company's Chief Financial Officer.  
Pursuant to the Amendment, the Weyhrich Agreement has been
modified such that, among other things:

   * Mr. Weyhrich's minimum annual base salary has been increased
     from $350,000 to $450,000 retroactive to Nov. 3, 2007;

   * Mr. Weyhrich shall receive a bonus of not less than $212,000
     (increased from $140,000), such bonus in lieu of direct
     participation in the company's Senior Management Bonus Plan
     for the first year of employment and payable at the same time
     bonuses are payable to other senior management under the Plan
     for the company's fiscal year ending May 31, 2008 but in no
     event later than June 30, 2008.  For each fiscal year
     thereafter, Mr. Weyhrich will participate in the Plan to the
     same extent as other members of senior management at a
     comparable level of the company and with a target bonus not
     less than 50% of the base salary paid to Mr. Weyhrich for the
     fiscal year of the company to which the bonus relates.

   * In connection with relocating his personal residence, Mr.
     Weyhrich will be reimbursed in an amount equal to the lesser  
     of (i) the difference between the selling price of his prior
     personal residence and the purchase price thereof, and (ii)
     $175,000 (increased from $75,000); and

   * The provision in the Weyhrich Agreement prohibiting
     reimbursement of expenses relating to the Relocation
     including, without limitation, the Home Loss Protection
     Amount, prior to Aug. 21, 2008 has been removed.

A full-text copy of Weyhrich Amendment is available for free at
http://ResearchArchives.com/t/s?2f4e

                  About Burlington Coat Factory

Headquartered in Burlington, New Jersey, Burlington Coat Factory
Warehouse Corporation, a wholly owned subsidiary of Burlington
Coat Factory Investments Holdings, Inc., is a nationwide off-price
apparel retailer that operates approximately 384 stores in 44
states under the nameplates of Burlington Coat Factory, Cohoes,
MJM, and Baby Depot.

                          *     *     *

As disclosed in the Troubled Company Reporter on May 2, 2008,
Fitch Ratings affirmed Burlington Coat Factory Warehouse Corp.'s
Issuer Default Rating at 'B-' and the $900 million term loan at
'B/RR3.'  In addition, Fitch has taken these rating actions: $800
million asset-based revolver revised to 'B+/RR1' from 'B+/RR2';
$305 million senior unsecured notes downgraded to 'CCC/RR6' from
'CCC+/RR5'; and $99 million senior discount notes downgraded to
'CCC-/RR6' from 'CCC/RR6'.


CAMBRIDGE LIFE: Fitch Lifts Financial Strength Rating to 'BBq'
--------------------------------------------------------------
Based on statutory financial information through year-end 2007,
Fitch Ratings has updated the Quantitative Insurer Financial
Strength ratings on these:

  -- First Health Life & Health Insurance Company (TX)/ 90328
     affirmed at 'BBBq'

  -- Cambridge Life Insurance Company (MO) / 81000 upgraded to
     'BBq' from 'Bq';

  -- National Life Insurance Company (PR) / 72087 downgraded to
     'BBq' from 'BBBq'

Q-IFS ratings are generated using a model that utilizes statutory
financial statement information that individual companies file
with state regulators.  The model incorporates "rating logic" that
mirrors many aspects of the quantitative analysis that is used to
assign traditional IFS ratings.  Traditional IFS ratings
incorporate both quantitative and qualitative factors and
typically involve in-depth discussions with senior management.  
The Q-IFS ratings incorporate a 'q' subscript to differentiate the
ratings from traditional IFS ratings.

While recognizing the limitations associated with using a strict
quantitative rating approach, Fitch believes that Quantitative IFS
ratings will provide a reasonable representation of the life
insurance company's stand-alone financial strength and operating
profile.


CELESTICA INC: Fitch Affirms 'B+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed these ratings for Celestica Inc.:

  -- Issuer Default Rating at 'B+';
  -- Senior Secured Credit Facility at 'BB+/RR1';
  -- Senior subordinated debt at 'B/RR5'.

The Rating Outlook has been revised to Stable from Negative.

The ratings affirmation and Stable Outlook reflect these
considerations:

  -- Celestica has significantly improved profitability over the
     past year, increasing EBITDA margin from a low of 1.7% in
     1Q07 (end Mar 2007) to 4% in 1Q08 despite a 7.5% decline in
     revenue for the latest twelve month period ending March 31,
     2008.

  -- Celestica maintains a conservative balance sheet with $750 mm
     in long-term debt and $1.1 billion in cash. Fitch estimates
     leverage (Total Debt / Total Operating EBITDA) as of
     March 31, 2008, to be 2.7x or 4.3x when adjusted for off-
     balance sheet debt.  This compares to peak leverage of 3.6x
     or 5.5x on an adjusted basis in 3Q07.

  -- Fitch believes Celestica has managed to stabilize its top-
     line following five consecutive quarters of year-over-year
     declines in revenue although signs of a renewed and
     sustainable revenue growth trend have yet to materialize.

The ratings are supported by these:

  -- Celestica maintains a conservative capital structure with
     approximately $400 million in net cash.

  -- Fitch expects Celestica would generate significant cash from
     working capital during a downturn, as typical for the EMS
     industry.

  -- Fitch believes that a long-term trend of increased
     outsourcing of manufacturing across multiple economic sectors
     will benefit the EMS industry in general.

  -- Celestica remains a leading global EMS provider with a blue
     chip customer base.

Ratings concerns include:

  -- Execution issues in late 2006 led to material customer
     attrition and an 8.4% decline in revenue during 2007.  Fitch
     does expect revenue trends to stabilize in 2008.

  -- Celestica has significant customer concentration risk,
     although typical for the industry, with the top 10 customers
     representing approximately 60% of total revenue.

  -- Generally low operating margins associated with the EMS model
     which has produced returns on invested capital below the cost
     of capital for many competitors in recent years, including
     Celestica.

As of March 31, 2008, liquidity was solid with a fully available
$300 million secured revolving credit facility which expires April
2009 and $1.1 billion in cash.  Celestica also has a $250 million
committed accounts receivable securitization facility which it
utilizes for additional liquidity.  This facility had
approximately $50 million of available liquidity as of March 31,
2008, and expires November 2008.

Total debt as of March 31, 2008 was approximately $770 million and
included primarily $500 million of 7.875% senior subordinated
notes due June 2011 and $250 million of 7.625% senior subordinated
notes due June 2013.

The Recovery Ratings and notching reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of Celestica, and hence
recovery rates for its creditors, will be maximized in a
restructuring scenario (going concern) rather than a liquidation
scenario.  In deriving a distressed enterprise value, Fitch
applies a 30% discount to Celestica's estimated operating EBITDA
of approximately $285 million for the LTM ended March 31, 2008
based on a 3.25x interest coverage covenant included in the
company's revolving credit facility agreement.

Fitch then applies a 4x distressed EBITDA multiple, which
considers Celestica's current multiple and that a stress event
would likely lead to multiple contraction.  As is standard with
Fitch's recovery analysis, the revolver is fully drawn and cash
balances fully depleted to reflect a stress event.  The 'RR1' is
for Celestica's secured bank facility reflects Fitch's belief that
100% recovery is realistic.  The 'RR5' is for the senior
subordinated debt reflects Fitch's estimate that a recovery of
11%-30% would be achievable.


CELLU TISSUE: Moody's Assigns B2 Rating on Senior Secured Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the $40 million
face value of senior secured notes issued by Cellu Tissue
Holdings, Inc. in connection with its acquisition of Atlantic
Paper & Foil.  Concurrently, Moody's affirmed Cellu Tissue's B2
Corporate Family Rating, B2 Probability of Default Rating, SGL-3
liquidity rating and B2 rating on the existing $182.3 million of
senior secured notes.  The rating outlook is stable.

On July 2, 2008, Cellu Tissue acquired certain assets of AP&F for
$68 million.  The purchase price was financed with a $6.3 million
seller note, $36.9 million ($40 million face value) of senior
secured notes ($40 million face value), cash on hand, and an
equity contribution from the company's financial sponsor, Weston
Presidio.

As part of the transaction, Cellu Tissue's senior secured working
capital facility was increased from $40 million to $60 million and
the company made a $12 million withdrawal on this facility to fund
a portion of the acquisition's cash requirements.  Pro forma for
the transaction, Moody's calculates the company's debt to EBITDA
to be 4.7x, including Moody's standard adjustments.

Despite rapid growth and strategic expansion in the past two
years, Cellu Tissue's B2 CFR remains constrained by the company's
relatively small revenue base, limited geographic scale, and the
attendant integration and financial risks associated with a
largely debt-financed acquisition strategy.

However, Moody's views the AP&F transaction as complementing
management's initiative of growing the company's converted tissue
segment, particularly in the private label retail market that has
steadily taken North American market share from branded products.

The ratings benefit from recent improvements in profitability,
solid credit metrics for the rating category and an adequate
liquidity profile.  The stable outlook anticipates that Cellu
Tissue will successfully integrate the AP&F acquisition while
maintaining margins, improving free cash flow and reducing debt.

These ratings were assigned to Cellu Tissue Holdings, Inc.:

  -- $40 million senior secured notes due 2010, B2 (LGD4, 57%)

These ratings of Cellu Tissue Holdings, Inc. were affirmed:

  -- $182.3 million senior secured notes due 2010, B2 (LGD4, 57%)
  -- Corporate Family Rating, B2
  -- Probability of Default Rating, B2
  -- Speculative Grade Liquidity Rating, SGL-3

Headquartered in Alpharetta, Georgia, Cellu Tissue manufactures
tissue and machine-glazed paper used in health care and consumer
products such as diapers, facial and bath tissue, paper towels and
food wraps.  The company generated pro forma revenues of
approximately $510 million in the fiscal year ended Feb. 29, 2008.


CENTERPOINT ENERGY: Fitch Holds 'BB+' Trust Preferred Rating
------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB-' Issuer Default Rating and
outstanding debt ratings of CenterPoint Energy, Inc. following
completion of a periodic review.  Fitch has also affirmed the
'BBB' IDR for Centerpoint's subsidiaries.  The Rating Outlook is
Stable.  Approximately $7 billion of debt is affected by the
rating actions.  

CNP's ratings are supported by dividend payments from mostly
regulated operations that are favorably located in relatively high
growth areas as well as a strong liquidity position.  
Approximately 85% of consolidated operating income is generated by
regulated utilities and pipeline operations.  CenterPoint Energy
Houston Electric LLC is able to annually recover transmission
investments in tariffs for the remaining two years of the base
rate freeze and CenterPoint Energy Resources Corp.'s cash flows
are expected to increase as a result of interstate pipeline and
gas gathering investments.

Fitch's primary credit concern for CNP is high consolidated
balance sheet leverage.  In addition, capital spending is expected
to require external funding to supplement cash generation in 2008
as CEHE invests in the TX electric transmission system and CERC
completes the Southeast Supply Header interstate pipeline
expansion and invests in gas gathering and processing capacity to
serve growing gas production.

Ratings of CEHE are supported by credit ratios consistent with a
'BBB' lower risk utility as a transmission and distribution
utility that has no commodity price risk or provider of last
resort obligations.  Rating concerns include rising operating
costs during a base rate freeze that extends to mid-2010 and
regulatory and political risk.

While year to date only four small retail electric providers have
ceased operations as a result of price spikes in the energy
balancing markets that made their power purchases unaffordable,
the spikes increase risk that additional REPs will go out of
business and lead to growing receivables for CEHE.  The high power
costs also raise the likelihood that Texas law or regulations may
be changed to help consumers manage power bills.  Fitch notes that
CEHE's largest REP counter-parties, formed when vertically
integrated utilities were separated in TX, have mostly hedged
expected generation supply needs and are not significantly exposed
to recent volatility in the Texas spot energy markets.

CERC's ratings are supported by contractual cash flows from
interstate pipelines and improving cash flows from regulated gas
local distribution utilities.  Fitch's rating concerns include the
potential for cost over-runs of capital projects and/or
disproportionate growth of CERC's higher risk non-regulated
operations.

The Stable Rating Outlook assumes that the electric and gas
utilities and the pipelines will perform well and that operating
and maintenance costs will be effectively controlled during the
base rate freeze.  The Stable Outlook also assumes risk regulated
operations will continue to contribute more than 80% of
consolidated operating income.  Fitch's Outlook incorporates the
expectation that capital spending needs will reduce to a level
that is funded with internal cash flow beyond 2008.  Improvement
in leverage and coverage ratios through cash flow growth or other
means is the key to any improvement in CNP's current ratings or
Outlook.

CNP, through its subsidiaries, operates as a public utility
company.  CEHE provides regulated electric transmission and
distribution services to REPs, municipalities, electric
cooperatives, and other distribution companies that provide
service to approximately two million customers in and around
Houston, Texas.  CERC owns and operates LDCs that serve 3.2
million customers in six states, 8,200 miles of interstate natural
gas pipelines, gas gathering lines, processing and storage
facilities, and engages in gas marketing to commercial and
industrial customers.

Fitch has affirmed these ratings with a Stable Outlook:

CenterPoint Energy, Inc. (CNP)
  -- IDR 'BBB-';
  -- Senior unsecured 'BBB-';
  -- Trust preferred/Zens 'BB+';
  -- Short-term IDR 'F3';
  -- Commercial paper 'F3'.

CenterPoint Energy Resources Corp. (CERC)
  -- IDR 'BBB';
  -- Senior unsecured 'BBB';
  -- Convertible subordinated notes 'BBB-';
  -- Short-term IDR 'F2';
  -- Commercial paper 'F2'.

CenterPoint Energy Houston Electric LLC (CEHE)
  -- IDR 'BBB';
  -- First mortgage bonds 'A-';
  -- General mortgage bonds 'BBB+';
  -- Unsecured credit Facility 'BBB';
  -- Short-term IDR 'F2'.


CHELSEA PARK: S&P Puts 'BB' Prelim. Rating on $12.37MM Cl. E Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Chelsea Park CLO Ltd./Chelsea Park CLO LLC's
$413.1 million floating-rate notes.
     
The preliminary ratings are based on information as of July 9,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes, and by the subordinated notes
        and overcollateralization;

     -- The cash flow structure, which was subjected to various
        stresses requested by Standard & Poor's;

     -- The portfolio manager's experience; and

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.

  
                    Preliminary Ratings Assigned
            Chelsea Park CLO Ltd./Chelsea Park CLO LLC
   
       Class                        Rating            Amount
       -----                        ------            ------
       A                            AAA          $344,250,000
       B                            AA            $24,520,000
       C                            A             $19,800,000
       D                            BBB           $12,150,000
       E                            BB            $12,370,000
       Subordinated notes           NR            $36,900,000
   

                         NR -- Not rated.


CHESAPEAKE CORP: Settles Indemnification Claims with Philip Morris
------------------------------------------------------------------
In connection with the company's acquisition of the former
Wisconsin Tissue Mills Inc., dba WTM I Company, a commercial and
industrial tissue business, from Philip Morris Inc., dba Philip
Morris USA, Inc., in 1985, Philip Morris agreed to indemnify WTM
and the company for losses relating to breaches of representations
and warranties in the acquisition agreement.  The company
identified PCB contamination in the Fox River in Wisconsin as a
basis for a claim for indemnification.

Beginning in 1994, Philip Morris has made indemnification payments
in excess of $53 million for Fox River losses.  In mid-June 2008,
Philip Morris asserted a claim that it did not have an
indemnification obligation and refused to continue to indemnify
WTM and the company for their losses related to the Fox River.  
That claim was resolved on June 26, 2008, in a settlement in a
Consent Decree filed with the Circuit Court of Henrico County,
Virginia, by which, among other things:

   (i) Philip Morris releases its claims for recovery of past
       indemnification payments;

  (ii) Philip Morris agrees to cooperate in WTM's recovery under
       certain general liability insurance policies; and

(iii) Philip Morris' maximum liability for future indemnification
       under the 1985 acquisition agreement is capped to
       $36 million.

The settlement is expected to provide substantial funds to cover
the company's reasonably probable costs related to the Fox River
matter.

Headquartered in Richmond, Virginia, Chesapeake Corporation
(NYSE:CSK) -- http://www.cskcorp.com/-- is a supplier of     
specialty paperboard packaging products in Europe and an
international supplier of plastic packaging products to niche
end-use markets.  Chesapeake has 47 locations in France,
Ireland, United Kingdom, North America, China, HongKong, among
others and employs approximately 5,500 people.  

For the quarter ended March 30, 2008, the company reported
$1,225,100,000 in total assets and $948,100,000 in total
liabilities.

                        *     *     *

As disclosed in the Troubled Company Reporter on July 2, 2008,
Moody's Investors Service placed all the credit ratings of
Chesapeake Corp. on review for possible downgrade.  This rating
action follows Chesapeake's statement on June 27, 2008 that the
completion of a proposed new credit facility will not be completed
prior to the expiration of the commitment letter on July 1, 2008.

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

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

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

Moody's placed these ratings of Chesapeake Corporation on review
for possible downgrade: $18.75 million 6.375% senior unsecured
revenue bonds due 2019, B3 / LGD3 (48%); $31.25 million 6.25%
senior unsecured revenue bonds due 2019, B3 / LGD3 (48%); GBP67.1
million 10.375% senior subordinated notes due 2011, Caa1 / LGD5
(72%); EUR100 million 7% senior subordinated eurobonds due 2014,
Caa1 / LGD5 (72%); Corporate Family Rating, B2; and Probability of
Default Rating, B3.


CHESAPEAKE ENERGY: S&P Puts 'BB' Credit Rating Under Pos. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB' corporate credit rating, on oil and gas exploration &
production company Chesapeake Energy Corp. on CreditWatch with
positive implications.  As of March 31, 2008, Oklahoma City-based
Chesapeake had $11 billion in debt.
     
"The CreditWatch reflects our increased confidence that the
company is managing the financial risks associated with its large
capital program in a more prudent manner," said Standard & Poor's
credit analyst David Lundberg.
     
Recent and expected actions include:

     -- The expected common stock offering, which should raise
        roughly $1.7 billion in cash, assuming the company
        exercises the over-allotment option.  Chesapeake also
        raised $1 billion in common stock in April;

     -- Last week's announced joint venture with Plains
        Exploration & Production Co. Plains paid $1.65 billion for
        a 20% working interest in Chesapeake's prospective
        Haynesville acreage and agreed to fund 50% of Chesapeake's
        future drilling and completion costs (up to an additional
        $1.65 billion) over several years;

     -- The expected sale of Chesapeake's Woodford Shale acreage;
        and

     -- Management's indication that they will consider additional
        joint ventures to help fund other emerging resource plays.

S&P expect to resolve the CreditWatch within the next 60 days as
it gain further clarity on the company's likely near-term capital
expenditures and potential cash proceeds.  S&P will focus on
expected credit ratios over the next two years.  In evaluating a
potential upgrade to 'BB+', S&P would expect debt to EBITDA in the
mid-2x area and FFO to debt above 30% when using its hydrocarbon
pricing assumptions.

In its ratios, S&P consider the company's hedges and the debt-like
elements inherent in its VPPs, asset retirement obligations, and
operating leases.  If, given the company's revised capital
spending plans, it appears that the near-term credit ratios will
fare worse than those cited above, S&P will likely affirm the 'BB'
corporate credit rating.


COMSTOCK HOMEBUILDING: Employs FTI Consulting as Strategic Advisor
------------------------------------------------------------------
Comstock Homebuilding Companies Inc. retained FTI Consulting Inc.
as advisor to the company with respect to strategic and financial
alternatives in the face of a prolonged real estate downturn.

FTI has been engaged to work with the company and its lenders to
evaluate operational and financial strategies intended to enhance
long-term enterprise value.

The terms of the engagement letter that the company entered into
on June 24, 2008, with FTI provided, among other things, for Brad
Foster of FTI to serve as the company's interim chief
restructuring officer.

In his role as an officer of the company Mr. Foster will report
directly to our chief executive officer.  The Engagement Letter
also provides for the services of other temporary employees and
advisors to support Mr. Foster in his role.

In connection with the exploration of available debt restructuring
alternatives, the company has elected to cease making certain
scheduled interest and principal curtailment payments while it
attempts to negotiate modifications or other satisfactory
resolutions from its lenders.

The subject indebtedness represents a significant number of the
company's projects.  The failure to make such interest and
principal curtailment payments constitutes breaches of the terms
of the loan agreements, some of which have reached maturity.  If
the breaches are not cured prior to the expiration of any
applicable grace periods and such matured loans are not extended,
then, under the terms of the loan agreements, the lenders may be
entitled to charge an increased, or default, rate of interest and
declare the principal amount to be immediately due and payable in
full.

The company anticipates that it may be forced to cease making
certain additional scheduled interest or principal curtailment
payments in the near future if meaningful concessions are not
derived in the on-going negotiations with its lenders.

The aggregate amount of the company's and its affiliates'
outstanding indebtedness at June 30, 2008, was approximately
$157 million, and it is anticipated that scheduled interest or
principal curtailment payments will be ceased with respect to up
to $94 million of this indebtedness where sufficient interest
reserves are not in place.

                   About Comstock Homebuilding

Based in Reston, Viginia, Comstock Homebuilding Companies Inc.
(NasdaqGM: CHCI) -- http://www.comstockhomebuilding.com--  
develops, builds and markets single-family homes, townhouses and
condominiums in the Washington D.C., Raleigh, North Carolina and
Atlanta, Georgia metropolitan markets.  The company also provides
certain management and administrative support services to certain
related parties.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 3, 2008,
PricewaterhouseCoopers LLP raised substantial doubt about the
ability of Comstock Homebuilding Companies, 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 stated that
the company has experienced declining market conditions and has
significant debt maturing during 2008.


CRDENTIA CORP: Expands Credit Facility to $7MM, Revises Term Loans
------------------------------------------------------------------
Crdentia Corp. expanded its accounts receivable-based revolving
credit facility to $7.5 million from $5.2 million and revised and
expanded existing term loans, including a new $1.5 million debt
investment in the company.

Separately, the company also completed a private placement equity
offering for aggregate proceeds of $1 million.  Proceeds will be
used for general working capital purposes.

Crdentia signed agreements with Capital TempFunds, a division of
Capital Business LLC, to have them take over from ComVest Capital,
LLC, a majority of Crdentia's existing accounts receivable-based
revolving credit facility and to increase the facility to
$7.5 million from $5.2 million.

In addition, the term debt in place from ComVest, two tranches of
three-year term debt of $2.5 million each, was revised as:

   (i) the principal payments on Tranche A Note were delayed and
       amortization will commence in September 2009;

  (ii) $1.5 million was added to the principal amount of Tranche B
       to increase the balance to $4 million and Tranche B is now
       convertible at the option of ComVest upon certain
       triggering events at the same price of the equity
       financing.

In addition, the original warrant to ComVest to purchase 8,000,000
shares has been redeemed in exchange for a Trance C Note in the
amount of $2.4 million thereby retiring this warrant.

The expanded revolving credit facility bears interest at the
greater of:

   a) the prime rate of interest quoted in the Wall Street
       Journal plus 2.0%; or

   b) 8.5%. The term loans bear interest at 12.5% annually. In
      addition to the above, Crdentia issued a Common Stock
      Purchase Warrant to ComVest to purchase up to 525,000 shares
      of Common Stock of Crdentia with an exercise price of
      $0.35 per share.

The private placement is comprised of 3,333,333 shares of common
stock at a price of $0.30 per share and warrants to purchase up to
1,666,667 shares of common stock, for aggregate proceeds of
$1,000,000.  The Warrants are immediately exercisable and have an
exercise price of $0.35 per share with a five-year term.

The shares have been issued in a private placement transaction
pursuant to Section 4(2) of the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

"As investors are likely well-aware, the credit market environment
is quite challenging, yet the strength of our business allowed
Crdentia to complete a favorable transaction for the company,     
John Kaiser, CEO of Crdentia said.  "As we move forward with our
previously announced plans to take Crdentia private, we are
pleased to have completed these important financing transactions
that improve the company's financial flexibility with the addition
of substantial working capital and ability to grow our revolver
borrowing base as the company grows."

"With this added liquidity, we will continue to work aggressively
to execute our strategic growth plans to establish Crdentia as a
leading full-service supplier of healthcare staffing throughout
the Sun Belt region."

                       About Crdentia Corp.

Headquatered in Dallas, Texas, Crdentia Corp. (OTCBB: CRDT)
-- http://www.crdentia.com/-- is a provider of healthcare
staffing services to 1,500 healthcare providers in 49 states.
Crdentia provides temporary healthcare staffing comprised of
travel and per diem nursing, locum tenens, and allied healthcare
staffing.

                       Going Concern Doubt

KBA Group LLP, in Dallas, expressed substantial doubt about
Crdentia Corp.'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 reported
that the company has incurred net losses totaling $15.547 million
and $16.072 million for the years ended Dec. 31, 2007 and 2006,
and has used cash flows from operating activities totaling
$5.759 million and $4.095 million for the years ended Dec. 31,
2007 and 2006.  Additionally, at Dec. 31, 2007, the company's
current liabilities exceeded their current assets by
$5.273 million.


AMERICAN COLOR: $1,300,000,000 Funding Ready for Vertis Merger
--------------------------------------------------------------
Vertis Communications disclosed that in accordance with its plan
to merge with American Color Graphics it has secured commitments
for:

   1. $380,000,000 in debtor-in-possession financing; and

   2. $650,000,000 in exit financing.

As reported in the Troubled Company Reporter on May 26, 2008,
Vertis Inc., dba Vertis Communications, and American Color
disclosed merger and comprehensive restructuring plans that will
strengthen their finances, expand their North American footprint,
and improve the products and services offered to their customers.

The companies and the consenting noteholders have entered into
restructuring agreements pursuant to which the companies and
consenting noteholders have agreed to consummate the restructuring
through prepackaged Chapter 11 plans of reorganization for each
company in order to more efficiently exchange the notes.  

Importantly, the restructuring agreements and terms of the
prepackaged plans call for all trade creditors, suppliers,
customers and employees to receive all amounts owed to them in the
ordinary course of business.

The companies will launch a formal solicitation of consent for
their prepackaged Chapter 11 plans of reorganization from holders
of both Vertis Notes and ACG Notes within approximately 20 days.  
Consents will be due approximately 30 days after the companies
launch the solicitation.

Upon receiving the consents, the companies would commence
prepackaged Chapter 11 proceedings in order to implement their
plans and consummate the merger.  The proceedings are expected to
conclude in late summer.

On July 8, Vertis executed:

   -- a $380,000,000 DIP financing facility commitment letter with
      GE Commercial Finance;

   -- a $250,000,000 Senior Secured Revolving Credit exit facility
      commitment letter with GE; and

   -- a $400,000,000 exit facility commitment letter with Morgan
      Stanley Senior Funding Inc., as lead arranger.

"These lending commitments from two top institutions reflect the
continuing progress with our financial restructuring plan and
merger with American Color Graphics," Mike DuBose, chairman and
CEO of Vertis, said.  "The financing will provide appropriate
liquidity during our restructuring and then fund the newly merged
company. Not only will we strengthen our role as a marketing and
business partner, but we will provide even more opportunities to
our valued clients, suppliers and employees."
   
                        About Vertis Inc.

Headquartered in Baltimore, Vertis Inc. dba Vertis Communications
-- http://www.vertisinc.com/-- is a provider of print advertising    
and direct marketing solutions to America's retail and consumer
services companies.  

Vertis' consolidated balance sheets show total assets of
$499,562,000 and total debts of $1,415,569,000 resulting in a
$916,007,000 stockholders' deficit.

                       Going Concern Doubt

Deloitte & Touche LLP, in Baltimore, Maryland, expressed
substantial doubt about Vertis 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 said that the company has incurred recurring net
losses and is experiencing difficulty in generating sufficient
cash flow to meet its obligations and sustain its operations.

                   About American Color Graphics

American Color Graphics Inc. -- http://www.americancolor.com/--   
is a full service premedia and print companies, with eight print
locations across the continent, a TMC facility, six regional
premedia centers, photography studios nationwide and a customer
managed service sites.  Expert in a full range of products such as
retail, newspapers, direct mail, catalog, publication, packaging,
book, comic, and commercial products, ACG has been an innovative
industry leader for over 80 years.  The company provides solutions
and services as asset management, photography, and digital
workflow solutions that improve the effectiveness of advertising
and drive revenues for their customers.

At Dec. 31, 2007, American Color's consolidated balance sheets
reveal total assets of $224,080,000 and total debts of
$493,973,000 resulting in a $269,893,000 stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on June 26, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on American Color Graphics Inc. to 'D' from 'SD', after the
company's failure to make an interest payment due June 15, 2008,
on its $280 million 10% senior secured second-priority notes due
in 2010.


DOMINO'S PIZZA: Glenhill Advisors et al. Disclose 5.3% of Equity
----------------------------------------------------------------
Glenhill Advisors LLC, managing member Glenn J. Krevlin, and
Glenhill Capital Management LLC declare 3,100,000 shares in
Domino's Pizza Inc., representing 5.3% of the company's 58,276,295
outstanding shares.

Headquartered in Ann Arbor, Michigan, Domino's Pizza Inc.
(NYSE: DPZ) -- http://www.dominos.com/-- through its primarily     
franchised system, operates a network of 8,190 franchised and
company-owned stores in the U.S. and more than 50 countries.  
Founded in 1960, the company has more than 500 stores in Mexico.  
The Domino's Pizza(R) brand, named a Megabrand by Advertising Age
magazine, had global retail sales of nearly $5 billion in 2005,
comprised of $3.3 billion domestically and $1.7 billion
internationally.

At March 23, 2008, the company's balance sheet showed a
stockholders' deficit of $1,450,551, compared to a deficit of
$1,450,139 at Dec. 30, 2007.


ENERGYSOLUTIONS: Moody's Assigns Ba2 Rating on Sr. Credit Facility
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the existing
first lien senior secured credit facility of EnergySolutions, LLC.  
The corporate family rating and the probability of default rating
have each been assigned at Ba3.

Moody's also assigned a Speculative Grade Liquidity Rating of
SGL-2.  The rating outlook is stable.  This is the first time
Moody's has assigned ratings to EnergySolutions.  The Loss Given
Default Assessment of the credit facility is 38-LGD3.

"The Ba3 CFR reflects Moody's belief that EnergySolutions'
formidable market position in its nuclear waste services markets
and the recurring revenue nature of the contracted customer base
should sustain funds from operations at levels that comfortably
cover its debt service obligations beyond the intermediate term."
Jonathan Root, Moody's analyst, said.

Since 2005, EnergySolutions has transitioned from a mostly
disposal-based company that was subject to significant demand
volatility, to a diversified service provider with the benefits of
reduced demand volatility and much greater scale in exchange for
lower operating margins.  Good liquidity and the belief that the
company's nuclear waste services are only modestly exposed to
cyclical downturns in the U.S. economy further support the Ba3
CFR.

The relatively low margin nature of the company's management fee-
based service model and the potential of fluctuating demand for
the company's higher margin disposal services constrain the rating
as does the potential of higher debt from ongoing acquisitive
growth.

The stable outlook reflects the expectation of continuing positive
free cash flow generation over the intermediate term that will be
applied to de-levering the capital structure.  The stable outlook
also reflects the meaningful cushions with financial covenants
that Moody's expects EnergySolutions to maintain.  

The outlook could be changed to positive if EnergySolutions
sustains Debt to EBITDA below 2.5 times or EBIT to Interest above
3.5 times.  The outlook could be changed to negative or the
ratings directly downgraded if EBIT to interest approached 2.0
times or if EnergySolutions sustains negative free cash flow.

Additional debt-funded acquisitions that interrupted the company's
de-levering plans or reduced cushions with required financial
covenants could also weigh on the stable outlook.  Although not
anticipated at this time, the loss of a majority of the sites
covered by the existing U.K. reactor management contracts could
also lead to a downgrade of the ratings.

Assignments:

Issuer: EnergySolutions, LLC

  -- Corporate Family Rating, Assigned Ba3
  -- Probability of Default Rating, Assigned Ba3
  -- Speculative Grade Liquidity Rating, Assigned SGL-2
  -- Senior Secured Bank Credit Facility, Assigned Ba2, 38 - LGD3
  -- Outlook of Stable

Issuer: Duratek, Inc.

  -- Senior Secured Bank Credit Facility, Assigned Ba2, 38-LGD3

Headquartered in Salt Lake City, Utah, EnergySolutions offers
customers integrated services and solutions including nuclear
operations, characterization, decommissioning, decontamination,
site closure, transportation, nuclear materials management,
processing, recycling, and disposition of nuclear waste, and
research and engineering services across the nuclear fuel cycle.


ENTERPRISE GP: Fitch Holds 'BB-' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed the ratings of Enterprise GP Holdings
L.P. as:

  -- Issuer Default Rating 'BB-';
  -- Senior secured revolving credit facility 'BB';
  -- Senior secured term loans 'BB'.

The Rating Outlook is Stable.

EPE is a publicly traded partnership holding company with limited
partnership and general partnership interests in Enterprise
Products Partners L.P. (NYSE: EPD) whose operating company is
Enterprise Products Operating LLC (EPO, IDR 'BBB-', Stable
Outlook), TEPPCO Partners, L.P. (NYSE: TPP, IDR 'BBB-', Stable
Outlook) and Energy Transfer Equity, L.P. (NYSE: ETE, IDR 'BB-',
Stable Outlook).  ETE owns the GP and a significant percentage of
the LP units of Energy Transfer Partners, L.P. (NYSE: ETP, IDR
'BBB-', Stable Outlook).  EPD, TPP and ETP are three of the
largest publicly traded master limited partnerships, each with a
significant presence in the midstream energy sector.  Dan Duncan
is the Chairman and controlling shareholder of EPCO Holdings,
which owns EPE's general partner and 77% of its limited partner
units as well as direct limited partner investments in both EPD
and TPP.

The ratings and Outlook affirmations are based on diverse and
growing cash flows from the underlying asset base, the benefits of
receiving both LP and GP distributions, management's track record
of supporting the credit quality of the entities throughout the
EPCO corporate structure and the continued strength of North
American energy fundamentals.  Additionally, Fitch views the
refinancing of approximately $1 billion of short-term debt in
August 2007, which extended debt maturities to 2012-2014, and the
growth rate of cash distributions received by EPE, as significant
positives for the credit.  Based on current annualized estimates,
the distribution stream has grown by over 22% since 2007 and at an
average annual rate of 17% since 2006.

The debt at EPE is serviced by cash flows from three sizable,
diverse midstream MLPs, including the largest and third largest
based on market capitalization.  Through these interests, EPE is
exposed to every phase of the midstream energy business as well as
a sizable propane distribution portfolio.  The MLP ratings reflect
the strength of each partnership's balance sheet as well as the
size, quality and market position of the respective asset bases.

Of additional benefit, EPE ultimately receives both LP and GP
distributions from the three MLPs.  The GP interests also include
incentive distribution rights which provide a higher share of
distributions than LP units as distribution levels increase.  The
GP distributions can be substantial but also exhibit higher
volatility than the LP units and are, thus, more exposed to the
impact of a downturn in market conditions.  As such, an across the
board distribution cut would disproportionately reduce GP
incentive distributions, making the cash flows derived from LP
units the least risky.

Management has a strong record of supporting the credit quality of
each of the partnerships by maintaining modest leverage at the MLP
level, reducing the GP incentive split to a maximum of 25% for
both EPD and TPP (versus 50% at most other MLPs, including ETP)
and the historic use of equity to fund growth including 56% of
EPD's capital spending and acquisitions since 1999.

The ratings also recognize favorable North American supply and
demand energy fundamentals that have supported the cash flows at
each of the MLPs and encouraged significant oil and natural gas
infrastructure development.  While cash flows related to natural
gas liquids processing depend on the relationship between crude
oil and natural gas prices, the credits benefit from the
diversification of the underlying assets which include significant
fee-based transportation and storage assets.  Additionally, EPD
partially mitigates NGL processing margin volatility through an
active hedging program designed to lock-in keep-whole and
percentage of proceeds contract margins over a 12 to 18 month
period.

Credit concerns include the lack of operating assets at EPE, the
structurally subordinated nature of its debt to the debt at the
MLPs, the leverage at EPCO and refinancing risk associated with
the 2012 and 2014 debt maturities.  EPE's ability to refinance
debt in the future could be impaired by deteriorating capital
markets conditions.

The 'BB' ratings for the senior secured debt highlight the benefit
from collateral protection provided by EPE's equity interests in
its underlying MLPs.  Based on Fitch's calculations of the value
to loan ratio, at current market prices creditors would have
recovery valuations in excess of 500%.  Moreover, under reasonable
stress case scenarios Fitch found that above average recoveries
for creditors were likely.  The one notch separation between the
IDR and senior secured ratings reflects the collateral protection
while acknowledging that equity interests do not provide the same
level of collateral protection as do physical operating assets due
to fluctuations in MLP equity values, especially in rising
interest rate environments.

In calculating its credit metrics for MLP holding companies, Fitch
defines EBITDA as cash distributions from affiliates less
operating expenses.  Fitch estimates Debt/EBITDA to improve to 3.4
times in 2008 from 4.7x in 2007.  Additionally, EBITDA interest
coverage is expected to improve to 4.3x from 3.1x, respectively.  
Despite the improvement in credit ratios, positive rating actions
are limited by the high amount of leverage at EPE and its parent
EPCO, the inherent risks with the holding company structure and
the potential volatility of cash distributions from MLPs with
large capital programs.

Fitch expects a gradual delevering at EPCO but believes the EPE
debt will remain a permanent part of its capital structure.  
Should debt reduction and/or cash flow growth result in
Debt/EBITDA ratios of 2.0x to 3.0 times, Fitch would consider
upgrading EPE's IDR to 'BB'; a narrowing of the notching with the
underlying MLP ratings.  Beyond a two notch separation, any
further improvement in EPE's ratings would only be the result of
positive rating actions at the underlying MLPs.


ENTERPRISE PRODUCTS: Fitch Holds 'BB+' Subordinated Notes Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Enterprise Products
Operating LLC as:

  -- Issuer Default Rating 'BBB-';
  -- Senior unsecured notes 'BBB-';
  -- Junior subordinated notes 'BB+'.

This action relates to approximately $7.3 billion of debt
outstanding at EPO.  The Rating Outlook is Stable.

EPO is the operating limited partnership of Enterprise Products
Partners LP (NYSE:EPD).  EPD is a leading publicly traded master
limited partnership engaged in pipeline and midstream services for
the producers and consumers of natural gas liquids, natural gas,
crude oil and petrochemicals. Enterprise GP Holdings L.P.
(NYSE:EPE, IDR 'BB-', Stable Outlook) is the publicly traded owner
of EPD's general partner and approximately 3.0% of its limited
partner interests.  Dan Duncan is the Chairman and controlling
shareholder of EPCO Holdings, which owns EPE's general partner and
77% of its limited partner units as well as direct limited partner
investments in both EPD and TPP.

The decision to affirm ratings and maintain a Stable Outlook is
based on the quality and diversity of the underlying asset base
and resulting cash flow performance, the impact of recently
completed projects, EPO's attempts to partially mitigate commodity
price risk, and a supportive sponsor.

EPO's asset base permeates most major domestic gas producing
basins and is complemented by off-shore activities, significant
gathering and processing operations and large scale transportation
assets.  EPO is exposed to nearly every phase of the midstream
energy business and has focused expansion plans in high growth
production areas including the Piceance Basin, Greater Green River
Basin, Barnett Shale and the Gulf of Mexico.  Furthermore, EPO has
significantly altered the gas processing dynamics in the Rockies
through a $2.9 billion capital expansion in that region.  The
Meeker cryogenic processing facility, the focal point for EPO's
Rockies' activities, is located near a major hub for gas
production and the origination point for several existing and
proposed pipelines including Rockies Express (IDR 'BBB', Stable
Outlook).

EPO is nearing the end of its previously announced capital
program.  With the completion of key projects, namely Independence
Hub and Trail and the Meeker and Pioneer processing complexes,
Fitch expects 2008 funds from operations to grow by approximately
40% versus 2007.  These projects account for approximately
$500 million of the increase with the potential of greater cash
flow improvement from robust processing margins.

NGL processing margins are supported by a mix of fee-based,
percentage of proceeds and keepwhole contracts.  While the
contract mix will vary depending on the commodity environment,
approximately 25% are riskier keepwhole contracts which are
exposed to the changes and volatility in commodity prices.  NGL
prices and margins fluctuate based on the ratio of crude to
natural gas prices.  Currently, EPO's cash flows benefit from
historically robust processing margins.  While there is no
guarantee that the markets will sustain high processing margins
over the long-term, Fitch believes this risk is partially
mitigated in two ways.  First, the company balances risk in its
processing business with fee based revenues primarily from
pipelines and storage assets which are a growing part of the
overall business mix.

Additionally, EPO manages an active hedging program to lock-in
processing margins.  It is worthwhile to note that EPO hedges its
NGL margins directly using liquid markets that extend
approximately 12 to 18 months in the future.  The company does not
use crude oil future as indirect hedges, which thereby limits the
risk of an ineffective hedging strategy.  While EPO is subject to
volumetric risk, Fitch considers the risk to be modest given the
underlying global demand for NGLs.

Risks inherent with the MLP structure include the need for capital
markets access to fund capital growth due to the obligation to
distribute excess cash flow to unit holders and the risk from
aggressive growth strategies to fund distribution increases.  
EPO's management and sponsor (namely Dan Duncan) have demonstrated
an ability to manage these risks through financial discipline and
sound operational strategies.  The company's ownership structure
is complicated but it ultimately leads to Dan Duncan who has
significant influence over EPCO managed operations including EPO.  
Past experiences provide some comfort that the business will
continue to operate under relatively conservative and sound
principals.  

Historical actions include the reduction of the maximum general
partner incentive distribution rights to 25% from 50%, the
retention of a significant percentage of distributable cash flow
to help fund growth and the partial mitigation of capital markets
risk by providing access to equity at various points throughout
the organizational structure including EPD, EPE and Duncan Energy
Partners (NYSE: DEP).  DEP was formed in 2007 and is controlled by
EPD through its ownership of the general partner and of nearly 26%
of the limited partner units.  EPD's financial reporting
consolidates DEP but DEP's debt is non-recourse to EPO.

Credit positives are partially offset by concerns regarding
continued high levels of capital spending in a rising cost
environment.  Prolonged labor shortages and high material costs
for organic growth projects may pressure capital spending
especially among the more complicated projects including the
Meeker expansion.  Additionally, the growing complexity for some
EPO's large-scale projects highlights its execution risk as
demonstrated by recent unscheduled delays and stoppages at
Independence Hub, Meeker and Pioneer.  Despite the completion of
several large projects, the company targets spending of
approximately $1.0 billion-$1.5 billion for growth capital per
year.  However, it has been typical for growing MLPs to exceed
spending targets as new projects become available.

EPO recently announced its intent to act as a lead shipper on
TransCanada's proposed Pathfinder Pipeline through a joint venture
with Quicksilver Gas Services LP.  Additionally, the joint venture
has the option to purchase up to a 50% interest in Pathfinder
which translates into a 40% interest for EPO.  Fitch will assess
the impact of EPO's potential participation in the
construction/ownership of the Pathfinder Pipeline with TransCanada
Corp. and Quicksilver Gas Services LP when more information
becomes available.

In calculating its credit metrics, Fitch adjusts EBITDA to exclude
equity earnings and include cash distributions from affiliates and
adjusts debt to account for the 75% equity treatment assigned to
EPO's $1.25 billion junior subordinated notes.  Fitch estimates
2008 Debt/EBITDA of 3.6 times versus 4.0x in 2007.  Additionally,
EBITDA interest coverage is expected to improve to 5.0x in 2008
from 4.7x in 2007.  Further improvement is expected in 2009 as
cash flows are projected to increase substantially over the next
two years.  Growth in EPO's diverse cash flows and the resulting
improvement in ratios could result in future positive rating
actions.  In its rating deliberations, Fitch will assess the
impact of cash flow growth versus the nature, funding and timing
of future capital projects.


ENVIROSOLUTIONS HOLDINGS: S&P Holds Ratings and Removes Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on EnviroSolutions Holdings Inc. and removed the
rating from CreditWatch with negative implications, where it
was placed on March 4, 2008.  The outlook is stable.
     
At the same time, the issue-level rating on EnviroSolutions Real
Property Holdings Inc.'s $210 million senior secured credit
facilities was affirmed at 'B-', and removed from CreditWatch with
negative implications.  EnviroSolutions Real Property Holdings is
a wholly owned subsidiary of EnviroSolutions.  As of May 31, 2008,
the Manassas, Virginia-based company had about $280 million of
total adjusted debt outstanding.
     
"The rating action incorporates the completion of the company's
financing related to its investments in landfill and transfer
stations, including a $38.5 million contingent payment that was
due to the former owners of its Big Run Landfill, located in
Ashland, Kentucky," said Standard & Poor's credit analyst Liley
Mehta.
     
The financing plan included $30 million in 20% perpetual payable
in kind preferred stock by the financial sponsor, Investcorp.,
$20.5 million second-lien notes issued to the former owners of the
Big Run landfill, and $5 million in capital leases.  The company
had been operating under a waiver and also obtained an amendment
to its credit agreement, which loosened financial covenants but
reduced the size of its revolving credit facility to $25 million
from $40 million, and significantly increased the company's annual
interest costs.  

Moreover, EnviroSolutions' near-term operating results and cash
generation remain under pressure as a result of the company's
exposure to construction and demolition waste volumes, which could
remain weak in the event of a protracted economic downturn.  Given
the significant interest burden and ongoing capital spending
requirements, S&P expect the company to remain free cash flow
negative during the next few years, necessitating usage of its
cash balance and borrowings under its revolving credit facility.
     
The rating on solid waste management company EnviroSolutions
reflect the company's narrow scope of activities, negative free
cash flow to fund the development and expansion of acquired
landfills, and a highly leveraged financial profile.  Favorable
overall industry characteristics, the company's decent competitive
positions in two densely populated regional markets, and a
manageable debt maturity schedule only partially offset these
factors.


EW SCRIPPS: S&P Cuts, Withdraws Rating at Company's Request
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Cincinnati, Ohio-based E.W. Scripps Co. to 'BB+'
from 'A' and removed the rating from CreditWatch, where it was
placed with negative implications on Oct. 16, 2007.  The rating
outlook is stable.  Subsequently, S&P withdrew the rating at the
company's request.
     
At the same time, S&P withdrew all outstanding ratings on the
company's debt, including the 'A-1' commercial paper rating,
reflecting the company's redemption of all outstanding commercial
paper upon the separation of Scripps Networks Interactive Inc.
     
The downgrade of the long-term rating (prior to its withdrawal)
was based on the company's weakened business profile and narrower
diversification following the separation of its cable network and
interactive media segments into Scripps Networks Interactive Inc.
on July 1, 2008.  The remaining E.W. Scripps entity consists of
the company's newspaper, broadcast TV, and licensing segments.
     
The 'BB+' rating (prior to its withdrawal) reflected the company's
less diversified business mix, which is now more reliant on the
declining newspaper business and on a relatively small broadcast
TV business that is less profitable than its peers.  In addition,
the company plans to direct a large proportion of free cash flow
to shareholder dividends, which could leave minimal discretionary
cash flow, especially in non-election years, when the broadcast TV
business does not benefit from political ad revenues.  
Management's track record of maintaining a conservative financial
policy and low leverage partly offsets these factors.


FANNIE MAE: Adequately Capitalized, OFHEO Director Says
-------------------------------------------------------
James B. Lockhart, director of the Office of Federal Housing
Enterprise Oversight, said OFHEO has been monitoring and continues
to monitor closely Fannie Mae, Freddie Mac and the mortgage and
financial markets.

Mr. Lockhart said Fannie Mae and Freddie Mac are adequately
capitalized, holding capital well in excess of the OFHEO-directed
requirement, which exceeds the statutory minimums.

"[Fannie Mae and Freddie Mac] have large liquidity portfolios,
access to the debt market and over $1.5 trillion in unpledged
assets," Mr. Lockhart said.

Bloomberg News' Dawn Kopecki reports that Fannie Mae and Freddie
Mac own or guarantee about half the $12,000,000,000,000 in U.S.
home loans outstanding. Ms. Kopecki, citing Bloomberg data, says
Fannie Mae also has $831,000,000,000 in company bonds outstanding,
while Freddie Mac has $644,000,000,000.

According to Ms. Kopecki, Joshua Rosner, an analyst at Graham
Fisher & Co., has said the U.S. government would not support
Fannie Mae and Freddie Mac until they have exhausted all options
to raise capital, including acceptance of significant shareholder
dilution.  Mr. Rosner, according to Ms. Kopecki, cited
conversations with policy makers.

Mr. Rosner told Bloomberg in an interview that "if the government
did have to get involved, I would expect equity holders would lose
everything."

Ms. Kopecki reports that Fannie Mae and Freddie Mac stocks tumbled
to the lowest in 17 years in New York trading after:

   -- former St. Louis Federal Reserve President William Poole
      said both may need a government bailout; and

   -- UBS AG analysts cut their price target for Freddie Mac
stock.

According to Bloomberg, Mr. Poole said:

   1. Freddie Mac owed $5,200,000,000 more than its assets were
      worth in the first quarter, and was insolvent based on fair
      value accounting measures; and

   2. the fair value of Fannie Mae assets fell 66% to
      $12,200,000,000 and may be negative next quarter.

Mr. Poole also added that the companies don't have enough capital
to weather the housing slump, Bloomberg says.

The UB analyst, Bloomberg relates, said Freddie Mac's declines
creates challenges for the company's plan to raise $5,500,000,000.

Shares of Fannie Mae and Freddie Mac plunged for the third time in
four days on Thursday, according to MarketWatch's Robert Schroeder
and Greg Robb.  Messrs. Schroeder and Robb report that Fannie Mae
slid 13% to $13.36 on Thursday while Freddie Mac shares dropped
22% to $8.  Over the past year, Fannie Mae is down about 80% while
Freddie Mac is down about 87%.

"As one would expect, we are carefully watching the Enterprises'
credit and capital positions," according to Mr. Lockhart in a
statement.

Mr. Lockhart also relates that "[a]t the time of our March 2008
capital agreement with the Enterprises I said: 'OFHEO will remain
vigilant in supervising the safe and sound operations of these
companies, and will act quickly to address any deficiencies that
may arise.  Furthermore, we recognize the need to ensure that
their capital levels are strong, protecting them from unforeseen
risks as the market recovers.'"

Bloomberg says Senator John McCain, the presumptive Republican
presidential nominee, said the government can't allow Fannie Mae
and Freddie Mac to fail.  Sen. McCain said the companies are
"vital to Americans' ability to own their own homes."

Christopher Dodd, U.S. Senate Banking Committee Chairman and a
Connecticut Democrat, according to Bloomberg, said Fannie Mae and
Freddie Mac won't go under.  New York Democrat Senator Charles
Schumer, Bloomberg adds, said a collapse is highly unlikely
"because the federal lifeline has always been there."

According to Mr. Lockhart, "[i]ncluding the $7.4 billion Fannie
Mae raised in May in accordance with our March agreement, the
Enterprises have raised over $20 billion in capital.  They are
using it to continue to grow and to play a critical role in the
mortgage markets, which we expect them to continue to do.  To
support their mission, Freddie Mac is committed to raising an
additional $5.5 billion, which they will do given appropriate
market conditions.  At a very difficult time in the market, the
Enterprises have the flexibility and sound operations needed to
support their mission."

                        About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.  
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.  
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

                         About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.


FORD MOTOR: China Sales Grow 21% in First Half of 2008
------------------------------------------------------
Ford Motor China posted sales of 172,411 units for the first-half
of 2008, a 21% increase over the same period last year.  First-
half sales of Ford brand passenger cars and commercial vehicles
reached 103,698 units, a 15% year-over-year increase.

"Despite challenging events that had significant impact in China
and on the economy as a whole this year, we were still able to
achieve healthy growth through the first six months," Robert
Graziano, president and CEO of Ford Motor China, said.  "In
addition to our strong sales, we continued to improve the quality
of our products, broaden our brand-building efforts, and expand
our aftersales and service network in China."

Ford Motor's passenger car joint-venture, Changan Ford Mazda
Automobile delivered first-half sales of 116,903 units, a 25%
year-over-year increase.  According to data released recently by
China Passenger Car Association, CFMA kept its Top 10
manufacturers ranking in each of the first five months this year.

Jiangling Motors Corporation, Ford Motor's commercial vehicle
investment in China, delivered 52,000 units sales for the first
half, a 14% growth over last year.  This included a 17% year-over-
year increase in sales of the popular Ford Transit.

The Ford brand line-up produced by CFMA includes Ford Focus, new
Ford Mondeo and Ford S-MAX.  The Ford Mondeo safety upgrade
version, Ford S-MAX 7-seat safety upgrade version and Ford S-MAX
5-seat version were introduced to the market during the second
quarter.  Ford also continued to expand its sales and service
network across China, and now has more than 300 customer support
locations covering the entire country.

"Ford will launch our new global small car in China, the new Ford
Fiesta, in the second half of this year," Mr. Graziano said.  "As
gasoline prices continue to reach record levels in China,
consumers have put more emphasis on fuel efficiency in their
vehicle purchase decisions. The new Ford Fiesta is the right
product coming to the market at the right time."

"With the launch of the new Ford Fiesta, our product offering in
China will cover a full range of vehicles from small cars to MPVs
to light buses, placing us in an even better position to satisfy
Chinese customer needs," Mr. Graziano added.

The overall sales volume of 172,133 includes Ford and Volvo
brands, plus the locally-produced Mazda 2 and Mazda 3.

The sale of Jaguar and Land Rover was completed on June 2, 2008.  
This report does not include sales data for these two brands.

                  About Ford Motor in China

Ford Motor Company, a global automotive industry leader based in
Dearborn, Mich., manufactures or distributes automobiles in 200
markets across six continents.  With about 245,000 employees and
about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Lincoln, Mercury, Volvo and Mazda.
The company provides financial services through Ford Motor Credit
Company.

Ford Motor Company has operations in Japan in the Asia Pacific
region, through Ford Japan Limited.

Ford's wholly owned subsidiaries, joint ventures and investment  
in China include Ford Motor (China) Limited, Ford Motor Research &
Engineering (Nanjing) Co., Ltd., Ford Automotive Finance (China)
Ltd., Changan Ford Mazda Automobile Co., Ltd., Changan Ford Mazda
Automobile Co., Ltd. Nanjing Company, Changan Ford Mazda Engine
Co., Ltd., and Jiangling Motors Co., Ltd.

On the Net: http://www.ford.com.cn

                         *     *     *

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

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

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

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


FREDDIE MAC: Adequately Capitalized, OFHEO Director Says
--------------------------------------------------------
James B. Lockhart, director of the Office of Federal Housing
Enterprise Oversight, said OFHEO has been monitoring and continues
to monitor closely Fannie Mae, Freddie Mac and the mortgage and
financial markets.

Mr. Lockhart said Fannie Mae and Freddie Mac are adequately
capitalized, holding capital well in excess of the OFHEO-directed
requirement, which exceeds the statutory minimums.

"[Fannie Mae and Freddie Mac] have large liquidity portfolios,
access to the debt market and over $1.5 trillion in unpledged
assets," Mr. Lockhart said.

Bloomberg News' Dawn Kopecki reports that Fannie Mae and Freddie
Mac own or guarantee about half the $12,000,000,000,000 in U.S.
home loans outstanding. Ms. Kopecki, citing Bloomberg data, says
Fannie Mae also has $831,000,000,000 in company bonds outstanding,
while Freddie Mac has $644,000,000,000.

According to Ms. Kopecki, Joshua Rosner, an analyst at Graham
Fisher & Co., has said the U.S. government would not support
Fannie Mae and Freddie Mac until they have exhausted all options
to raise capital, including acceptance of significant shareholder
dilution.  Mr. Rosner, according to Ms. Kopecki, cited
conversations with policy makers.

Mr. Rosner told Bloomberg in an interview that "if the government
did have to get involved, I would expect equity holders would lose
everything."

Ms. Kopecki reports that Fannie Mae and Freddie Mac stocks tumbled
to the lowest in 17 years in New York trading after:

   -- former St. Louis Federal Reserve President William Poole
      said both may need a government bailout; and

   -- UBS AG analysts cut their price target for Freddie Mac
stock.

According to Bloomberg, Mr. Poole said:

   1. Freddie Mac owed $5,200,000,000 more than its assets were
      worth in the first quarter, and was insolvent based on fair
      value accounting measures; and

   2. the fair value of Fannie Mae assets fell 66% to
      $12,200,000,000 and may be negative next quarter.

Mr. Poole also added that the companies don't have enough capital
to weather the housing slump, Bloomberg says.

The UB analyst, Bloomberg relates, said Freddie Mac's declines
creates challenges for the company's plan to raise $5,500,000,000.

Shares of Fannie Mae and Freddie Mac plunged for the third time in
four days on Thursday, according to MarketWatch's Robert Schroeder
and Greg Robb.  Messrs. Schroeder and Robb report that Fannie Mae
slid 13% to $13.36 on Thursday while Freddie Mac shares dropped
22% to $8.  Over the past year, Fannie Mae is down about 80% while
Freddie Mac is down about 87%.

"As one would expect, we are carefully watching the Enterprises'
credit and capital positions," according to Mr. Lockhart in a
statement.

Mr. Lockhart also relates that "[a]t the time of our March 2008
capital agreement with the Enterprises I said: 'OFHEO will remain
vigilant in supervising the safe and sound operations of these
companies, and will act quickly to address any deficiencies that
may arise.  Furthermore, we recognize the need to ensure that
their capital levels are strong, protecting them from unforeseen
risks as the market recovers.'"

Bloomberg says Senator John McCain, the presumptive Republican
presidential nominee, said the government can't allow Fannie Mae
and Freddie Mac to fail.  Sen. McCain said the companies are
"vital to Americans' ability to own their own homes."

Christopher Dodd, U.S. Senate Banking Committee Chairman and a
Connecticut Democrat, according to Bloomberg, said Fannie Mae and
Freddie Mac won't go under.  New York Democrat Senator Charles
Schumer, Bloomberg adds, said a collapse is highly unlikely
"because the federal lifeline has always been there."

According to Mr. Lockhart, "[i]ncluding the $7.4 billion Fannie
Mae raised in May in accordance with our March agreement, the
Enterprises have raised over $20 billion in capital.  They are
using it to continue to grow and to play a critical role in the
mortgage markets, which we expect them to continue to do.  To
support their mission, Freddie Mac is committed to raising an
additional $5.5 billion, which they will do given appropriate
market conditions.  At a very difficult time in the market, the
Enterprises have the flexibility and sound operations needed to
support their mission."

                         About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.

                        About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.  
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.  
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.


G SQUARE: Moody's Junks Ratings on Two Classes of Senior Notes
--------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the rating on this note issued by G
Square Finance 2006-1 Ltd.

Class Description: $1,339,750,000 Class A-1 Senior Secured
Floating Rate Notes Due 2051

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

Additionally, Moody's downgraded these notes:

Class Description: $55,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2051

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

Class Description: $28,250,000 Class B Senior Secured Floating
Rate Notes Due 2051

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

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


GARY R. MONTEER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Gary R. Monteer
         aka
         Gary Robert Monteer, Jr.
         Christine L. Monteer
         aka
         Chris Monteer
         315 S. Aspen Drive
         Mapleton, UT 84664

Bankruptcy Case No.: 08-24380

Chapter 11 Petition Date: July 8, 2008

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtors' Counsel: Anna W. Drake, Esq.
                  Email: annadrake@att.net
                  175 S. Main Street, Ste. 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955

Estimated Assets: $50 million to $100 million

Estimated Debts:    $1 million to $10 million

Debtors' 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Fritzi Realty and Bob Tandler  Personal guarantee    $467,680
3490 California St., Ste. 209  of debt incurred by
San Francisco, CA 94118        Lynx & Companies, LLC

Barnes Banking Company         Personal guarantee    $407,676
P.O. Box 207                   of debt incurred by
Kaysville, UT 84037            Lynx & Companies, LLC

BBSB Properties, LC            Promissory note       $400,000

Far West Loan                  Personal guarantee    $376,000
                               of debt incurred by
                               Lynx & Companies, LLC

GE Capital                     Personal guarantee    $289,366
P.O. Box 31001-0275            of debt incurred by
Pasadena, CA 91110-0275        Lynx & Companies, LLC

Western Community Bank         Personal guarantee    $262,351
475 S. State Road              of debt incurred by
Pleasant Grove, UT 84062-3640  Lynx & Companies, LLC

Employer Solutions Group       Potential liability   $225,733
                               for debt incurred by
                               Lynx & Companies, LLC

Highland Residential, LLC      Residential building  $600,000
                               at 215 S. Aspen Drive
                               Mapleton, UT 84664;
                               value of security:
                               $1,400,000; value
                               of senior lien:
                               $985,052

Wells Fargo Equipment Finance  Personal guarantee    $165,486
                               of debt incurred by
                               Lynx & Companies, LLC

Huntington National Park       Personal guarantee    $128,844
                               of debt incurred by
                               Lynx & Companies, LLC

BB&T Equipment Finance         Personal guarantee    $112,273
                               of debt incurred by
                               Lynx & Companies, LLC

Balboa Capital                 Personal guarantee    $96,955
                               of debt incurred by
                               Lynx & Companies, LLC

Plains Capital Leasing         Personal guarantee    $90,527
                               of debt incurred by
                               Lynx & Companies, LLC

Envision Capital Group         Potential liability   $88,599
                               for debt incurred by
                               Lynx & Companies, LLC

Engineered Component Solutions Potential liability   $88,342
                               for debt incurred by
                               Lynx & Companies, LLC

Vanguard Leasing               Personal guarantee    $63,854
                               of debt incurred by
                               Lynx & Companies, LLC

Irwin Commercial Finance       Personal guarantee    $60,058
                               of debt incurred by
                               Lynx & Companies, LLC

DeLage Landen                  Personal guarantee    $57,947
                               of debt incurred by
                               Lynx & Companies, LLC

Parsons, Behle & Latimer       Potential liability   $56,994
                               for debt incurred by
                               Lynx & Companies, LLC

Zions First National Bank      Potential liability   $56,348
                               for debt incurred by
                               Lynx & Companies, LLC


GENERAL MOTORS: Has No Thoughts of Bankruptcy, CEO Wagoner Says
---------------------------------------------------------------
General Motors Corp. Chief Executive Officer Rick Wagoner, in a
speech to the Dallas Chamber of Commerce, said the company has "no
thoughts whatsoever" of bankruptcy, Margot Habiby and Jeff Green
at Bloomberg News report.  Mr. Wagoner, the report relates, said
GM's cash will remain "robust" in 2008, and the company would be
able to secure additional funds as needed.

As reported by the Troubled Company Reporter on July 3, 2008,
Merrill Lynch analyst John Murphy said a bankruptcy filing for GM
is not impossible "if the market continues to deteriorate and
significant incremental capital is not raised."  Mr. Murphy, in a
research note, said GM will need to raise $15,000,000,000 in
capital to fund its operations for the next two years.  Mr.
Murphy, according to the reports, warned GM is burning through
cash faster than investors realize.

The next day, the TCR reported, JPMorgan analyst Himanshu Patel
said in a conference call that GM is not "in danger of an imminent
bankruptcy" and that bankruptcy fears have been overblown.  Mr.
Patel, however, said GM will need to raise about $10,000,000,000
to weather the downturn in U.S. auto sales, according to an
Associated Press report.

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

Bloomberg relates that Pete Hastings, a fixed-income analyst at
Morgan Keegan & Co., said GM will need capital late in 2009 or
early 2010, and "a lot can happen between now and then."  Mr.
Hastings, according to Bloomberg, said "With GM's liquidity, near-
term bankruptcy talk is overdone, so Wagoner is right to dismiss
it."

"When things like this happen, some of the critics call this the
end of the U.S. auto industry as we know it," Bloomberg quotes Mr.
Wagoner as saying.  "We're taking the tough but necessary actions
to keep GM competitive over the long, long term."

According to Bloomberg, GM Chief Financial Officer Ray Young said
on May 13 that the compay had $24,000,000,000 in cash and
marketable securities and access to about $7,000,000,000 in
undrawn U.S. loans on March 31.  Mr. Young said the amount is at
least $6,000,000,000 more than it expected would be needed during
a U.S. sales slide, Bloomberg continues.

Mr. Wagoner also confirmed that the Hummer is the only one of GM's
eight U.S. brands being studied for a possible sale or shutdown,
Bloomberg says.  According to Mr. Wagoner, the company doesn't
have any plans to eliminate more brands, Bloomberg adds.

                  About General Motors

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

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

                          *     *     *

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

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

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


GENERAL MOTORS: Wants Court to Declare Set-Off & Recoupment Claims
------------------------------------------------------------------
General Motors Corporation asks the United States Bankruptcy Court
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 an 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, serve 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)   

                     About General Motors

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

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

                          *     *     *

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

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

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


GREEKTOWN CASINO: Mich. Gaming Board Gives Final OK to $150MM Loan
------------------------------------------------------------------
The Michigan Gaming Control Board has given final approval to the
$150,000,000 debtor-in-possession financing for Greektown Casino
LLC and its debtor-affiliates to complete a permanent casino
construction and hotel expansion.

"We want to thank the Michigan Gaming Control Board for their
work to review and approve the financing we need to complete
construction of our permanent facility," said Greektown Casino
Management Board Chairman Tom Miller, who is also a member of the
Board of Directors of the Sault Ste. Marie Tribe of Chippewa
Indians, owners of the casino.  "The federal court's and MGCB's
expeditious approval of our final financing plan means we are
full speed ahead on the construction of our world-class permanent
casino and hotel resort."

Greektown Casino remains open for business as usual during the
Debtors' Chapter 11 reorganization.

Previously, both the U.S. Bankruptcy Court for the Eastern
District of Michigan and MGCB had granted interim approval for
$51,300,000,000 of the $150,000,000 in DIP financing to fund the
hotel and gaming floor expansion.  The latest approval will cover
costs for the remainder of the casino's 25,000 square foot gaming
floor expansion and 400-room hotel.

Greektown Casino's expanded gaming floor is scheduled to open in
late August 2008, and the hotel is scheduled to open in January
2009.  In November 2007, Greektown Casino opened its new attached
parking structure, marking the completion of Phase 1 construction
work on the new permanent Greektown Casino and hotel.  Phase 2 -  
construction of the casino's new 400-room hotel and expanded
gaming floor - is scheduled to be completed in phases in the
coming months.  The permanent casino and hotel will include a
multi-purpose theater, buffet, three restaurants, and 25,000
square feet of additional gaming space.  Total investment in the
permanent Greektown Casino project will be about $500 million.

Located in Detroit's Greektown Entertainment District, Greektown
Casino features more than 2,300 slot machines and more than 70
table games in 75,000 square feet of luxurious Mediterranean-
themed gaming space.  Additional slot machines and table games
will become operational when the gaming floor expansion is
completed.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring over 75,000 square feet of casino
gaming space with more than 2,400 slot machines, over 70 tables
games, a 12,500-square foot salon dedicated to high limit gaming
and the largest live poker room in the metropolitan Detroit gaming
market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan
D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC serves as the Debtors' claims, noticing, and
balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.  (Greektown Casino Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


HAVEN HEALTHCARE: Court Directs Takeover of Homes, Names Receiver
-----------------------------------------------------------------
The Hon. Albert S. Dabrowski of the U.S. Bankruptcy Court for the
District of Connecticut issued an order for a state takeover of
certain nursing home facilities owned by Haven Healthcare
Management LLC and its debtor-affiliates.  At the Debtors' behest,  
the Court appointed Phyllis A. Belmonte as receiver to manage four
remaining nursing homes, various reports say.  The receiver will
oversee the Debtors' operations until a sale can be closed,
reports relate.

The four nursing homes are located at Danielson, Windham, Norwich
and Waterford in Connecticut, the reports reveal.

The Debtors related that they ran out of options.  They requested
the appointment of a receiver to manage, maintain, and operate
their facilities.

Haven operates 27 nursing homes and assisted-living centers, most
under the Haven Health Center name.  A total of 15 centers are in
Connecticut; four in Rhode Island, in Coventry, Pawtucket, Warren
and the Greenville section of Smithfield; one in Chelsea, Mass.;
four in New Hampshire; and three in Vermont.

According to AP, the Court allowed the transfer of five nursing
homes that are located in Rhode Island, Vermont and New Hampshire
to Omega Healthcare Investments Inc.  CapitalSource Finance LLC
will manage three other nursing homes in Connecticut, and
Connecticut Health Facilities Inc. and Nationwide Health
Properties Inc. will manage one nursing home each, AP relates.

               About Omega HealthCare Investors Inc.

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

                     About Haven Healthcare

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

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

                            *    *    *

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


HAVEN HEALTHCARE: Allowed to Transfer South Windsor to CCSW
-----------------------------------------------------------
Haven Healthcare Management LLC and its debtor-affiliates obtained
approval from the U.S. Bankruptcy Court for the District of
Connecticut to enter into a transition agreement with the
Continuing Care of South Windsor Inc. and Connecticut Health
Facilities Inc.  Under the agreement, the Debtors' South Windsor
facility will be transfered to CCSW and CHFI.

The facility is leased from CCSW.  The Debtors said they do no
have the ability to continue operations.  The Debtors said that
their debtor-in-possession lenders refuse to fund the losses at
South Windsor any longer.  CCSW, lessor, has agreed to take
possession of the facility, the Debtors said.  According to the
Debtors, they have agreed to surrender possession of the facility,
including all related business records.  The Debtors have agreed
to sell their personal property at the facility to CCSW for a
nominal amount.

               About Omega HealthCare Investors Inc.

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

                     About Haven Healthcare

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

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

                            *    *    *

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


HAVEN HEALTHCARE: Credit Bid Sale to Secured Creditors Approved
---------------------------------------------------------------
The Hon. Albert S. Dabrowski of the U.S. Bankruptcy Court for the
District of Connecticut allowed Haven Healthcare Management LLC
and its debtor-affiliates to sell their facilities to secured
creditors on a credit basis.

The Debtors have related that they neither have the ability nor
the funding to continue the operations of their facilities.  As of
June 27, 2008, the Debtors disclosed that they are in default
under a debtor-in-possession facility.

          Sale of Nursing Homes for $93 Mil. Credit Bid

The Troubled Company Reporter stated on July 4, 2008, that Judge
Dabrowski considered on July 2, 2008, a request by the Debtors to
sell their nursing homes to secured creditors for a $93 million
credit bid.  At that time, the judge has not decided on the
matter.

Haven related that the credit bid sale is in the best interest of
the estate, court documents showed.  Secured creditors
CapitalSource, Nationwide Health, and Omega Healthcare had agreed
to provide $50 million debtor-in-possession fund for the Debtors
until July 7.  Haven had said that after July 7, 2008, it has no
cash or financing to continue the operation of their assets whose
value is deteriorating, court filings also show.  

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

                    Two Sale Efforts Collapse

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

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

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

               About Omega HealthCare Investors Inc.

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

                     About Haven Healthcare

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

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

                            *    *    *

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


HEXION SPECIALTY: Trial on Merger Feud to Begin September 8
-----------------------------------------------------------
The Delaware Court of Chancery has granted Huntsman Corporation's
request to expedite the Court's review of Hexion Specialty
Chemicals Inc.'s efforts to abandon Hexion's pending merger with
Huntsman.  The trial will begin on Sept. 8, 2008.

Huntsman related that the trial scheduled to begin September 8
will address Hexion's allegations that the combined Hexion and
Huntsman entity would be insolvent and that there has been a
material adverse effect under the merger agreement, neither of
which are supported by the facts or the terms of the merger
agreement.

The Court agreed with Huntsman that it is necessary and
appropriate to have a trial that will conclude on or about the end
of the second week of September to provide sufficient time to
consummate the merger if Huntsman prevails at trial.

Huntsman is confident that a trial will reveal that Huntsman has
not suffered a material adverse effect, the combined Huntsman-
Hexion entity would not be insolvent, and that Hexion is required
to proceed with consummating the merger.

Huntsman reiterated that the merger agreement has no financing
contingency, that it obligated Hexion to use its efforts to obtain
required financing, and that Hexion represented to Huntsman in the
merger agreement that the proceeds contemplated by the financing
would be sufficient to complete the merger.

Huntsman stated that despite its public pronouncements to the
contrary, Hexion has sought to delay the financing for the merger.  

At trial, Huntsman also will address the insolvency opinion
procured on Hexion's behalf for the purpose of justifying its
predetermined course of conduct, well as its claim that Huntsman
has suffered a material adverse effect.

Huntsman said that its performance has not been different from
that of the chemical industry over the same period of time.  

The alleged changes of which Hexion complained are risks they
agreed to accept in the merger agreement and in no way amount to a
material adverse effect as defined in the merger agreement.  
Huntsman is confident that the Delaware Court will support this
view.

"We are grateful that the Court has agreed to hear our case in an
expedited fashion," Peter Huntsman, President and CEO, stated.  
"We look forward to a swift repudiation of Hexion's misguided
allegations and apparently disingenuous rhetoric about their
intentions to comply with our merger agreement, all the while
continuing to breach the same."

"They may view their tactics as business as usual, but we have
great faith that our legal system will fully reveal their careless
disregard for contracts and hold them accountable, especially in
light of their assurance to our board and our family that we have
an 'ironclad' agreement," Jon M. Huntsman, Founder and Chairman of
Huntsman Corporation, added.

                        Background

As reported by the Troubled Company Reporter on July 13, 2007,
Huntsman agreed to a definitive merger agreement with Hexion
Specialty, pursuant to a transaction with a total value of
approximately $10.6 billion, including the assumption of debt.

Under the terms of the agreement, Hexion will acquire all of the
outstanding common stock of Huntsman for $28 per share in cash.
The agreement also provides that the cash price per share to be
paid by Hexion will increase at the rate of 8% per annum beginning
270 days from July 12, 2007.

Huntsman has terminated the merger agreement with Basell AF
believing that the Hexion transaction was a superior proposal.  
The Hexion deal was unanimously approved by the board of directors
of Huntsman.  

The transaction is subject to customary closing conditions,
including regulatory approval in the U.S. and in Europe, well as
the approval of Huntsman shareholders.  Entities controlled by
MatlinPatterson and the Huntsman family and a Huntsman charitable
trust, who collectively own approximately 57% of Huntsman's common
stock, have agreed to vote in favor of the transaction.

The transaction is not subject to a financing condition and
commitments have been obtained by Hexion for all necessary debt
financing from affiliates of Credit Suisse and Deutsche Bank AG.  
Hexion will have up to 12 months, subject to a 90 day extension by
the Huntsman board under certain circumstances, to close the
transaction.

Merrill Lynch & Co. and Cowen and Company LLC acted as financial
advisors to Huntsman.  Vinson & Elkins L.L.P. and Shearman and
Sterling LLP acted as legal advisors to Huntsman.

               Extension of Merger Termination Date

On Jan. 29, 2008, the TCR reported that Hexion informed Huntsman
that it will exercise its right to extend the termination date by
90 days from April 5 to July 4, 2008.  

On April 5, 2008, Hexion Specialty Chemicals Inc. exercised an
option under its merger agreement with Huntsman Corporation dated
as of July 12, 2007, extending the merger agreement termination
date by 90 days, to 5:00 p.m. Houston time on July 4, 2008.

                 Hexion's Lawsuit to Cancel Merger

On June 19, the TCR reported that Hexion and related entities
filed a suit in the Delaware Court of Chancery to cancel the
agreement.  Hexion said in the suit that it believes that the
capital structure agreed to by Huntsman and Hexion for the
combined company is no longer viable because of Huntsman's
increased net debt and its lower than expected earnings.  While
both companies individually are solvent, Hexion believes that
consummating the merger on the basis of the capital structure
agreed to with Huntsman would render the combined company
insolvent.

                      Comments and Responses

Hexion said that the company and Apollo Management L.P. received a
letter from Peter Huntsman, Huntsman Corporation's president and
CEO, stating that their actions were inconsistent with the terms
of the merger agreement.  

Huntsman is violating its obligations to Huntsman Corp. by seeking
to cancel the transaction, Bloomberg relates according to Mr.
Huntsman.  Mr. Huntsman reportedly stated that the actions appear
to be a blatant attempt to deprive its shareholders of the
benefits of the Merger Agreement that was agreed to nearly a year
ago.

                       Huntsman's Countersuit

Reports say Huntsman has filed a countersuit against Apollo
Management and two of its founders in Texas state court, alleging
interference with its merger with Hexion Specialty Chemicals, an
Apollo company.  Huntsman is seeking a jury trial in Texas to
determine liability for "actual damages exceeding USD 3 bn, plus
exemplary damages," according to Plasteurope (Germany).

In response, Hexion said: "It is unfortunate that Huntsman has
chosen to file a baseless lawsuit against Apollo and to personally
sue two of its principals.  Huntsman's Texas suit violates a clear
provision of the merger agreement which requires that any
litigation be brought exclusively in the State of Delaware.  As we
alleged in our suit, primarily due to Huntsman's underperformance,
we believe that consummating the merger on the basis of the
capital structure agreed to with Huntsman would render the
combined company insolvent.  In fact, Huntsman's suit does not
dispute that the combined company would be insolvent.  We believe
Huntsman's lawsuit is wholly without merit."

                   About Huntsman Corporation
  
Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE:HUN) -- http://www.huntsman.com/-- is a manufacturer of      
differentiated chemical products and inorganic chemical products.  
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting        
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion Specialty Chemicals Inc.'s balance sheet at March 31, 2008,
showed  the company had total assets of $4.2 billion and total
liabilities of $5.5 billion, resulting in a shareholders' deficit
of $1.3 billion.


HJ HEINZ: S&P Assigns 'BB+' Rating on Proposed $350MM Pref. Stock
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB'
senior unsecured debt rating to Pittsburgh, Pennsylvania-based
H.J. Heinz Co.'s Rule 415 shelf registration.  The new shelf has
an indeterminate aggregate initial offering amount and number of
debt securities.
     
At the same time, Standard & Poor's also assigned its 'BBB' rating
to the company's proposed $500 million senior unsecured notes due
2013.  These notes will be issued under Heinz's new shelf
registration for debt securities.  Proceeds from this debt
issuance will be used for general corporate purposes, including
repayment of commercial paper.
     
Standard & Poor's also assigned its 'BB+' rating to subsidiary
Heinz Finance Co.'s proposed $350 million voting cumulative
preferred stock, Series B, due July 2013.  Proceeds from this debt
issuance will be used for general corporate purposes, including
repayment of commercial paper and indebtedness incurred to redeem
the Series A preferred shares of the company.  The company has
3,250 shares of Series A preferred shares outstanding, which are
required to be redeemed on July 15, 2008, at a redemption price of
$100,000 per share, plus accumulated and unpaid dividends.  The
Series B preferred stock will be issued under Rule 144A and will
not be registered under the Securities Act.
     
The ratings on Heinz reflect its broad, strong portfolio of
branded products, geographic diversity, and participation in the
relatively stable packaged and processed food industry.  These
factors are offset by credit measures that are at the low end of
the rating category medians because of high levels of share
repurchases and a legacy of debt-financed acquisitions.


                         Ratings Assigned

H.J. Heinz Co.
WKSI shelf                              Prelim. BBB
Sr. unsecured debt                      BBB

H.J. Heinz Finance Co.
Preferred stock                         BB+


HSN INC: Moody's Assigns Ba1 CFR Related to Spin-off Financing
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 first time corporate
family rating to HSN, Inc. in connection with a financing arranged
related to its spin-off from IAC/InterActiveCorp.  These ratings
are subject to review of final documentation, and assume the
financing successfully closes as outlined to Moody's.  The rating
outlook is stable.

First time ratings assigned are:

  -- Corporate family rating of Ba1
  -- Probability of default rating of Ba1

  -- $150 million senior secured revolving credit facility at Baa2
     (LGD 2, 18%)

  -- $150 million senior secured term loan facility at Baa2 (LGD
     2, 18%)

  -- $250 million senior unsecured notes at Ba2 (LGD 5, 70%)
  -- Speculative grade liquidity at SGL-2

The Ba1 corporate family rating of HSN is supported by the strong
position of the company in TV retailing, modest scale in terms of
revenue, very good liquidity, and strong pro-forma credit metrics.

However, the ratings are constrained by the high seasonality of
the company and heavy reliance on the fourth quarter holiday
season.  Also, constraining the ratings is the historically
inconsistent merchandising of the company which it is now trying
to improve through the recent realignment of its merchandise
assortments.  Increased competition in the retail sector stemming
from the weak economic environment further constrains the ratings.

The stable rating outlook incorporates solid position of HSN
within its Ba1 rating category and Moody's view that it will
maintain strong liquidity.  It also incorporates Moody's
expectation that the company will refrain from aggressive
financial policies.

HSN's SGL-2 speculative grade liquidity rating reflects very good
liquidity.  The company will have a five-year $150 million
revolving credit facility which is secured by all of the assets of
the company.  Moody's expects the company to maintain its solid
free cash flow and largely undrawn credit facility.

The credit agreement of the company  has two financial covenants,
a leverage ratio of no more than 2.75 times and an interest
coverage ratio of no less than 3 times.  Moody's expects that HSN
will have ample cushion to comply with all of its financial
convents.  HSN does not have a solid source of alternative
liquidity since its assets are largely encumbered.

Headquartered in St. Petersburg, Florida, HSN, Inc. is on of the
largest television retailers in the U.S.  The company also
operates catalog and Internet retailing businesses.


HUDSON CANYON: Fitch Withdraws 'CC' Ratings on Three Notes Classes
------------------------------------------------------------------
Fitch Ratings withdraws ratings to Hudson Canyon Funding, Ltd.
effective immediately as:

  -- $47,800,000 class A 'CC' ;
  -- $22,000,000 class B-1 'CC';
  -- $9,300,000 class B-2 'CC'.

These classes of notes were terminated in April 2008 as a result
of the election of Citibank, N.A., to exercise their right to
unwind the transaction after the Net Collateral Value dropped
below the Termination Threshold in February 2008.  Subsequently,
there was an exchange agreement whereby the existing notes in
Hudson Canyon were exchanged for junior notes in a new cash flow
collateralized loan obligation.  Given this termination and
exchange, Fitch withdraws its ratings.


HUNTER FAN: Moody's Cuts B2 Corporate Family Rating to B3
---------------------------------------------------------
Moody's Investors Service lowered the debt ratings of Hunter Fan
Company, including its corporate family rating to B3 from B2.  The
rating outlook is stable.

The downgrade reflects the company's weak credit metrics as a
result of soft operating performance, as soft economic conditions
and poor weather have resulted in tighter inventory management by
large customers going into the spring/summer peak selling season,
leading to weaker-than-expected revenue and EBITDA for Hunter Fan.

Although ongoing cost cutting efforts have partially offset volume
declines, and good working capital management has led to positive
free cash flow generation and some debt reduction for the latest
12-month period, Moody's is concerned that it will take longer
than expected for performance to improve to levels originally
expected.

Hunter Fan's B3 CFR reflects the company's weak credit metrics,
moderate scale in the home furnishing/small appliance market, and
high customer concentration with major home improvement retail
chains.  These aspects are partly mitigated by the company's
leading market position in the branded ceiling fan industry and
the well-recognized "Hunter" and "Casablanca" brand names.

The stable ratings outlook reflects some tolerance for modest
fluctuations in credit statistics, and the expectation that the
company will maintain adequate liquidity through modestly positive
cash flow generation, adequate covenant headroom, and sufficient
availability under its revolving credit facility.

If performance deteriorates to a point where debt/EBITDA exceeds
8.0x, free cash flow turns negative, or covenant cushion becomes
tenuous, the ratings would likely come under further downward
pressure.  Conversely, upward rating pressure would stem from
improved performance resulting in debt / EBITDA falling below
5.5x.

These ratings were downgraded:

Hunter Fan Company

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

  -- First-lien secured term loan to B2 (LGD 3, 38%) from B1 (LGD
     3, 38%)

  -- First-lien secured revolving credit facility to B2 (LGD 3,
     38%) from B1 (LGD 3, 38%)

  -- Second-lien secured term loan to Caa2 (LGD 5, 86%) from Caa1
     (LGD 5, 86%)

Headquartered in Memphis, Tennessee, Hunter Fan Company designs,
engineers, sources and markets ceiling fans and home comfort
appliances primarily under the "Hunter" and "Casablanca" brands.


HUNTSMAN CORP: Says Court Will Facilitate Review of Hexion's Acts
-----------------------------------------------------------------
Huntsman Corporation disclosed that the Delaware Court of Chancery
has granted its request to expedite the Court's review of Hexion's  
efforts to abandon HexionSpecialty Chemicals Inc.'s pending merger
with Huntsman.

The trial scheduled to begin September 8 will address Hexion's
allegations that the combined Hexion and Huntsman entity would be
insolvent and that there has been a material adverse effect under
the merger agreement, neither of which are supported by the facts
or the terms of the merger agreement.

The Court agreed with Huntsman that it is necessary and
appropriate to have a trial that will conclude on or about the end
of the second week of September in order to provide sufficient
time to consummate the merger if Huntsman prevails at trial.

Huntsman is confident that a trial will reveal that Huntsman has
not suffered a material adverse effect, the combined Huntsman-
Hexion entity would not be insolvent, and that Hexion is required
to proceed with consummating the merger.

Huntsman reiterated that the merger agreement has no financing
contingency, that it obligated Hexion to use its efforts to obtain
required financing, and that Hexion represented to Huntsman in the
merger agreement that the proceeds contemplated by the financing
would be sufficient to complete the merger.

Huntsman stated that despite its public pronouncements to the
contrary, Hexion has sought to delay the financing for the merger.  

At trial, Huntsman also will address the insolvency opinion
procured on Hexion's behalf for the purpose of justifying its
predetermined course of conduct, well as its claim that Huntsman
has suffered a material adverse effect.

Huntsman said that its performance has not been different from
that of the chemical industry over the same period of time.  

The alleged changes of which Hexion complained are risks they
agreed to accept in the merger agreement and in no way amount to a
material adverse effect as defined in the merger agreement.  
Huntsman is confident that the Delaware Court will support this
view.

"We are grateful that the Court has agreed to hear our case in an
expedited fashion," Peter Huntsman, President and CEO, stated.  
"We look forward to a swift repudiation of Hexion's misguided
allegations and apparently disingenuous rhetoric about their
intentions to comply with our merger agreement, all the while
continuing to breach the same."

"They may view their tactics as business as usual, but we have
great faith that our legal system will fully reveal their careless
disregard for contracts and hold them accountable, especially in
light of their assurance to our board and our family that we have
an 'ironclad' agreement," Jon M. Huntsman, Founder and Chairman of
Huntsman Corporation, added.

                        Background

As reported by the Troubled Company Reporter on July 13, 2007,
Huntsman agreed to a definitive merger agreement with Hexion
Specialty, pursuant to a transaction with a total value of
approximately $10.6 billion, including the assumption of debt.

Under the terms of the agreement, Hexion will acquire all of the
outstanding common stock of Huntsman for $28 per share in cash.
The agreement also provides that the cash price per share to be
paid by Hexion will increase at the rate of 8% per annum beginning
270 days from July 12, 2007.

Huntsman has terminated the merger agreement with Basell AF
believing that the Hexion transaction was a superior proposal.  
The Hexion deal was unanimously approved by the board of directors
of Huntsman.  

The transaction is subject to customary closing conditions,
including regulatory approval in the U.S. and in Europe, well as
the approval of Huntsman shareholders.  Entities controlled by
MatlinPatterson and the Huntsman family and a Huntsman charitable
trust, who collectively own approximately 57% of Huntsman's common
stock, have agreed to vote in favor of the transaction.

The transaction is not subject to a financing condition and
commitments have been obtained by Hexion for all necessary debt
financing from affiliates of Credit Suisse and Deutsche Bank AG.  
Hexion will have up to 12 months, subject to a 90 day extension by
the Huntsman board under certain circumstances, to close the
transaction.

Merrill Lynch & Co. and Cowen and Company LLC acted as financial
advisors to Huntsman.  Vinson & Elkins L.L.P. and Shearman and
Sterling LLP acted as legal advisors to Huntsman.

               Extension of Merger Termination Date

On Jan. 29, 2008, the TCR reported that Hexion informed Huntsman
that it will exercise its right to extend the termination date by
90 days from April 5 to July 4, 2008.  

On April 5, 2008, Hexion Specialty Chemicals Inc. exercised an
option under its merger agreement with Huntsman Corporation dated
as of July 12, 2007, extending the merger agreement termination
date by 90 days, to 5:00 p.m. Houston time on July 4, 2008.

                 Hexion's Lawsuit to Cancel Merger

On June 19, the TCR reported that Hexion and related entities
filed a suit in the Delaware Court of Chancery to cancel the
agreement.  Hexion said in the suit that it believes that the
capital structure agreed to by Huntsman and Hexion for the
combined company is no longer viable because of Huntsman's
increased net debt and its lower than expected earnings.  While
both companies individually are solvent, Hexion believes that
consummating the merger on the basis of the capital structure
agreed to with Huntsman would render the combined company
insolvent.

                      Comments and Responses

Hexion said that the company and Apollo Management L.P. received a
letter from Peter Huntsman, Huntsman Corporation's president and
CEO, stating that their actions were inconsistent with the terms
of the merger agreement.  

Huntsman is violating its obligations to Huntsman Corp. by seeking
to cancel the transaction, Bloomberg relates according to Mr.
Huntsman.  Mr. Huntsman reportedly stated that the actions appear
to be a blatant attempt to deprive its shareholders of the
benefits of the Merger Agreement that was agreed to nearly a year
ago.

                       Huntsman's Countersuit

Reports say Huntsman has filed a countersuit against Apollo
Management and two of its founders in Texas state court, alleging
interference with its merger with Hexion Specialty Chemicals, an
Apollo company.  Huntsman is seeking a jury trial in Texas to
determine liability for "actual damages exceeding USD 3 bn, plus
exemplary damages," according to Plasteurope (Germany).

In response, Hexion said: "It is unfortunate that Huntsman has
chosen to file a baseless lawsuit against Apollo and to personally
sue two of its principals.  Huntsman's Texas suit violates a clear
provision of the merger agreement which requires that any
litigation be brought exclusively in the State of Delaware.  As we
alleged in our suit, primarily due to Huntsman's underperformance,
we believe that consummating the merger on the basis of the
capital structure agreed to with Huntsman would render the
combined company insolvent.  In fact, Huntsman's suit does not
dispute that the combined company would be insolvent.  We believe
Huntsman's lawsuit is wholly without merit."

                    About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting       
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

                    About Huntsman Corporation
  
Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE:HUN) -- http://www.huntsman.com/-- is a manufacturer of     
differentiated chemical products and inorganic chemical products.  
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.

                           *     *     *

Moody's Investor Service placed Huntsman Corporation's corporate
family rating at Ba3 in June 2007.  The rating still holds to
date.


IAC/INTERACTIVECORP: Extends Offering Consent Deadline to July 23
-----------------------------------------------------------------
IAC/InteractiveCorp disclosed that, in connection with its cash
tender offer for any and all of its outstanding 7% Senior Notes
due 2013 (CUSIP Nos. 902984AD5 & 902984AC7/ISINs US902984AD51,
US902984AC78 & USU9033KAA26) and related consent solicitation to
amend the indenture governing the Notes, that it is extending the
Consent Time from 5:00 p.m., New York City time, on Wednesday,
July 9, 2008, to 5:00 p.m., New York City time, on Wednesday,
July 23, 2008.

The company is also extending the Expiration Time from Midnight,
New York City time, on Wednesday, July 23, 2008, to Midnight, New
York City time, on Wednesday, Aug. 6, 2008.  

IAC also is extending the Price Determination Date from July 9,
2008, to July 23, 2008.  Holders who have tendered Notes do not
need to re-tender their Notes or take any other action in response
to these extensions.

Except for the extension of the Consent Time, Expiration Time and
Price Determination Date, the tender offer and consent
solicitation and the Offer to Purchase and related Letter of
Transmittal and Consent remain in full force and effect.  

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including:

   (i) the Minimum Tender Condition, which requires that Notes
       representing not less than a majority in aggregate
       principal amount of Notes outstanding be validly tendered
       prior to the Expiration Time;

  (ii) the Spin-Off Condition, which requires that all conditions
       precedent to the proposed spin-offs to IAC's stockholders
       will have been satisfied or waived by IAC and the
       distribution of shares of one or more of the companies to
       be spun-off will have occurred prior to the Expiration
       Time; and

(iii) the Indenture Condition, which requires that the
       supplemental indenture implementing the proposed amendments
       will have been executed by the indenture trustee.

Although the conditions to the tender offer and consent
solicitation include the Spin-Off Condition, consummation of the
tender offer and consent solicitation is not a condition precedent
to any of the proposed spin-offs.

The tender offer will expire at Midnight, New York City time, on
Aug. 6, 2008, unless further extended or earlier terminated by
IAC.

The consent solicitation will expire at 5:00 p.m., New York City
time, on July 23, 2008, unless further extended or earlier
terminated by IAC.  The yield on the Reference Security will be
calculated at 2:00 p.m. on July 23, 2008, unless the Price
Determination Date is further extended or the tender offer and
consent solicitation are earlier terminated by IAC.

IAC has retained Morgan Stanley & Co., Incorporated to act as the
Dealer Manager for the tender offer and the Solicitation Agent for
the consent solicitation.  Questions regarding the tender offer
and the consent solicitation may be directed to:

     Morgan Stanley
     Attn: Liability Management
     Tel (800) 624-1808 (toll-free)
         (212) 761-1941 (collect)

Requests for documentation may be directed to:

     MacKenzie Partners Inc.
     Information Agent
     Tel (800) 322-2885 (toll-free)
         (212) 929-5500 (collect)

                           About IAC

IAC/InterActiveCorp (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.

                           *     *     *

As reported in the Troubled Company Reporter on June 16, 2008,
Standard & Poor's Ratings Services said that its ratings on
IAC/InterActiveCorp, including the 'BB' corporate credit rating,
remain on CreditWatch with negative implications, where they were
initially placed on Nov. 5, 2007, following IAC's announcement
that it planned to divide itself into five publicly traded
companies.


ICAHN ENTERPRISES: Moody's Cuts Corporate Family Rating to Ba3
--------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of Icahn Enterprises L.P. to Ba3 from Ba2.  The ratings on
Icahn Enterprises' senior unsecured notes and the company's
guaranteed senior unsecured revolving credit facility were
affirmed at Ba3 and Ba2, respectively.  The outlook on the ratings
was changed to negative from stable.

Moody's stated that the downgrade of Icahn Enterprises' CFR
reflects the risks inherent in the company's business strategy,
which has evolved toward a greater emphasis on investment
management and the buying and selling of businesses--the latter
activity causing very significant earnings volatility.

Moody's explained that the alignment of the CFR and the senior
unsecured debt ratings incorporates the expectation that the
capital structure will continue to consist primarily of senior
unsecured debt with a materially smaller component of guaranteed
senior unsecured bank debt.  

The investment management segment of Icahn Enterprises consists of
one on-shore and three off-shore, long-short hedge funds that are
invested in mostly publicly traded equities.  The company, through
Mr. Icahn, takes an activist approach with the bulk of its
investments in the funds.  

"Concentrations at both the hedge fund level and with the
corporate business segments make Icahn Enterprises susceptible to
significant earnings and cash flow volatility.  Given current
turbulent markets, we believe that the company is more vulnerable
to investment risks," Matthew Noll, Moody's VP and senior credit
officer, summarized.

According to Moody's, Icahn Enterprises manages and separately
reports several business segments with the overarching objective
of purchasing businesses at reasonably low fair values and
ultimately selling them at higher multiples.  

Moody's commented that although Icahn Enterprises and Mr. Icahn
have a demonstrated a successful history of executing this
strategy, it presents several significant credit concerns,
including considerable earnings volatility risk and key man risk,
and it also raises corporate governance concerns associated with
related party transactions, as many exchanges have occurred
between Icahn Enterprises and Mr. Icahn.

The rating agency stated that the downside risk with the corporate
buy and sell strategy is that the company may not be able to grow
the operating income of its businesses, resulting in either
ongoing operating losses and/or an eventual loss on the sale of
the business.  

The current economic slowdown is directly impacting the company's
real estate and retail home fashion segments, which may make their
potential sales more challenging and/or result in less attractive
offers.

Turning to the investment management activity, Moody's noted that
while leverage in its hedge funds is nominal, the rating agency
views them as highly concentrated relative to what it would expect
of investment grade hedge funds.  Moody's added that these funds
are also exposed to greater risk of mark-to-market based revenue
declines and limited performance based fees over the short- to
intermediate-term in light of the challenging credit and capital
markets.

Moody's stated that Icahn Enterprises' rating outlook could be
returned to stable if the company improves the stability of its
earnings streams through higher contributions from recurring
management fees from its investment management business, or if
EBIT to interest expense coverage from its continuing operations
improves to over 3x (currently estimated to be about 2x).

The company could be downgraded if non-investment management
business segments continue to contribute materially negative
operating earnings to the overall business, or if EBIT to interest
expense coverage from continuing operations drops to under 1x, or
if the company's liquidity profile, as primarily measured by
unrestricted cash reserves were to be reduced to under $1 billion
for an extended period, with no corresponding reduction in debt.

This rating was downgraded with a negative outlook:

  -- Icahn Enterprises L.P. : corporate family rating to Ba3 from
     Ba2

These ratings were affirmed with a negative outlook:

  -- Icahn Enterprises L.P.: senior unsecured debt rating at Ba3;
     guaranteed senior unsecured revolving credit facility rating
     at Ba2.

The last rating action on Icahn Enterprises was on Aug. 23, 2006
when Moody's assigned a Ba2 rating to the company's guaranteed
senior unsecured revolving credit facility and lowered the senior
unsecured debt rating to Ba3.

Icahn Enterprises L.P. (NYSE: IEP) is a publicly traded
partnership that is 92% owned by Carl C. Icahn.  The company
operates multiple business segments including investment
management, metals, real estate and home fashion.  The company's
investment management business had $7.9 billion in assets under
management as of March 31, 2008.

Moody's CFR is an opinion regarding a corporate family's ability
to honor all of its financial obligations and is assigned to a
corporate family as if it had a single class of debt and a single
consolidated legal entity structure.


IMMUNICON CORP: Panel Taps Schulte Rote as Counsel
--------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Immunicon Corp.'s Chapter 11 bankruptcy case seeks authority from
the U.S. Bankruptcy Court for the District of Delaware 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: Sec. 341(a) Creditors Meeting Set for July 17
-------------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
Immunicon Corporation's creditors on July 17, 2008, 2:00 p.m., 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.  Schulte
Rote & Zabel LLP is the Official Committee of Unsecured Creditors'
proposed bankrupcy counsel.  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: Taps Fox Rothschild as Bankruptcy Counsel
---------------------------------------------------------
Immunicon Corp. seeks the authority of the U.S. Bankruptcy Court
for the District of Delaware to employ Fox Rothschild LLP as its
bankruptcy counsel, effective as of the Debtor's bankruptcy
filing.

Michael G. Menkowitz, Esq., a partner at Fox Rothschild, tells the
Court that the firm received a $150,000 retainer from the Debtor
and that the firm is now currently holding approximately $49,000
to be applied to prepetition bankruptcy services.

In addition, Mr. Menkowitz assures the Court that the Fox
Rothschild does not hold or represent any interest adverse to the
Debtor or its estate, and that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

As compensation for their services, Fox Rothschild's professionals
bill:

     Professional                   Hourly Rate    
     ------------                   -----------
     Scott L. Vernick, Esq.            $515
     Michael G. Menkowitz, Esq.        $510
     Bradley S. Rodos, Esq.            $450
     Magdalena Schardt, Esq.           $405
     Joshua T. Klein, Esq.             $300
     Marie Dooley, Esq.                $240
     Nevena Simidjiyska, Esq.          $220
     Joseph DiStanislao (Paralegal)    $210


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.  Schulte
Rote & Zabel LLP is the Official Committee of Unsecured Creditors'
proposed bankrupcy counsel.  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 creditors 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.  Schulte
Rote & Zabel LLP is the Official Committee of Unsecured Creditors'
proposed bankrupcy counsel.  When the Debtor filed for protection
against its creditors, it listed total assets of $9,231,264 and
total debts of $24,309,838.


INDYMAC BANCORP: S&P Cuts Counterparty Credit Rating to 'CCC/C'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Indymac
Bancorp and its subsidiaries, including lowering the counterparty
credit rating on Indymac to 'CCC/C' from 'B/C'.  The counterparty
credit ratings on both the bank and the holding company remain on
CreditWatch with negative implications.
      
"We took this action because we believe that Indymac's weakened
financial profile and exposure to deteriorating housing markets
leaves its creditworthiness severely impaired," said Standard &
Poor's credit analyst Robert B. Hoban, Jr.
     
Indymac's nonperforming assets have grown to very high levels and
its continued credit-related losses have eroded capital to the
point that the bank no longer meets the regulatory "well-
capitalized" standard.  This has resulted in increased regulatory
scrutiny including Indymac no longer being able to accept brokered
deposits.  Because brokered deposits represent a material, albeit
decreased, component of its funding base, this is likely to lead
to the run off of a sizable portion of Indymac's funding base,
which will greatly pressure liquidity.  Management has also
decided to cease originating new loans in an effort to conserve
capital and liquidity and reduce operating costs.  

Although this may achieve management's near-term goals, it also
greatly reduces Indymac's franchise, eliminates a source of
operating revenue, and will result in further extraordinary
charges to reduce staffing levels.  These drastic steps denote the
high level of stress to Indymac's creditworthiness.  Although
Indymac's funding profile will benefit somewhat from not having to
fund loans held for sale, S&P expect Indymac's liquidity profile
to be strained.
     
As of March 31, 2008, NPAs had already risen to $2.1 billion, only
slightly less than the company's adjusted total equity plus
reserves at that time. Given Indymac's large portion of loans that
are in higher-risk product types, vintages, or geographies, S&P
expect Indymac to experience continued credit performance
deterioration and ultimately higher-than-peer loss severity.  S&P
are concerned that the size and pace of credit deterioration and
increasingly high charge-off levels have greatly impaired the
thrift's ability to overcome its still-mounting asset-quality
problems.
     
The ratings remain on CreditWatch Negative as an indication of the
level of continued downward pressure on the ratings.  Changes in
Indymac's near-term financial position or our outlook for the
housing and mortgage finance markets, and any regulatory actions,
will be the determining factors in S&P's ratings on Indymac.  
Given these concerns, there is little upward momentum to the
ratings at this time.  Nevertheless, if credit-loss levels abate
to the point where the company returns to even a modest level of
profitability while maintaining adequate capitalization and
liquidity levels, the outlook could return to stable.


INTERPUBLIC GROUP: Moody's Changes Outlook, Affirms Ba3 Rating
--------------------------------------------------------------
Moody's Investors Service changed the outlook to positive from
stable of The Interpublic Group of Companies, Inc. and affirmed
the company's Ba3 corporate family rating, its Ba3 debt ratings,
and its SGL-1 assessment.  

The outlook change reflects progress made by the company in its
corporate turnaround, including remediation of numerous material
internal control weaknesses, reducing leverage, and expanding
operating margins.  Moody's also anticipates further improvement
in IPG's overall credit profile in the intermediate term that
includes top-line growth and further margin improvement.

In Moody's view, the company has successfully overcome risks
associated with its turnaround strategies and with most
distractions now behind it, IPG is well-positioned to focus on
organic growth and margin expansion driven by better execution by
its current management team and competitive product offerings.

Despite the risk of pull-back in client spending due to a weak
U.S. economy, the positive outlook anticipates the company will
continue to benefit from a favorable business environment in
international markets (44% of IPG's revenues are from outside the
U.S.), a weak U.S. dollar and enhanced focus on cost containment.

In addition to geographic diversity, IPG's diverse client base and
service offerings coupled with new initiatives undertaken to
improve digital capabilities, further contribute to our opinion
that the company is on track to achieve the 8.5% - 9% operating
margin target announced earlier this year.

Liquidity remains strong, with a cash balance of $1.5 billion on
March 31, 2008 and access to a mostly unused $750 million 3-year
Enhanced Liquidity Facility.  While the ELF is not like a
traditional bank facility as it has no restrictive covenants, and
it does provide the company with improved liquidity above its cash
balances.

Financial leverage, as measured by debt to EBITDA, was 4.9x as of
March 31, 2008, which strongly positions the rating in the Ba3
category, thus providing additional support to the positive
outlook.  Based on Moody's expectations of stable to improving
EBITDA and improved financial flexibility, Moody's anticipates
that IPG will reduce leverage to under 4.5x range by the end of
2008.

Notwithstanding IPG's encouraging outlook based on positive
business prospects, we believe that the company's key financial
metrics are lagging behind those of competitors, especially
operating margin which needs to get closer to the mid-teens to
exhibit investment-grade quality.

Moody's recognizes that the company has the potential to
eventually return to investment grade status in the coming years
but steady improvement in EBITDA and cash flow levels, such that
IPG's credit profile is more closely aligned with those of its
peers, will be necessary for moving to a higher rating category.

Headquartered in New York, The Interpublic Group of Companies,
Inc. is among the largest advertising, marketing and corporate
communications holding companies in the world.  Revenues and
EBITDA for the LTM period ended March 31, 2008 were $6.7 billion
and $1 billion respectively.


J.P. MORGAN: Moody's Affirms Ratings of 24 Certs.; Three on Low B
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 24 classes of
J.P. Morgan Chase Commercial Securities Trust 2006-CIBC16,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC16
as:

  -- Class A-1, $29,407,899, affirmed at Aaa
  -- Class A-1A, $365,348,977, affirmed at Aaa
  -- Class A-2, $55,736,000, affirmed at Aaa
  -- Class A-3FL, $100,000,000, affirmed at Aaa
  -- Class A-3B, $171,966,000, affirmed at Aaa
  -- Class A-4, $695,005,000, affirmed at Aaa
  -- Class A-SB, $74,077,000, affirmed at Aaa
  -- Class A-M, $214,742,000, affirmed at Aaa
  -- Class A-J, $169,110,000, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class B, $40,264,000, affirmed at Aa2
  -- Class C, $16,106,000, affirmed at Aa3
  -- Class D, $29,527,000, affirmed at A2
  -- Class E, $26,843,000, affirmed at A3
  -- Class F, $29,527,000, affirmed at Baa1
  -- Class G, $26,483,000, affirmed at Baa2
  -- Class H, $24,159,000, affirmed at Baa3
  -- Class J, $5,368,000, affirmed at Ba1
  -- Class K, $10,737,000 affirmed at Ba2
  -- Class L, $8,053,000, affirmed at Ba3
  -- Class M, $2,684,000, affirmed at B1
  -- Class N, $5,369,000, affirmed at B2
  -- Class P, $5,369,000, affirmed at B3

Moody's affirmed the ratings due to overall stable pool
performance.

As of the June 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
0.5% to $2.14 billion from $2.15 billion at securitization.  The
certificates are collateralized by 121 mortgage loans ranging in
size from less than 1.0% to 11.7% of the pool, with the top 10
loans representing 50.8% of the pool.

No loans have been liquidated from the pool.  Currently there is
one loan, representing less than 1.0% of the pool, in special
servicing.  Moody's is not estimating any losses from this
specially serviced loan.  Seventeen loans, representing 11.6% of
the pool, are on the master servicer's watchlist.

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

Moody's was provided with year-end 2007 operating results for
81.7% of the pool.  Moody's loan to value ratio is 103.3% compared
to 101.1% at securitization.

The top three loan exposures represent 26.7% of the pool.  The
largest exposure is the RREEF Silicon Valley Office Portfolio Loan
($250.0 million -- 11.7%), which represents a pari passu interest
in a $700.0 million loan.  The loan is secured by 18 office
properties totaling 5.3 million square feet.  The properties are
located in seven cities located in northern California.

Many of the properties have suffered high vacancies due to the
loss of high technology tenants.  Performance has been stable
since securitization.  Moody's LTV is 102.8%, the same as at
securitization.

The second largest exposure is the One & Two Prudential Plazas
Loan ($205.0 million -- 9.6%), which represents a 50.0% pari passu
interest in a $410.0 million loan.  The loan is secured by two
Class A office buildings located in downtown Chicago, Illinois.  
The properties total 2.2 million square feet.  

The buildings were 89.7% leased as of August 2007, compared to
84.8% at securitization.  Major tenants include Peoples Gas Light
& Coke, Baker and McKenzie and McGraw Hill, Inc.  Performance is
in-line with original projections.  Moody's LTV is 97.5%, the same
as at securitization.

The third largest exposure is the Prime Retail Outlets Portfolio
Loan ($114.7 million -- 5.4%), which is secured by three outlet
centers located in Massachusetts, South Carolina and Georgia.  The
centers total 781,200 square feet.  Performance is in-line with
original projections.  Moody's LTV is 106.3%, the same as at
securitization.


KEYS FITNESS: Files Chapter 11 Plan and Disclosure Statement
------------------------------------------------------------
Keys Fitness Products, LP, and Keys Backyard, LP delivered to the
United States Bankruptcy Court for the Northern District of Texas
a joint Chapter 11 plan of reorganization and a disclosure
statement explaining that plan.

A hearing is set for Aug. 1, 2008, at 10:30 a.m., to consider the
adequacy of the Debtors' disclosure statement.  The hearing will
take place at 1100 Commerce, 14th Floor in Dallas, Texas.

                      Overview of the Plan

Under the plan, all property and assets of the Debtors --
including all of their estate actions, claims, counterclaims,
rights, defenses, set-offs and actions in laws -- will be
transferred to the reorganized Debtors, free and clear of liens
and interests.  The plan will enable the Debtors to continue to
operate their business operations, and acquire and dispose of
their assets free of any restriction under the Bankruptcy Code.

On June 9, the Debtors obtained up to $1,800,000 in postpetition
financing from Wells Fargo Bank, N.A., with superpriority
administrative expense status.  The committed $1,800,000 in
financing was used to pay overseas vendors for import of   
inventory.  All letters of creditor issued by Wells Fargo have
been cash collateralized by fund that serve as JP KFP Acquisition
LLC's collateral.

Steven C. Jaffe, Miguel Nistal, and Charles W. Moore will be named
directors of the reorganized Debtors on the plan's effective date.

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

                Treatments of Interests and Claims

                  Type                              Estimated
   Class          of Interests          Treatment    Amount
   -----          ------------          ---------    ---------
   unclassified   administrative and                $1,523,373
                   priority tax
                   claims

   1              other priority        unimpaired   $77,893
                   claims

   2              secured tax           impaired     $217,569
                   claims

   3              JP KFP Acquisition    impaired    $13,231,358
                   LLC secured claim

   4              other secured         impaired     $1,980
                   claims against
                   Key Fitness

   5              general unsecured    
                   claims against:

                   a) Key Fitness       impaired     $9,313,047

                   b) Key Backyard      impaired     $4,467,669

   6              subordinated
                   claims against

                   a) Key Fitness       impaired     $4,851,510

                   b) Key Backyard      impaired     $4,015,625

   7              interest              impaired     $0

Classes 2, 3, 4 and 5 against against the Debtors are entitled to
vote on the plan.

Holders of class 1 other priority claims will receive cash
in an amount equal to their allowed claims after the initial
distribution date.  In the event the allowed claims exceeds the
statutory cap applicable to the claim, the excess will treated as
Class 5 general unsecured claim.

Holders of class 2 secured tax claims for tax year prior to 2008
against the Debtors will receive cash payments equal to their
allowed claims in three equal annual installments plus interest
from the Debtors' bankruptcy filing until the date the claim is
paid in full.

On the Plan's effective date, the Debtor shall pay the reasonable
fees and expenses of JP KFP incurred during the Chapter 11
Bankruptcy cases.  Furthermore, JP KFP's class 3 secured claim
will receive in full and all related liens secured the claims:

   i) all of the Debtors' Cash on hand, which shall be applied on
      the plan's effective date to the allowed JP KFP's claim and

  ii) all of the Debtors assets.

At the Debtors' option, each holder class 4 of other secured
claims will receive:

   i) the return of the collateral secured the allowed other
      secured claims after the initial distribution date;  

  ii) equal quarterly installments payments in cash; or

iii) other treatment as may be agreed to in writing by the
      holders and the Debtors.

Each holder of class 5 general unsecured claim against Key Fitness
will receive a payment in cash in full:

   i) in an amount equal to 2.5% of the allowed amount of claim,  
      without interest, payable no later than ten 10 days after
      the initial distribution date; plus

  ii) in an amount equal to 2.5% of the allowed amount of claim,
      without interest, payable on March 2, 2009, without
      interest; plus

iii) in an amount equal to 2.5% of the allowed amount of claim,
      without interest, payable on March 2, 2010, without
      interest; plus

  iv) equal to a pro rata share of 20% of excess earnings, if any,
      on March 1, 2012, but not exceeding 12% of the allowed
      amount of claim, with the payments being made on a pari
      passu basis with payments to holders Class 5 claims against
      Key Backyard under section 5.06(b)(iii) of the plan.

Each holder of class 5 general unsecured claim against Key
Backyard will receive a payment in cash in full:

   i) in an amount equal to 2.5% of the allowed amount of claim,  
      without interest, payable no later than ten 10 days after
      the initial distribution date; plus

  ii) in an amount equal to 2.5% of the allowed amount of claim,
      without interest, payable on March 2, 2009, without
      interest; plus

  iv) equal to a pro rata share of 20% of excess earnings, if any,
      on March 1, 2012, but not exceeding 6% of the allowed
      amount of claim, with the payments being made on a pari
      passu basis with payments to holders Class 5 claims against
      Key Fitness under section 5.06(b)(iii) of the plan.

Class 6 and 7 will not receive any distribution under the plan.

A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?2f57

A full-text copy of the Chapter 11 plan of reorganization is
available for free at http://ResearchArchives.com/t/s?2f58

Based in Garland, Texas, Keys Fitness Products L.P. --
http://www.keysfitness.com/-- manufactures and sells treadmills,   
exercise bikes, ellipticals, steppers, home gyms, and other
exercise equipment.  The company sells its products through more
than 3,000 retailers in the U.S., well as stores in more than 30
other countries.  Its brand names include CardioMax, Power System
HealthTrainer, Ironman, Keys, and Karen Voight.

The company and its affiliate, Keys Backyard LP, filed for Chapter
11 protection on April 14, 2008 (Bankr. N.D. Tex. Case No.08-
31790).  Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 6 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Gardere Wynne Sewell,
LLP and Pachulski Stang Ziehl and Jones LLP represent the
Committee in these cases.

In their schedules, the Debtors listed total assets of $11,700,651
and total liabilities of $28,005,883.


KOGER MANAGEMENT: Sells Assets to GHA; Owner Wants Case Converted
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
ordered the liquidation of Koger Management Group Inc., Dan
Telvock writes for The Free Lance-Star in Fredericksburg,
Virginia.  The sale was held in June 2008.

Gates, Hudson & Associates Condominium Management acquired the
assets of the Debtor for $275,000, The Free-Lance Star reports.  
The new owner took over 100 accounts from the Debtor, the report
adds.

Owner Robert Koger, gave his consent by signing the court sale
order, which revoked his real estate license, Free-Lance Star
says.  Mr. Koger wants the chapter 11 case converted to a chapter
7 liquidation proceeding, Free-Lance Stary relates.

Lella Amiss E. Pape, Esq., counsel to dozens of homeowners
associations managed by the Debtor, commented that a chapter 7
proceeding will result in "pennies on the dollar" for her clients,
Free-Lance Star notes.  Ms. Pape added that a chapter 11 increases
probability of full payout to creditors.  Based on the report,
about 200 homeowners association asserted claims totaling
$10.3 million against the Debtor.

The Court is set to hear the case conversion motion of Robert
Koger on July 18, 2008, according to The Free-Lance Star.

                      Embezzlement of Funds

The Free-Lance Star notes that in 2006, a state headed
investigation found former chief financial officer, Jeffrey Koger,
as the primary culprit in the embezzlement of hundreds of
homeowners association's funds.  The Free-Lance Star says that
Robert Koger reported the missing funds to the police.  
Investigation of the case is ongoing, and no charges have been
filed, The Free-Lance Star writes.

Robert's son, Jeffrey, is presently in prison for attempted murder
of a state police, The Free-Lance Star relates.  In June 2008,
Jeffrey Koger's case was sent to a grand jury for possible
indictment, the report adds.

                      About Koger Management

Fairfax, Virginia-based Koger Management Group Inc., dba Tri-State
Management, -- http://www.kogermanagement.com/-- managed  
homeowners associations in Virginia for decades.  The Debtor filed
its chapter 11 petition on July 26, 2007 (Bankr. E.D. Va. Case No.
07-11947).  The company is owned by Robert Koger, whose son,
Jeffrey Koger, was found as main culprit in the embezzlement of
corporate funds.  Judge Stephen S. Mitchell presides over the
case.  Thomas P. Gorman, Esq., at Tyler, Bartl, Gorman & Ramsdell,
P.L.C., represents the Debtor in its restructuring efforts.  The
Debtor listed estimated assets of $1 million to $100 million and
estimated debts of $1 million to $100 million when it filed for
bankruptcy.


LAND O'LAKES: Moody's Hikes Corporate Family Rating 1 Notch to Ba1
------------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating and
probability of default rating of Land O'Lakes, Inc. to Ba1 from
Ba2.  The ratings on the second lien debt and a subsidiary's
capital securities were also upgraded, and other long term ratings
affirmed.  The company's speculative grade liquidity rating was
lowered to SGL-3 from SGL-2. The rating outlook is stable.

Ratings upgrade:

  -- Corporate family rating to Ba1 from Ba2
  -- Probability of default rating to Ba1 from Ba2

  -- $175 million 9% senior secured second lien debt to Baa3
     (LGD3,34%) from Ba1 (LGD2,29%)

Land O'Lakes Capital Trust I

  -- $191 million 7.45% capital securities to Ba2 (LGD6,95%) from
     B1 (LGD5,88%)

Ratings affirmed; LGD percentages revised

  -- $225 million senior secured revolving credit at Baa3 (LGD2).
     LGD% to 22% from 18%

  -- Senior unsecured notes at Ba2 (LGD4) LGD % to 69% from 57%

Rating lowered:

Land O'Lakes, Inc.

  -- Speculative grade liquidity rating to SGL-3 from SGL-2

The upgrade in corporate family rating and probability of default
rating reflects Land O' Lakes' improved profit levels, as the
company's leading market positions allowed it to successfully pass
along higher costs; the continued streamlining of its business
portfolio; stability in debt balances, as internal cash flow
generation and asset divestitures funded major needs; and
strengthened credit metrics that are commensurate with the
company's new rating level.

The expected loss percentages of each class of rated debt
benefited from the upgrade in the probability of default and the
greater enterprise value after the crop protection business
acquisition; however, the improvement in expected loss was
sufficient to raise the ratings only of the second lien debt and
the capital securities.

The company's SGL-3 rating incorporates Moody's expectation that
higher working capital requirements, due to high and rising
commodity prices and due to the working capital needs of the
recently acquired crop protection business, will require external
funding over the near term.

Nonetheless, excess availability is expected to be adequate under
the company's committed credit facilities--$225 million revolving
credit facility expiring in August 2011 and its $400 million
receivables securitization facility expiring in September 2011.

Moody's anticipates that Land O'Lakes will comply with financial
covenants with a comfortable cushion. Land O'Lakes assets are
encumbered, limiting alternative sources of liquidity, although it
could sell discrete businesses without affecting remaining
operations.

The company's Ba1 rating is supported by the strength of the Land
O' Lakes brand; the cooperative's scale; its strong market
positions in dairy, animal feed, seed and agronomy; the broad
distribution infrastructure supporting its businesses; and Land
O'Lakes' historical liquidity under stress.  All of these factors
are consistent with an investment grade rating.

However, the cooperative's exposure to volatile agricultural and
commodity markets, especially dairy and seed, and a business
profile that continues to evolve are speculative grade attributes.  
In addition, Land O' Lakes' ratings take into account the
challenges of adapting and executing business strategies under a
cooperative ownership structure.

Headquartered in Arden Hills, Minnesota, Land O'Lakes, Inc. is an
agricultural cooperative focusing on dairy food, animal feed, and
agricultural crop inputs.  Revenues for the 12-month ended
March 31, 2008 were approximately $10 billion.


LEHMAN BROTHERS: Has $2.7BB Loss; Shares Drop on PIMCO Rumor
------------------------------------------------------------
Lehman Brothers Holdings Inc. investor Pacific Investment
Management Co. insists that it has not sold any Lehman shares it
owns, several papers report.  The Wall Street Journal's Susan
Craig writes that the speculations sparked the drop of Lehman
trade share price to as low as 21%, closing 12% lower or $2.44, to
$17.30 at the New York Stock Exchange yesterday.

According to WSJ, PIMCO manager Bill Gross said in an interview  
that Pimco hasn't reduced the duration or dollar amount of its
Lehman holdings.

As disclosed in the Troubled Company Reporter, Lehman Brothers'
share price dropped 9.5% or $3.22 to $30.61 on the New
York Stock Exchange in June 3, its lowest in five years, following
speculations of liquidity problems.  However, the firm denied
seeking to raise $4 billion in capital, insisting that it has a
liquidity of more than $40 billion at the end of the quarter.  In
fact, it has bought back an unknown number of shares.

Lehman treasurer Paolo Tonucci said that the firm borrowed from
the Federal Reserve on April 16 to test a lending program
established by the government agency after the collapse of The
Bear Stearns Companies Inc.  However, it never borrowed from the
Federal Reserve since then.

However, the Associated Press reports that several analysts
suggested that Lehman Brothers, the nation's fourth-largest
investment bank, appears to be the weakest of Wall Street's
biggest firms.

According to analyst Richard Bove, government inaction is a factor
for Lehman's fall, as well as the lack of inquiry by the
Securities and Exchange Commission on rumors started by short
sellers of Lehman shares.

                            Financials

Lehman Brothers Holdings Inc. released its consolidated financial
statements for the quarter ended May 31, 2008, with the SEC.  The
company reported a net loss of $2,774,000,000, on total revenues
of $6,240,000,000.

At May 31, 2008, the company's balance sheet total assets of
$639,432,000,000, and total liabilities of $613,156,000,000,
resulting a $26,276,000,000 stockholders' equity.

The company originated approximately $0.5 billion and $2 billion
of residential mortgage loans for the three and six months ended
May 31, 2008, respectively, compared to the $17 billion and $32
billion for the three and six months ended May 31, 2007,
respectively.  The company originated approximately $2 billion and
$4 billion of commercial mortgage loans for the three and six
months ended May 31, 2008, respectively, compared to the
$19 billion and $32 billion for the three and six months ended
May 31, 2007, respectively.

A full-text copy of the company's financial filing is available
for free at http://ResearchArchives.com/t/s?2f64

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- an    
innovator in global finance, serves the financial needs of
corporations, governments and municipalities, institutional
clients, and high net worth individuals worldwide.  Founded in
1850, Lehman Brothers maintains leadership positions in equity and
fixed income sales, trading and research, investment banking,
private investment management, asset management and private
equity.  The firm is headquartered in New York, with regional
headquarters in London and Tokyo, and operates in a network of
offices around the world.


LENNAR CORP: Files Blank Registration Statement with SEC
--------------------------------------------------------
Lennar Corporation filed with the Securities and Exchange
Commission a prospectus, dated June 25, 2008, to register an
indeterminate number of shares of Class A Common Stock, Class B
Common Stock, Preferred Stock, Participating Preferred Stock,
Depositary Shares, Debt Securities, Warrants, and Units that may
be offered from time to time in amounts and at offering prices to
be determined.
        
The company's Class A common stock is listed on the New York Stock
Exchange under the symbol "LEN" and its Class B common stock is
listed under the symbol "LEN.B."
        
Lennar said the debt securities will be issued under either:
        
     (a) an indenture dated as of June 25, 2004 with U.S. Bank
         Trust National Association, as trustee,
        
      (b) an indenture dated as of December 31, 1997, with The
          Bank of New York (as Successor Trustee to J.P. Morgan
          Trust Company, N.A. and First National Bank of Chicago,
          N.A.) as trustee, or
        
     (c) one or more other indentures with those or other
         trustees.
        
        Lennar's authorized capital stock consists of:
        
           -- 300,000,000 shares of Class A common stock, $0.10
              par value,

           -- 90,000,000 shares of Class B common stock, $0.10 par
              value,
        
           -- 100,000,000 shares of participating preferred stock,
              $0.10 par value, and
        
           -- 500,000 shares of preferred stock, $10.00 par value.
        
At February 15, 2008, 129,732,582 shares of Lennar Class A common
stock, 31,284,797 shares of Lennar Class B common stock and no
shares of participating preferred stock or preferred stock were
outstanding.
        
At February 15, 2008, Stuart A. Miller, Lennar's President and
Chief Executive Officer, had voting control, through family-owned
entities and personal holdings, of Class A and Class B common
stock which would entitle Mr. Miller to roughly 48.6% of the
combined votes which could be cast by the holders of the company's
outstanding Class A and Class B common stock combined.  That gives
significant influence to Mr. Miller in electing all the company's
directors and approving most matters that are presented to the
stockholders.  The SEC filing notes that Mr. Miller's voting power
might discourage someone from making a significant equity
investment in the company, even if the company needed the
investment to meet obligations and to operate the business.
        
A full-text copy of the Form S-3 registration statement is
available at no charge at:

     http://ResearchArchives.com/t/s?2f65

                        About Lennar Corp.

Based in Miami, Fla., Lennar Corporation (NYSE: LEN and LEN.B) --
http://www.lennar.com/-- builds affordable, move-up and  
retirement homes primarily under the Lennar brand name.  Lennar's
Financial Services segment provides primarily mortgage financing,
title insurance and closing services for both buyers of the
company's homes and others.

                          *     *     *

As reported in the Troubled Company Reporter on June 11, 2008,
Moody's Investors Service lowered all of the ratings of Lennar
Corporation, including its corporate family rating to Ba3 from Ba1
and the ratings on its various issues of senior unsecured notes to
Ba3 from Ba1.  At the same time, a speculative grade liquidity
rating of SGL-2 was assigned.  The ratings outlook remains
negative.


LOUISIANA RIVERBOAT: Has Until September 19 to File Ch. 11 Plan
---------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Louisiana extended the exclusive periods of Louisiana Riverboat
Gaming Partnership and its debtor-affiliates to:

   a) file a Chapter 11 plan until Sept. 19, 2008, and

   b) solicit acceptances of that plan until Dec. 17, 2008.

As reported in the Troubled Company Reporter on June 19, 2008, the
requested extension of time will allow the Debtors to complete and
provide additional information to their creditors and negotiate
with parties-in-interest to achieve a feasible restructuring plan.

The Debtors are presently in talks with several parties including
the Official Committee of Unsecured Creditors about the potential
plan of restructuring.

The Debtors together with their financial advisor will schedule a
meeting with their second lien lenders, who holds $44.5 million of  
the $65 million of second lien debt, to review the Debtors'
financial and operational status.

                   About Louisiana Riverboat

Headquartered in Bossier City, Louisiana, Louisiana Riverboat
Gaming Partnership, which does business as Diamond Jacks Casino &
Resort, and its debtor-affiliates -- http://www.islecorp.com/--     
operate casinos and hotels.  The company and five of its
affiliates filed for Chapter 11 protection on March 11, 2008
(Bankr. W.D. La. Lead Case No.08-10824).  Tristan E. Manthey, Esq.
and William H. Patrick, III, Esq., at Heller Draper Hayden Patrick
and Horn, represent the Debtors.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent.  The U.S. Trustee
for Region 5 has not appointed creditors to serve on an Official
Committee of Unsecured Creditors.

As reported in the Troubled Company Reporter on May 20, 2008, the
Debtors' summary of schedules showed total assets of $250,357,475
and total debts of $220,551,127


MASONITE INT'L: Says Financial Covenants Non-Compliance Likely
--------------------------------------------------------------
Masonite International Inc. indicated that, based upon a
preliminary evaluation of its financial performance for the
quarter ended June 30, 2008, it would likely not be in compliance
with the financial covenants contained in the company's credit
facility.

The non-compliance would constitute an event of default under the
credit facility.  Both financial covenants relate to EBITDA
metrics and reflect the challenging conditions in the U.S. housing
industry.

The company is engaged in negotiations with lenders that are party
to the credit facility regarding a potential amendment to the
terms of the credit facility, including a waiver of Masonite's
non-compliance.

There is no assurance that the negotiations with lenders will
result in an amendment acceptable to Masonite and to its lenders.

The company said it is not cash constrained, with approximately
$240 million of cash on hand as of June 30, 2008, and with ample
liquidity to fund operations for the foreseeable future.

The $240 million of cash on hand reflects the full repayment of
the $66.4 million that was outstanding under the company's
accounts receivable sales facility at March 31, 2008, well as the
completion of the acquisition of 25% of Sacopan Inc. for
consideration of approximately $17.0 million.

"While we have taken strong steps to right size our business and
improve our manufacturing efficiencies, continued volume weakness
resulting from the ongoing downturn in the US housing market has
compromised our ability to maintain compliance with our financial
covenants," Fred Lynch, president and chief executive officer of
Masonite, said.  "We remain focused on delivering the highest
value door products to our customers around the world without
disruption while navigating a tough environment industry wide."

             About Masonite International Corporation

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated  
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.


MASONITE: Likely Covenant Failure Cues Moody's Review on Ratings
----------------------------------------------------------------
Moody's Investors Service has placed Masonite on review for
possible downgrade.  The review reflects concerns that the company
will likely not be in compliance with the debt covenants contained
in its credit facility.  

Furthermore, the company's performance remains under significant
pressure as a result of the contraction in the new home
construction market and in the repair and remodeling market.

These debt ratings have been placed under review:

  -- Corporate family rating, currently rated B3;
  -- Probability of default rating, currently B3;

  -- $1,172 million Gtd. Sr. Sec. Term Loan due 2013, currently B2
     (LGD3, 33%);

  -- $350 million Gtd. Sr. Sec. Revolver due 2011, currently B2
     (LGD3, 33%).

  -- Speculative grade liquidity rating, affirmed at SGL-4.

The senior secured credit facility is rated one notch higher than
the company's CFR to reflect its senior status in the event of
bankruptcy.  The CFR and the notching consider the company's
capital structure and anticipated recovery in the event of default
per Moody's LGD rating methodology.

The review will focus on the company's ability to effectively
negotiate an amendment with the banks, and its business outlook.  
The company's decision to fully draw its revolver may affect its
relationship with its banks.

Headquartered in Ontario, Canada, Masonite is a global
manufacturer of doors and door components with customers in over
70 countries and manufacturing facilities in 18 countries in North
America, Europe, Latin America, Asia and Africa.  Revenues for
fiscal year 2007 were approximately $2.2 billion.


MCKINLEY II: Moody's Cuts Notes Ratings on Further Credit Erosion
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
McKinley II Funding, Ltd.:

Class Description: $71,000,000 Class A-1 Floating Rate Notes Due
2045

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $17,500,000 Class A-2 Floating Rate Notes Due
2045

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $10,000,000 Class A-3A Pass-Through Notes Due
2045

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

Class Description: $15,000,000 Class A-3B Pass-Through Notes Due
2045

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

Class Description: $16,500,000 Class B Floating Rate Subordinate
Notes Due 2045

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

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


MERGE HEALTHCARE: Regains Compliance with Nasdaq's Bid Price Rule
-----------------------------------------------------------------
Merge Healthcare Incorporated received notification from the
NASDAQ Stock Market that the company had regained compliance with
NASDAQ Marketplace Rule 4450(a)(5) and that NASDAQ now considers
the matter closed.

On April 3, 2008, the company was notified that it was not in
compliance with the "Minimum Bid Price Rule" because shares of its
common stock had closed at a per share bid price of less than
$1.00 for 30 consecutive business days.

At that time, in accordance with Marketplace Rule 4450(e)(2), the
company was provided with 180 calendar days, or until Sept. 29,
2008, to regain compliance.  Since then, the company's common
stock maintained a closing bid price at $1.00 or greater for at
least 10 consecutive business days.

Based in Milwaukee, Wisconsin, Merge Healthcare Incorporated
(Nasdaq: MRGE; TSX: MRG) -- http://www.mergehealthcare.com/-- is     
a developer of medical imaging and clinical software applications
and developmental tools.  The company develops medical imaging
software solutions that support end-to-end business and clinical
workflow for radiology department and specialty practices, imaging
centers and hospitals.

                       Possible Bankruptcy

As reported in the Troubled Company Reporter on May 16, 2008, if
adequate funds are not available or are not available on
acceptable terms, the company will likely not be able to fund its
new teleradiology business, take advantage of unanticipated
opportunities, develop or enhance services or products, respond to
competitive pressures, or continue as a going concern beyond
June 30, 2008, and may have to seek bankruptcy protection.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 29, 2008,
KPMG LLP in Chicago expressed substantial doubt about Merge
Healthcare Incorporated's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and negative cash
flows.

The company says it has generated losses from operations over the
past nine consecutive quarters and the company currently has no
credit facility.  As a result, the company is currently completely
dependent on available cash and operating cash flow to meet its
capital needs.


MERRILL LYNCH: Potential Loan Losses Cue Fitch to Put Neg. Watch
----------------------------------------------------------------
Fitch Ratings places these classes of Merrill Lynch Mortgage
Trust, series 2004-KEY2 on Rating Watch Negative:

  -- $7.0 million class J at 'BB+';
  -- $5.6 million class K at 'BB';
  -- $4.2 million class L at 'BB-';
  -- $2.8 million class M at 'B+';
  -- $2.8 million class N at 'B';
  -- $5.6 million class P at 'B-'.

The Rating Watch Negative placements are due to potential losses
from two loans (4.1%) currently in special servicing.

The larger specially serviced loan (3.0%) is secured by 32 two-and
three-story garden style apartment buildings comprising a total of
640 units, which are located in Ft. Myers, Florida.  The loan,
which has a current outstanding principal balance of
$31.1 million, began amortizing on a 30-year schedule in May 2006.  
As of Dec. 31, 2007, reported occupancy at the property stood at
58%, down from 94% at issuance.  The loan transferred to special
servicing on May 2, 2008.  Fitch will evaluate the updated
appraised value as well as workout strategies when they become
available.

Also in special servicing is a loan representing 1.0% of the pool,
secured by a 120-unit student housing property located in
Kalamazoo, Michigan.  The property transferred to special
servicing in January 2008 following a period of declining
occupancy.  The borrower consented to appointment of a Receiver
and new property management, and the property has subsequently
been 92% pre-leased for the upcoming 2008-2009 school year.


ML-CFC COMMERCIAL: Moody's Cuts Ratings, Junks Class P Certs.
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
and affirmed 18 classes of ML-CFC Commercial Mortgage Trust 2006-
3, Commercial Mortgage Pass-Through Certificates, Series 2006-3:

  -- Class A-1, $52,377,348, affirmed at Aaa
  -- Class A-1A, $342,210,905, affirmed at Aaa
  -- Class A-2, $163,000,000, affirmed at Aaa
  -- Class A-3, $34,000,000, affirmed at Aaa
  -- Class A-4, $971,780,000, affirmed at Aaa
  -- Class AJ, $190,971,000, affirmed at Aaa
  -- Class AM, $242,502,000, affirmed at Aaa
  -- Class A-SB, $118,000,000, affirmed at Aaa
  -- Class XP, Notional, affirmed at Aaa
  -- Class XC, Notional, affirmed at Aaa
  -- Class B, $48,500,000, affirmed at Aa2
  -- Class C, $18,188,000, affirmed at Aa3
  -- Class D, $48,500,000, affirmed at A2
  -- Class E, $21,219,000, affirmed at A3
  -- Class F, $36,375,000, affirmed at Baa1
  -- Class G, $24,251,000, affirmed at Baa2
  -- Class H, $21,219,000, affirmed at Baa3
  -- Class J, $12,125,000, affirmed at Ba1
  -- Class K, $6,062,000, downgraded to Ba3 from Ba2
  -- Class L, $9,094,000, downgraded to B1 from Ba3
  -- Class M, $6,063,000, downgraded to B2 from B1
  -- Class N, $6,062,000, downgraded to B3 from B2
  -- Class P, $3,031,000, downgraded to Caa1 from B3

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

As of the June 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
0.7% to $2.41 billion from $2.43 billion at securitization.  The
certificates are collateralized by 211 mortgage loans ranging in
size from less than 1.0% to 10.3% of the pool, with the top 10
loans representing 35.8% of the pool.  The pool contains one loan,
representing 6.5% of the outstanding balance, with an investment
grade underlying rating.

The pool has not realized any losses since securitization.  
Currently three loans, representing 2.2% of the pool, are in
special servicing.  The specially serviced loans are secured by
three Class B multifamily properties located in Texas.  The
original sponsor of all three loans was Michael B. Smuck, who
filed for bankruptcy protection earlier in 2008.  

All of the loans are 90+ days delinquent.  Moody's estimates an
aggregate loss of $3.8 million for the specially serviced loans.  
Twenty-three loans, representing 5.2% of the pool, are on the
master servicer's watchlist.  The watchlist includes loans which
meet certain portfolio review guidelines established as part of
the Commercial Mortgage Securities Association's monthly reporting
package.

As part of Moody's ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.  Not all loans on the watchlist are
delinquent or have significant issues.

Moody's was provided with partial or year-end 2007 operating
results for 77.0% of the pool.  Moody's LTV ratio for the conduit
component is 106.5% compared to 103.9% at securitization.

Based on Moody's analysis, 74.4% of the conduit pool has an LTV
ratio in excess of 100.0% compared to 65.7% at securitization.  
Approximately 8.8% of the conduit pool has an LTV ratio in excess
of 120.0% compared to 2.3% at securitization.

The loan with an underlying rating is the Stonestown Mall Loan
($155.6 million -- 6.5%), which is secured by the borrower's
interest in a 860,500 square foot regional mall and adjacent
56,000 square foot medical office building located in San
Francisco, California.  The center is anchored by Macy's and
Nordstrom, which are not part of the collateral.

The property was 92.8% occupied as of March 2008 compared to 98.5%
at securitization.  The decline in occupancy is due to increased
vacancy in the medical office building.  Performance has been
stable since securitization. Moody's current underlying rating is
A3, the same as at securitization.

The top three conduit loans represent 19.6% of the pool.  The
largest loan is the Atrium Hotel Portfolio Loan ($247.2 million--
10.3%), which is secured by six full service hotels totaling 1,473
guestrooms.  The portfolio consists of five hotels which operate
under the Embassy Suites franchise and one independent hotel.

Performance has improved since securitization.  The portfolio's
RevPAR for calendar year 2007 was $101.20 compared to $95.73 at
securitization.  Moody's LTV is 115.0% compared to 119.9% at
securitization.

The second largest loan is the Wilton Portfolio Pool I Loan
($130.9 million -- 5.4%), which is secured by 45 commercial
properties located in and around Richmond, Virginia.  The
portfolio totals 1.9 million square feet and consists of retail
(76.7% of the allocated loan balance), industrial/flex (18.6%) and
office (4.7%).  The sponsor is an affiliate of the Wilton
Companies, a Richmond-based real estate company.  Moody's LTV is
100.2%, the same as at securitization.

The third largest loan is the Westin Arlington Gateway Loan
($94.0 million -- 3.9%), which is secured by a 336-room full
service hotel located in Arlington, Virginia.  The hotel was
completed in 2006.  The hotel's RevPAR for calendar year 2007 was
$154.60 compared to Moody's original RevPAR of $157.50.

Given the strength of the Arlington hotel market and the hotel's
quality amenities, Moody's believes that the stabilized level
originally projected at securitization is achievable in the near
term.  Moody's LTV is 111.3%, the same as at securitization.


MONTERRA ENTERPRISES: Sec. 341(a) Meeting Set for July 16
---------------------------------------------------------
The United States Trustee for Region 19 will convene a meeting of
Monterra Enterprises, LLC's creditors on July 16, 2008, at 405
South Main Street, Suite 300, Salt Lake City, Utah.  This is the
first meeting of creditors required under Section 341(a) of the
Bankruptcy Code in all bankruptcy cases.

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

Based in St. George, Utah, Monterra Enterprises, LLC filed for
Chapter 11 bankruptcy protection on June 6, 2008 (D. Utah Case No.
08-23641).  Anna W. Drake, Esq. represents the Debtor as counsel.


MONTERRA ENTERPRISES: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Monterra Enterprises, LLC filed with the U.S. Bankruptcy Court for
the District of Utah, its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $31,650,000                      
  B. Personal Property                205,727                  
  C. Property Claimed as                         
     Exempt                                      
  D. Creditors Holding
$33,015M399                               
     Secured Claims                                       
  E. Creditors
Holding                                                                                             
     Unsecured Priority
     Claims                                               
  F. Creditors Holding                             3,351,955    
     Unsecured Non-priority
     Claims                                               
                                  -----------    -----------
     TOTAL                        $31,855,727    $36,367,256

Based in St. George, Utah, Monterra Enterprises, LLC filed for
Chapter 11 bankruptcy protection on June 6, 2008 (D. Utah Case No.
08-23641).  Anna W. Drake, Esq. represents the Debtor as counsel.

                  
MORGAN STANLEY CAPITAL: Moody's Affirms Low B and C Ratings
-----------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed nine classes of Morgan Stanley Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 1999-WF1 as:

  -- Class A-2, $50,279,817, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $48,425,000, affirmed at Aaa
  -- Class C, $43,583,000, affirmed at Aaa
  -- Class D, $9,685,000, affirmed at Aaa
  -- Class E, $29,056,000, affirmed at Aaa
  -- Class G, $9,685,000, upgraded to Aaa from Aa3
  -- Class H, $19,370,000, upgraded to Aa3 from Baa1
  -- Class J, $7,264,000, upgraded to A3 from Ba1
  -- Class K, $8,232,000, upgraded to Baa2 from Ba3
  -- Class L, $12,107,000, affirmed at B2
  -- Class M, $4,842,000, affirmed at B3
  -- Class N, $4,843,000, affirmed at Caa2

Moody's upgraded Classes G, H, J and K due to increased credit
support from loan payoffs and amortization.

As of the June 16, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
71.9% to $272.4 million from $968.5 million at securitization.

The Certificates are collateralized by 109 loans ranging in size
from less than 1.0% to 9.3% of the pool, with the top 10 loans
representing 30.9% of the pool.  Twelve loans, representing 11.0%
of the pool, have defeased and are collateralized with U.S.
Government securities.

One loan has been liquidated from the pool, resulting in a
realized loss of approximately $615,000.  Currently there are no
loans in special servicing.  Forty-eight loans, representing 35.6%
of the pool, are on the master servicer's watchlist.  The master
servicer's watchlist includes loans which meet certain portfolio
review guidelines established as part of the Commercial Mortgage
Securities Association's monthly reporting package.

As part of Moody's ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.  Not all loans on the watchlist are
delinquent or have significant issues.  Forty-one loans,
representing 28.2% of the pool, are on the watchlist due to near
term maturity.

Moody's was provided with year-end 2007 operating results for
92.0% of the pool.  Moody's loan to value ratio is 61.9% compared
to 62.8% at Moody's last full review in January 2007 and 78.5% at
securitization.

The top three non-defeased loans represent 15.6% of the
outstanding pool balance. The largest loan is the Galleria Palms
Apartments Loan ($25.3 million -- 9.3%), which is secured by a
568-unit Class A apartment complex located in Tempe, Arizona.  

As of December 2007, the property was 96.0% occupied, essentially
the same as last review.  Property performance has improved since
securitization.  The loan matures October 2008.  Moody's LTV is
76.2% compared to 83.9% at last review.

The second largest loan is the Ward Office/Retail Portfolio Loan
($10.3 million -- 3.8%), which is secured by three office
buildings (118,173 square feet) and two retail properties
(33,471 square feet) located approximately 25 miles northeast of
Baltimore in Bel Air, Maryland.

The loan amortizes on a 20 year schedule and has amortized 31.3%
since securitization.  The overall occupancy was 93.6% as of
December 2007 compared to 99.8% in December 2006.  Moody's LTV is
50.4% compared to 56.9% at last review.

The third largest loan is the Weatherly Walk Loan ($6.8 million --
2.5%), which is secured by a 194 unit multifamily complex located
in Fayetteville, Georgia.  The property was 90.0% occupied as of
December 2007 compared to 86.0% in December 2006.  The loan
matures September 2008.  Financial performance has declined due to
increased expenses.  Moody's LTV is 87.5% compared to 72.2% at
last review.


MORTGAGES LTD: Jennings Replaces Greenberg as Bankruptcy Counsel
----------------------------------------------------------------
Judge Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona took no action on a hearing of the bankruptcy
case of Mortgages Ltd. on Wednesday, July 9, 2008, Jan Buchholz
Phoenix Business Journal.

Business Journal, however, comments that the mood at the courtroom
was "dramatically different from last week's hearing" when
tensions were imminent.  Business Journal adds that the retention
of a new legal counsel by the Debtor may have alleviated the
tension among the Debtor, its officials, and investors.

Carolyn Johnsen, Esq., and Bradley Stevens, Esq., at Jennings,
Strouss & Salmon PLC, replaced Todd A. Burgess, Esq., at Greenberg
Traurig LLP, as counsel to the Debtor, the report says.  Greenberg
Traurig was dismissed by the Court last week, Business Journal
notes.  Ms. Johnsen will be paid $150,000 retainer, according to
the report.  That retainer will be paid by Southwest Value
Partners, an investment firm led by Phoenix Suns managing partner,
Robert Sarver, Business Journal quotes Ms. Johnsen as stating.

The new counsels told the Court during the hearing that they
require more time to prepare motions related to the case, Business
Journal writes.

Judge Sarah Sharer Curley asked Ms. Johnsen to provide report on
the Debtor's sources of money, Business Journal relates.

The Court is set to hold a hearing on July 15 to continue
discussion of the matters taken up last Wednesday, Business
Journal relates.

                       About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/--  
originates, invests in, sells and services its own short-term
real-estate secured loans on properties within the state of
Arizona in the US.  It underwrites loans for commercial,
industrial and residential properties for acquisition,
entitlement, development, construction and investment.

Mortgages Ltd. was the subject of an involuntary chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
before the U.S. Bankruptcy Court for the District of Arizona.  
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on June
24, 2008 (Bankr. Ariz. Case No. 08-07465).  Judge Sarah Sharer
Curley presides over the case.  Carolyn Johnsen , Esq., at
Jennings, Strouss & Salmon PLC, replaced Todd A. Burgess, Esq., at
Greenberg Traurig, LLP, in representing the Debtor in its
restructuring efforts.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.


MORTGAGES LTD: Drafting DIP Agreement with Southwest Value
----------------------------------------------------------
John Dawson, Esq., at Quarles & Brady LLP, related on Southwest
Value Partners' behalf that his client is drafting the terms of a
debtor-in-possession fund agreement with Mortgages Ltd., Jan
Buchholz of Phoenix Business Journal reveals.

The proponents to the agreement propose that objections against
the DIP financing should be submitted by July 14, 2008, Business
Journal says.

                       About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/--  
originates, invests in, sells and services its own short-term
real-estate secured loans on properties within the state of
Arizona in the US.  It underwrites loans for commercial,
industrial and residential properties for acquisition,
entitlement, development, construction and investment.

Mortgages Ltd. was the subject of an involuntary chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
before the U.S. Bankruptcy Court for the District of Arizona.  
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on June
24, 2008 (Bankr. Ariz. Case No. 08-07465).  Judge Sarah Sharer
Curley presides over the case.  Carolyn Johnsen , Esq., at
Jennings, Strouss & Salmon PLC, replaced Todd A. Burgess, Esq., at
Greenberg Traurig, LLP, in representing the Debtor in its
restructuring efforts.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.


MORTGAGES LTD: 26 Borrowers Resume Payments of Loan
---------------------------------------------------
Cathy Reece, Esq., counsel to Fennemore Craig PC, which represents
investors, said that 26 of Mortgages Ltd.'s 71 borrowers have
resumed payment of their loans, Jan Buchholz Phoenix Business
Journal reports.  She said that as borrowers resume payments,
investors owed money by the Debtor can receive interest payments
once again, Business Journal notes.

Ms. Reece and Carolyn Johnsen, Esq., stated that some borrowers to
whom the Debtor has provided real estate loans stopped payments
after the death of the Debtor's chairman and sole shareholder
Scott M. Coles, Business Journal says.

Ms. Johnsen, Esq., and Bradley Stevens, Esq., at Jennings, Strouss
& Salmon PLC, replaced Todd A. Burgess, Esq., at Greenberg Traurig
LLP, as counsel to the Debtor, the report says.  Greenberg Traurig
was dismissed by the Court last week, Business Journal notes.

The Troubled Company Reporter has reported that on June 2, 2008,
Mr. Coles was found dead at his home in Phoenix, purportedly he
had committed suicide.  The company called for a conference call
on June 10 with borrowers, investors and business partners to
discuss the company's future.  Laura Martini has been appointed to
serve as interim president.  State bank regulators said on June 3
they will send examiners to Mortgages Ltd. to oversee the
transition process.

                    RightPath Counsel Comments

Chris Reeder, Esq., at Sheppard Mullin Richter & Hampton LLP,
counsel to Rightpath Limited Development Group, commented that any
news that the Debtor's investors will not be paid because of
borrowers' missed payments is incorrect, Business Journal states.

According to Mr. Reeder, the Debtor's deals with investors and its
deals with borrowers "don't equal out," Business Journal reports.

RightPath sued Mortgages Ltd. prior to the death of Mr. Coles
asserting that the Debtor didn't fully fund a $120 million loan,
Business Journal says.  The RightPath case is pending before the
Arizona Superior Court.  Grace Communities, Business Journal adds,
also filed similar claims.  Business Journal says that the
attorneys of developers, RightPath and Grace, are actively
participating in the Debtor's bankruptcy case.

                       About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/--  
originates, invests in, sells and services its own short-term
real-estate secured loans on properties within the state of
Arizona in the US.  It underwrites loans for commercial,
industrial and residential properties for acquisition,
entitlement, development, construction and investment.

Mortgages Ltd. was the subject of an involuntary chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
before the U.S. Bankruptcy Court for the District of Arizona.  
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on June
24, 2008 (Bankr. Ariz. Case No. 08-07465).  Judge Sarah Sharer
Curley presides over the case.  Carolyn Johnsen , Esq., at
Jennings, Strouss & Salmon PLC, replaced Todd A. Burgess, Esq., at
Greenberg Traurig, LLP, in representing the Debtor in its
restructuring efforts.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.


NATIONAL DRY CLEANERS: Taps Hilco to Sell Business Assets
---------------------------------------------------------
National Dry Cleaners Inc. retained Hilco Corporate Finance LLC
and Hilco Real Estate LLC to market its business assets.

The affiliates of NDCI, which operate dry cleaning operations in
south Florida, Kansas City, Indianapolis, Oklahoma City, Savannah,
Las Vegas and locations in South Carolina will continue in
possession of their respective properties and will continue  
operating their businesses as debtors in possession during the
asset sale process.

Hilco Corporate Finance and Hilco Real Estate will jointly assist
NDCI in the process of marketing and selling its operations and
assets in the various markets in which it operates.

"Our mandate from the bankruptcy court is to maximize value for
all interested parties by obtaining the highest and best bids for
the assets," Craig Morse, managing director of Hilco Corporate
Finance, said.  

"We believe the most probable potential buyers will be regional
dry cleaning operators, who are interested in expanding their
market share through acquisition," Mr. Morse added.

                 About National Dry Cleaners Inc.

Headquartered in Phoenix, Arizona, National Dry Cleaners Inc. --
http://www.alphillips.com/and http://www.pridecleaners.com/--
aka Delia's Cleaners Inc. operates more than 300 dry cleaning
stores across the nation.  The enterprise employs over 1,500
people.  As of June 30, 2008, NDCI operated 231 dry cleaning
stores and 6 central dry cleaning and laundry plants in nine
states.  Of the dry cleaning stores, 164 are drop stores, meaning
that the stores do not have dry cleaning or laundry equipment on
site, and 67 dry cleaning stores have the necessary equipment to
perform dry cleaning and laundry services on-site.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on July 7, 2008, (Bankr. D. Del. Case No.: 08-11382 to
08-11393)  Joel A. Waite, Esq., Joseph M. Barry, Esq., Matthew
Barry Lunn, Esq. at Young, Conaway, Stargatt & Taylor represent
the Debtors in their  restructuring efforts.  The Debtors listed
estimated assets of $10 million to $50 million and estimated debts
of $10 million to $50 million.


NATIONAL LIFE: Fitch Lowers Q-IFS Rating to 'BBq' from 'BBBq'
-------------------------------------------------------------
Based on statutory financial information through year-end 2007,
Fitch Ratings has updated the Quantitative Insurer Financial
Strength ratings on these:

  -- First Health Life & Health Insurance Company (TX)/ 90328
     affirmed at 'BBBq'

  -- Cambridge Life Insurance Company (MO) / 81000 upgraded to
     'BBq' from 'Bq';

  -- National Life Insurance Company (PR) / 72087 downgraded to
     'BBq' from 'BBBq'

Q-IFS ratings are generated using a model that utilizes statutory
financial statement information that individual companies file
with state regulators.  The model incorporates "rating logic" that
mirrors many aspects of the quantitative analysis that is used to
assign traditional IFS ratings.  Traditional IFS ratings
incorporate both quantitative and qualitative factors and
typically involve in-depth discussions with senior management.  
The Q-IFS ratings incorporate a 'q' subscript to differentiate the
ratings from traditional IFS ratings.

While recognizing the limitations associated with using a strict
quantitative rating approach, Fitch believes that Quantitative IFS
ratings will provide a reasonable representation of the life
insurance company's stand-alone financial strength and operating
profile.


NBTY INC: Moody's Rates $300MM Senior Loan Ba1; Outlook is Stable
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 to $300 million senior
secured term loan of NBTY, Inc.  Moody's also changed the
company's rating outlook to stable from positive, and lowered its
senior subordinated notes to B1 from Ba3.

The outlook revision to stable from positive reflects Moody's
expectation that as a result of its acquisition of Leiner Health
Products, debt to EBITDA will increase to about 3.3 times, making
it less likely that the company will be upgraded during the next
twelve to eighteen month period.

A higher rating would require the company achieve and sustain
debt/EBITDA below threee times.  Debt/EBITDA was 2.5 times for the
latest 12-month period ended March 31, 2008.

NBTY's Ba2 corporate family rating considers its solid market
position and growth rate, healthy profitability, well known
brands, and good liquidity.  Key credit concerns include the
company's concentration in one product segment, the vitamin,
mineral, and nutritional supplements segment, which is viewed by
Moody's as facing the potential for sales and earnings volatility
owing to industry risks.

Although NBTY's credit metrics will continue to be more indicative
of a higher rating category, the industry risks associated with
segment result in Moody's expecting the company to maintain credit
metrics that are strong for its rating category.

The downgrade of the senior subordinated notes reflects the
additional $300 million of senior secured debt being added ahead
of the company's existing senior subordinated notes.  The Ba1
rating on the new term loan reflects its superior position in the
capital structure.

On June 10, 2008, NBTY disclosed that it had entered into an
amended and restated asset purchase agreement to purchase
substantially all of the assets of Leiner's vitamin division for
approximately $371 million plus the assumption of certain
liabilities.

The assets acquired by NBTY exclude the production facility
operated by Leiner which resulted in the Department of Justice
investigation and subsequent $10 million fine.  The acquisition
will be mostly financed with the newly rated $300 million term
loan, as well as excess cash and borrowings under the revolver.

NBTY, Inc.is a vertically-integrated manufacturer, marketer, and
retailer of a line of vitamin, mineral, and nutritional
supplements in the United States and internationally.  Leiner
Health Products manufactures  store brand vitamins, minerals, and
nutritional supplements.  Pro forma for the acquisition of Leiner,
total revenues are about $2.5 billion.


NEXCEN BRANDS: Has Until Jan. 2009 to Comply with Nasdaq Rule
-------------------------------------------------------------
NexCen Brands Inc. received notification from The Nasdaq Stock
Market that the company is not in compliance with the continued
listing requirement of Nasdaq Marketplace Rule 4450(a)(5) because,
for the last 30 consecutive business days, the bid price for the
company's common stock had closed below the minimum $1.00 per
share requirement.

In accordance with Nasdaq Marketplace Rule 4450(e)(2), the company
was provided 180 calendar days, or until Jan. 5, 2009, to regain
compliance with this minimum requirement.

To meet this minimum requirement, the bid price of the company's
common stock must close at $1.00 per share or more for a minimum
of ten consecutive business days or a longer period of time as
Nasdaq may require at its discretion.

If compliance cannot be demonstrated by Jan. 5, 2009, Nasdaq will
provide written notification to the company that its securities
will be delisted.  If that occur, the company intends to appeal
the staff's determination to delist the company's securities to a
Nasdaq Listing Qualifications Panel.

The company intends to monitor the bid price of its common stock
and consider available options if its common stock does not trade
at a level likely to result in the company regaining compliance
with Nasdaq's minimum bid price requirement by the applicable
deadline.

                    About NexCen Brands

Nexcen Brands Inc. (NASDAQ: NEXC) -- http://www.nexcenbrands.com/  
-- acquires and manages global brands, generating revenue through
licensing and franchising. We currently own and license the Bill
Blass and Waverly brands, as well as seven franchised brands. Two
franchised brands -- The Athlete's Foot and Shoebox New York --
sell retail footwear and accessories.  Five are quick-service
restaurants -- Marble Slab Creamery, MaggieMoo's, Pretzel Time,
Pretzelmaker, and Great American Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world. The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.

                          *     *    *

A. Substantial Doubt

As reported by the Troubled company Reporter on May 21, 2008,
based on information that is now known, the company believes that
there is substantial doubt about its ability to continue as a
going concern, and pending completion of an independent review,
that this substantial doubt also may have existed at the time the
company filed its 2007 10-K.  The audit committee of the company's
Board of Directors has retained independent counsel to conduct an
independent review of the situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008 on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007, as contained in the
company's 2007 10-K.

B. Strategic Alternative Review

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


NIGHTHAWK RADIOLOGY: S&P Holds B+ Rating; Outlook Now Stable
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
teleradiology provider NightHawk Radiology Services Inc. to stable
from positive.  At the same time, S&P affirmed its ratings on the
company, including the 'B+' corporate credit rating.
     
"The outlook revision reflects NightHawk's tempered growth, as
well as increased pricing pressure from local competitors," said
Standard & Poor's credit analyst Rivka Gertzulin.
     
The speculative-grade rating on Coeur d'Alene, Idaho-based
NightHawk reflects the company's narrow business focus in the
competitive teleradiology services industry, low barriers to entry
in local markets, and indirect reimbursement risk.  These risks
are offset partially by NightHawk's leading position in its
industry, premium brand name, high customer retention rates, high
operating margins, and relatively conservative financial risk
profile.


NORTHWESTERN CORP: Court Approves Deal to Settle Claims Litigation
------------------------------------------------------------------
NorthWestern Corporation, dba NorthWestern Energy, disclosed that
the U.S. Bankruptcy Court for the District of Delaware has
approved a settlement agreement by and among, inter alia,
NorthWestern, Magten Asset Management, Law Debenture Trust Company
of New York and the Plan Committee that resolves the litigation
related to claims of holders of quarterly income preferred
securities in NorthWestern's Chapter 11 bankruptcy case.
    
Under the settlement agreement, Magten, Law Debenture and the
holders of the QUIPS, will collectively receive a cash payment of
$23 million to be allocated amongst them in accordance with the
terms of the settlement agreement.

The cash payment will be funded principally by NorthWestern's
repurchase of stock held in the disputed claims reserve
established under NorthWestern's confirmed Plan of Reorganization.

In addition, NorthWestern will receive a reimbursement of
previously incurred legal fees and expenses of $4 million under
separate agreements for which no Court approval was requested.
    
After the distributions under the settlement agreement have been
completed, there will be a supplemental distribution of all of the
remaining assets in the disputed claims reserve to unsecured
creditors and debt holders in Class 7 and Class 9 under the Plan,
other than the holders of the QUIPS.  The value of the
supplemental distribution to each of these unsecured creditors and
debt holders is not presently known.
    
"This settlement resolves the last major claim from our 2003
Chapter 11 bankruptcy case, and we will now be able to put closure
on that piece of our past and focus on providing exceptional value
for our shareholders in the future," Michael J. Hanson, president
and chief executive officer, said.
    
                     About NorthWestern Energy

Based in Sioux Falls, South Dakota, NorthWestern Corporation
(Nasdaq: NWEC) -- http://www.northwesternenergy.com/-- is a   
provider of electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 650,000 customers in Montana,
South Dakota and Nebraska.  The Debtor filed for Chapter 11
petition on Sept. 14, 2003 (Bankr. D. Del. Case No. 03-12872)
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig LLP, and Jesse
H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker LLP, represent the Debtor in its
restructuring efforts.  Kurtzman Carson Consultants LLC serves as
the Debtor's notice and claims agent.

NorthWestern filed a plan of reorganization and disclosure
statement with the U.S. Bankruptcy Court for the District of
Delaware.  The Court confirmed the Plan on Oct. 8, 2004, and the
Court's order was entered on Oct. 20, 2004.  On Nov. 1, 2004,
NorthWestern's plan of reorganization became effective and the
company emerged from Chapter 11.

                          *     *     *

Moody's Investors Service placed NorthWestern Corporation's senior
unsecured bank credit facility rating at the Ba2 in December 2007.
The ratings still holds to date.


NORTHWEST AIRLINES: To Slash 2,500 Frontline & Management Workers
-----------------------------------------------------------------
Northwest Airlines Corporation said it will reduce its frontline
and management employees by 2,500 as a result of capacity
reductions taken to address the unprecedented run-up in oil
prices.  In addition, NWA will match its competitors and charge
fees for the first checked bag and for frequent flier award
tickets, and increase the fees for ticket changes.

"Our fuel costs have more than doubled in the past year," said
Doug Steenland, President and CEO of Northwest Airlines.  "In
order to manage through this unprecedented fuel challenge, we have
to take action to both control costs and increase our revenue."

A. Personnel Reductions via Voluntary Programs

In June, Northwest announced plans to reduce its system mainline
capacity (domestic and international) in the fourth quarter of
2008 by 8.5% to 9.5% versus the fourth quarter of 2007.  The
Troubled Company Reporter issued a story on that disclosure on
June 20, 2008, and quoted Mr. Steenland as saying, "In response to
these extraordinary fuel costs, we are taking prudent actions to
reduce our capacity and right-size the airline.  This will allow
us to better match our capacity to customer demand as airfares, by
necessity, must increase."

As a result of these flight reductions, Northwest said it will
reduce its frontline and management personnel by 2,500.  All NWA
employee groups will be affected by the reduction.

The reductions will be first achieved through a variety of
voluntary programs including early-out programs, voluntary leaves,
work rule modifications and attrition.  Furloughs will be employed
only if voluntary means fail to achieve the targeted reductions.

"These reductions are the direct result of our extraordinary fuel
costs and the necessary actions we must take to right-size our
airline and eliminate unprofitable flying," said Mr. Steenland.

B. Added Fees

NWA will also match other competitors by adding fees to offset
some of its extraordinary fuel costs.

C. Checked Bag Fees

NWA is matching several competitors including American Airlines,
United Airlines and US Airways, with plans to charge $15 for the
customer's first checked bag.  The new policy applies to tickets
sold on or after July 10, for travel starting August 28,
throughout the United States as well as travel between the U.S.
and Canada.

NWA also charges $25 for a second checked bag and $100 for three
or more checked bags.  Frequent flier elites are exempt from the
policy, along with full-fare coach passengers.

D. WorldPerks(R) Award Tickets

NWA is also matching competitors by implementing a service fee for
award tickets.  For WorldPerks(R) Award tickets issued in North
America on or after Sept. 15, 2008, NWA will charge $25 for
domestic tickets, $50 for Trans-Atlantic tickets, and $100 for
Trans-Pacific travel.

Mr. Steenland noted, "This is a temporary service fee to partially
offset our fuel costs.  As fuel comes down, we will re-visit this
decision."

E. Ticket Change Fees

NWA also followed moves by American, United, Continental and US
Airways to increase fees for ticket changes.  Starting July 9, the
fee for domestic non-refundable ticket changes will increase from
$100 to $150.  International ticket change fees will increase by
an additional $50 to $150 per ticket, depending on class of
service and other restrictions.

F. Revenue Gains; Cost Containment

Mr. Steenland said, "In addition to helping offset our
extraordinary fuel prices, these fee increases also better align
our costs with providing these services."

He concluded, "We expect these three incremental revenue enhancing
measures to generate $250 million to $300 million a year, which
will help ease the burden of these record high oil prices."

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NORTHWEST AIRLINES: CEO Spurs Campaign to Lower Fuel Prices
-----------------------------------------------------------
Northwest Airlines Corporation President and CEO Doug Steenland
criticized financial speculation in light of the rapid run-up in
oil prices in the final hour of trading and said, "If anybody
needed any further evidence that the oil markets are being
directly influenced and affected by financial speculation, [the
current situation] ends that debate."

He added, "With no single event occurring that would cause supply
to decrease or demand for oil to increase, the price in the last
20 minutes of trading went up about $5 a barrel as a result of
financial players, near the close of trading, coming into the
market and driving up price."

Mr. Steenland, who is also the Chairman of the Board of the Air
Transport Association, recently testified in Congress on this
issue, and added, "[The current situation] is the poster child of
why Congress needs to take immediate action to change the law and
stop these abuses from adversely affecting the U.S. economy and
consumers."

Over the last year, the price of crude oil has more than doubled.
To help fix these unprecedented oil challenges, Mr. Steenland
favors increasing domestic supply, further oil exploration in the
United States, investing in alternative energy sources, and
conservation.

        Workers Urge Congress to Mitigate Oil Speculation

For past the two weeks, Northwest and Delta Air Lines employees
have together sent more than 20,000 messages to Congressional
leaders, urging them to pass legislation that will limit this
rampant oil speculation.

Northwest and Delta also joined 10 other airlines -- which are
part of broad business, labor and consumer coalition -- in
emailing their frequent flier databases, asking customers to join
them in fighting the high cost of fuel.  Since the email campaign
launched yesterday, 300,000 emails have already been sent by
customers to Members of Congress.

The letter-writing campaign is at:

               http://www.StopOilSpeculationNow.com/

                         About Delta Air

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

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

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

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NUVOX INC: S&P Lifts Corporate Credit Rating to 'B' from 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Greenville, South Carolina-based competitive local exchange
carrier NuVox Inc. and related subsidiaries, including the
company's corporate credit rating, which was raised to 'B' from
'B-'.  The outlook is stable.  S&P also raised the senior secured
rating on NuVox Inc.'s NuVox Transition Subsidiary Inc. and
Gabriel Communications Finance Co. to 'B-' from 'CCC+' and kept
the recovery rating at '5'.  As of March 31, 2008, the company had
about $275 million of funded debt outstanding.
     
"The upgrade reflects NuVox's demonstrated ability over the past
year to generate ongoing net free cash flow after capital
expenditures," said Standard & Poor's credit analyst Catherine
Cosentino, "and maintain a moderate financial profile for its
rating."


OFFICE DEPOT: Tough Biz Conditions Cue Decline in 2nd Qtr Sales
---------------------------------------------------------------
Office Depot, Inc. disclosed that it continued to be negatively
impacted by the challenging economic environment in the second
quarter of 2008.

As a result of pressure from weakening business conditions in the
second quarter, North American Retail same store sales decreased
nearly 10% versus the prior year and total company sales were down
slightly.  The company anticipates its EBIT margin to have
declined for the second quarter by 200 basis points more than the
200 to 250 basis point decline indicated on a year-over-year basis
as sales trends worsened late in the quarter.

Office Depot said it is disappointed with these preliminary
results driven by a very difficult business environment, but it
continues to press ahead with the implementation of its strategic
plans and margin expansion initiatives.  While the company
anticipates the economic environment to be difficult over the
balance of the year, it expects its profit margins to improve
sequentially in the third and fourth quarters.

On July 30, 2008, Office Depot is scheduled to release earnings
for the second quarter 2008 fiscal period ending June 28, and host
a webcast to discuss earnings at 9:00 a.m. Eastern Time.

Office Depot observes a quiet period which commenced June 28,
2008, and extends to the date on which it releases earnings,
during which period the company does not have discussions with the
investment community.

                        About Office Depot

Headquartered in Delray Beach Florida, Office Depot Inc.
(NYSE:ODP) -- http://www1.officedepot.com/-- provides office  
products and services to its customers through more than 1,600
worldwide retail stores, a sales force, catalogs and an e-commerce
operation.  The company provides office products and services to
customers in many countries, and sells to customers directly or
through affiliates in 44 countries.

                           *      *      *

As reported by the Troubled Company Reporter on July 10, 2008,
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 [statement] that the company projects a
continued decline of sales and earnings in the second quarter of
2008," Mark Salierno, Standard & Poor's credit analyst, said,
"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.


PACIFIC LUMBER: Court Confirms Amended Marathon/Mendocino Plan
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas, Corpus Christi Division, confirmed on July 8, 2008, the
Modified First Amended Joint Plan of Reorganization With
Technical Modifications for the Debtors proposed by Marathon
Structured Finance Fund L.P., Mendocino Redwood Company, LLC, and
the Official Committee of Unsecured Creditors.  

Judge Richard Schmidt concluded that the Marathon/Mendocino Plan
is compliant in all respects with the statutory requirements under
Section 1129 of the Bankruptcy Code:

A. The Marathon/Mendocino Plan complies with the applicable     
    provisions of the Bankruptcy Code, thereby satisfying Section
    1129(a)(1).

    In accordance with Sections 1122 and 1123(a) of the
    Bankruptcy Code, each Claim in each class under the
    Marathon/Mendocino Plan is substantially similar to the other
    claims or interests in that Class.

    Reasonable business reasons exist for separately classifying
    Classes 7, 8, and 9, to reflect the different legal rights of
    the Claimholders.  Furthermore, the Class 8 Scopac Trade
    Claimholders have a different stake in the future viability
    of the ongoing business than do the Claimants in Class 9 --
    primarily the unsecured deficiency claim of the Noteholders.

    The Marathon/Mendocino Plan specifies unimpaired classes of
    claims, specifies the treatment of impaired classes of
    claims, and does not discriminate treatment of the various
    claim or equity holders, and thus complies with the
    requirements of Section 1123(a) of the Bankruptcy Code.

    The Marathon/Mendocino Plan and its Supplements provide
    adequate and proper means for implementation, satisfying
    Section 1123(a)(5).  On the Effective Date, the Debtors will
    be formed into two reorganized entities:

    -- Newco, which is now known as Humboldt Redwood Company
       LLC; and

    -- Townco, now known as Town of Scotia Company, LLC.

    The Marathon/Mendocino Plan requires the Reorganized
    Entities' organizational documents to prohibit the issuance
    of non-voting equity securities.  The Marathon/Mendocino Plan
    appropriately distributes a 100% equity interest in Townco to
    Marathon, 85% of the equity interest in Newco to Mendocino,
    and a 15% equity interest in Newco to Marathon.  None of the
    equity securities will have a preference over another Class
    with respect to dividends, therefore complying with Section     
    1123(a)(6).

    The Marathon/Mendocino Plan contains provisions with respect
    to the manner of appointment of the directors and officers of
    the Reorganized Entities that are consistent with the
    interests of creditors, equity security holders and public
    policy in accordance with Section 1123(a)(7).  

    Moreover, the Marathon/Mendocino Plan reflects the date it
    was filed with the Court, and identifies the entities
    submitting it as Plan Proponents.

B. Pursuant to Section 1129(a)(2), the Marathon/Mendocino Plan  
    complies with the applicable provisions of the Bankruptcy
    Code.  Specifically, the Plan has complied with Sections 1125
    and 1126, the Federal Rules of Bankruptcy Procedure, and the
    Disclosure Statement Order in transmitting the Plan, the
    Disclosure Statement, the Ballots or Notice of Non-Voting
    Status, as the case may be, and related documents in
    soliciting and tabulating votes on the Plan.

C. The Marathon/Mendocino Plan Proponents have proposed the
    Amended Joint Plan in good faith and not by any means
    forbidden by law, with the legitimate and honest purpose of
    maximizing the value of the Debtors' estates and to
    effectuate a successful reorganization of the Debtors,
    thereby satisfying Section 1129(a)(3).  

D. Any payment made or to be made by any of the Debtors for
    services, for costs and expenses in, or in connection with
    their Chapter 11 proceedings, has been approved by, or is
    subject to the approval of, the Bankruptcy Court as
    reasonable, thereby satisfying Section 1129(a)(4).

E. The Marathon/Mendocino Plan complies with Section 1129(a)(5).  
    The Disclosure Statement and the Marathon/Mendocino Plan
    Supplement properly identify all individuals who will serve
    after confirmation of the Plan as a director or officer of
    Newco or Townco, provide that no insiders, including existing
    officers and directors, will be employed or retained by Newco
    or Townco, and that their appointment to office is consistent
    with the interest of creditors and equity security holders
    and public policy.

F. Section 1129(a)(6) is satisfied because the Marathon/Mendocino
    Plan does not provide for any change in rates over which a
    governmental regulatory commission has jurisdiction.

G. The liquidation value set forth in testimony of Ricard LaMont
    and Jeffrey Johnston during the Confirmation Hearing, as well
    as the liquidation analysis attached to the Disclosure
    Statement, and the other evidence adduced at the Confirmation
    Hearing establish that the requirements of Section 1129(a)(7)
    of the Bankruptcy Code are satisfied with respect to (i)
    Classes 6 and 9 because the value of the distributions to
    creditors in Classes 6 and 9 is not less than the amount that
    Claimholders would receive or retain if the Debtors were
    liquidated under Chapter 7, and (ii) with respect to Classes
    10, 11, and 12 because Claimholders in Classes 10 and 11 and
    Interests under Class 12 are not receiving any distribution
    under the Marathon/Mendocino Plan and would not receive or
    retain any value in a Chapter 7 case.

H.  Section 1129(a)(8) is satisfied with respect to Classes
    1 and 2 as these claims are not impaired and are conclusively   
    presumed to have accepted the Marathon/Mendocino Plan.  
    Classes 3,4,5,7 and 8 are impaired but have voted to accept
    the Plan.

    Section 1129(a)(8) has not been satisfied with respect to
    (i) Classes 6 and 9 -- which have voted to reject the
    Marathon/Mendocino Plan, and (ii) Class 10, 11 and 12 which
    will not receive any property under the Plan and, therefore,
    are deemed to have rejected the Plan pursuant to Section
    1126(g).  However, the Marathon/Mendocino Plan is confirmable
    because it satisfies Section 1129(b) of the Bankruptcy Code
    with respect to the Rejecting Classes.  The
    Marathon/Mendocino Plan satisfies the cramdown requirements
    of the Bankruptcy Code.

I. The Marathon/Mendocino Plan requires that all Allowed
    Administrative Expense Claims and Priority Claims will be
    paid in accordance with Section 1129(a)(9) of the Bankruptcy
    Code, including any Professional Compensation Claims, thereby
    satisfying the requirements of Section 1129(a)(9)(C).

J. Classes 3, 4, 5, 7 and 8, each of which is Impaired and     
    entitled to vote on the Marathon/Mendocino Plan, have voted
    to accept the Plan, without including any acceptance of the
    Marathon/Mendocino Plan by any insider as the term is defined
    in Section 101(31) of the Bankruptcy Code, thereby satisfying
    Section 1129(a)(10) of the Bankruptcy Code.

K. The Marathon/Mendocino Plan is feasible as required by Section
    1129(a)(11) of the Bankruptcy Code because:

    (a) it is not likely to be followed by liquidation or the
        need for further financial reorganization;

    (b) it requires compliance with all non-bankruptcy
        environmental laws with regard to the regulatory
        approvals of ownership and operation; and

    (c) it provides for the assumption of all Environmental
        Obligations.

L. All fees payable under Section 1930 of the Judiciary
    Procedures Code as determined by the Court on the
    Confirmation Date, have been paid or will be paid for each
    quarter on or before the Effective Date, and the Reorganized
    Entities will continue to pay the fees as they become due
    from the Effective Date through the closing of the Chapter 11
    cases, thus, satisfying the requirements of Section
    1129(a)(12).  Fees payable after the Effective Date will be
    paid by the Litigation Trustee in accordance with the
    Litigation Trust Agreement.

M. Section 1129(a)(13) of the Bankruptcy Code is satisfied by the
    Marathon/Mendocino Plan because pursuant to the Plan
    Supplement, all benefit plans in effect on the Effective Date
    will be treated as though they are executory contracts that
    are assumed under the Marathon/Mendocino Plan, and the
    Debtors' obligations under the agreements and programs will
    survive the Effective Date.  Moreover, on the Effective Date,
    the Reorganized Entities will be deemed to have assumed the
    Debtors' Pension Plan, and will continue to satisfy the
    minimum funding standards, and administer the Debtors'
    Pension Plan in accordance with its terms and the provisions
    of Employee Retirement Income Security Act of 1974.

Prior to the confirmation order, The Bank of New York, N.S., as
Indenture Trustee for the Timber Noteholders, announced that it
will appeal any confirmation issued by the Court in connection
with the Marathon/Mendocino Plan.  Judge Schmidt, accordingly,
stayed the effectiveness of the Confirmation Order until July 18,
2008, to allow parties a reasonable opportunity to seek an
extension of the stay.  However, the stay is expressly
conditioned on BoNY, filing (i) a notice of appeal and (ii) a
motion for stay pending appeal, by no later than July 9, Central
Time, at 5:00 p.m.

All objections raised with respect to the Marathon/Mendocino
Plan including without limitation in any memorandum of law in
support of the BoNY Plan or other previously filed competing
plan, that have not been withdrawn, waived or resolved, are
overruled on the merits, the Court held.

All of the Debtors' assets -- other than the PLC Litigation Trust
Assets and SPC Litigation Trust Assets -- will be transferred to
the Reorganized Entities, upon the occurrence of the Effective
Date, free and clear of all claims, liens, charges, other
encumbrances and interests other than those preserved in the
Marathon/Mendocino Plan.  However, during the period from the
Confirmation Date through and until the Effective Date, the
Debtors will continue to operate as debtors-in-possession in the
ordinary course, consistent with past practice, subject to the
supervision of the Court and pursuant to the Bankruptcy Code and
the Federal Rules of Bankruptcy Procedure.

The exit financing liens will be secured by first priority
perfected liens on all existing Timberlands and certain personal
property -- tangible and intangible -- of Newco and its existing
and future subsidiaries.  The security interests and liens
granted pursuant to, or in connection with, the Exit Financing
will constitute, as of the Effective Date, legal, valid and duly
perfected first priority liens and security interests in and to
the Collateral.

              Treatment of Allowed Class 6 Claims
                                                                      
Holders of Allowed Scopac Timber Note Secured Claims, having
failed to elect the application of Section 1111 (b)(2) of the
Bankruptcy Code will be provided, on the Distribution Date, in
full satisfaction, release and discharge of and in exchange
for the Claims, an initial cash distribution on the Effective
Date, not less than $513.6 million to be paid to BoNY as
Indenture Trustee.

                   Environmental Obligations

The Debtors, the Plan Proponents, the Reorganized Entities --
Newco or Townco -- or any other Entity will comply with all
prepetition, current, ongoing, executory, and future
environmental obligation, in the ordinary course of business, and
in a manner as is required under applicable non-bankruptcy law.  
Each Environmental Obligation will (i) survive the Effective Date
of the Marathon/Mendocino Plan as if the Debtors' Chapter 11
cases had not been commenced, (ii) not be discharged under
Section 1141 (d) of the Bankruptcy Code, and (iii) not otherwise
be adversely affected by the Debtors' bankruptcy proceedings.

Nothing in the Marathon/Mendocino Plan and the Confirmation
Order:

   -- authorizes any transfer of any property covered by the
      Debtors' permits or the Habitat Conservation Plan and
      Implementation Agreement for the Habitat Conservation Plan;  

   -- impairs or adversely affects in any way the State and
      Federal Wildlife Agencies' interest in a Certificate of
      Deposit issued by Bank of America, N.A., for at least
      $2,509,580; and

   -- affects the rights of the defendants in the Headwaters
      Litigation to enforce any order issued by the court in the
      Headwaters Litigation against the Debtors, the Reorganized      
      Entities, BoNY on behalf of the Timber Noteholders, or the
      SPC Litigation Trust.

             Resolution of Confirmation Objections

With respect to the Humboldt County Objection, which has been
resolved at the Confirmation Hearing, the Plan Proponents agree
that Humboldt County will receive payment of Cash on the
Distribution Date, for an amount equal to the unpaid portion of
the Allowed Secured Tax Claim plus postpetition interest.

As for the CNA Insurance Objection, nothing in the  
Marathon/Mendocino Plan will in any way impair or impact parties'
rights and obligations, including without limitation, any rights
to set-off or recoupment, under the insurance policies with
respect to the workers' compensation programs described in the
Plan.

After the Confirmation Hearing, the Marathon/Mendocino Plan
Proponents conveyed that they were ready to pay $513.6 million to
the Timber Noteholders, as soon as the Effective Date was cleared
of any stays, The Eureka Reporter discloses.

"We have every intention of consummating our plan if the court
confirms it," Marathon attorney David Neier told the courtroom,
according to the paper.

The Court resolved at the Confirmation Hearing the fate of an
ongoing litigation commenced by the Pacific Lumber Company
against the state of California and and several State agencies,
for an alleged breach of the Headwaters Agreement, the Eureka
Reporter relates.  The Headwaters Litigation caught a great deal
of attention during the Confirmation Hearings, as the Noteholders
attempted to gain control of the potential source of harvesting
revenue from Mendocino, which will inherit the lawsuit, the paper
elaborates.

Counsel for the Noteholders insisted that because Scotia Pacific
Company, LLC defaulted on its loans for $200 million more than
the Noteholders are slated to receive under the Plan, they were
entitled to manage the litigation to recoup any possible
settlements, the Eureka Reporter notes.  Mendocino subsequently
agreed to transfer Scopac's portion of the Headwaters Litigation
to an independent trust, the paper says.

A full-text copy of Part I of the Confirmation Order is available
for free at:

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

A full-text copy of Part II of the Confirmation Order is
available for free at:

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

                       About Pacific Lumber

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

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

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

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

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

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

The Debtors' exclusive plan filing period expired on Feb. 29,
2008. (Scotia/Pacific Lumber Bankruptcy News, Issue No. 65;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Court Denies BoNY Diminution Claim Against Scopac
-----------------------------------------------------------------
After finding sufficient cause, Judge Richard Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas denied the
request filed by The Bank of New York, N.S., as Indenture Trustee
for the Timber Noteholders, for a superpriority administrative
expense claim for the diminution of value in its collateral in
Scotia Pacific Company LLC's Chapter 11 case.

Judge Schmidt said at the July 7, 2008 hearing that he believes
the value of the Scopac Timberlands remained more or less the same
during the 18-month proceeding.

"There was no evidence that the property had declined in value,"
The Eureka Reporter quoted Judge Schmidt, as saying.  

As reported by the Troubled Company Reporter on July 8, 2008, the
Times-Standard said Pacific Lumber's confirmation trial hit a snag
when Scotia Pacific Company LLC's largest creditor, the Timber
Noteholders, demanded that they are entitled to a roughly
$170,000,000 "superpriority claim," as a result of a purported
reduction in their collateral in the assets of Scopac since the
company's bankruptcy filing in January 2007.

The Noteholders, by virtue of the Timber Notes issued by Scopac,
hold a lien on the Scopac timberlands as collateral for a
$700,000,000 loan.  According to the Noteholders, the $510,000,000
payment which Marathon/Mendocino contemplates paying them under
the Plan does not include the diminution of the value of their
collateral, the Eureka Reporter said.

The Eureka Reporter related that the Noteholders' counsel claimed
that the decrease in the value of the timberlands and loss of the
Noteholders' other cash assets total to about $200,000,000.  
Counsel for Marathon Structured Finance Fund L.P. and Mendocino
Redwood Company, LLC, argued that the Diminution Claim is not
legal.

Nevertheless, the Court stayed the Administrative Claim Order
until July 18, 2008, to allow parties a reasonable opportunity to
seek an extension of the stay.  However, the stay is expressly
conditioned on BoNY, filing (i) a notice of appeal and (ii) a
motion for stay pending appeal, by no later than July 9, Central
Time, at 5:00 p.m.

The Court rendered as moot a request filed by Marathon and
Mendocino to compel BoNY to disgorge attorneys' fees and expenses
or offset them against any allowed Superpriority Claim.

At the July 7 hearing, Judge Schmidt allowed another
administrative claim by BoNY for $513,600,000 related to Scopac's
obligations to the Noteholders.

                       About Pacific Lumber

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

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

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

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

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

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

The Debtors' exclusive plan filing period expired on Feb. 29,
2008. (Scotia/Pacific Lumber Bankruptcy News, Issue No. 65;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Withdraws Bid for Approval of Repayment Agreement
-----------------------------------------------------------------
The Pacific Lumber Company and Scotia Pacific Company LLC had
sought the Court's approval of a repayment agreement wherein PALCO
and Scopac resolved unpaid log purchases by PALCO from Scopac in
January 2008, and certain related debts owed by Scopac to PALCO.

PALCO and Scopac notified the Court on June 27, 2008, that they
were withdrawing their Motion.  Rather than seek to resolve their
dispute through the Repayment Agreement, PALCO and Scopac have
instead elected to  treat their individual claims as
administrative expense claims, pursuant to Section 503(b) of the
Bankruptcy Court.

PALCO and Scopac reserve all of their individual rights, remedies
and defenses in connection with the administrative expense claims
contemplated, including but not limited to any rights of offset
or recoupment.

                       About Pacific Lumber

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

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

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

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

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

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

The Debtors' exclusive plan filing period expired on Feb. 29,
2008. (Scotia/Pacific Lumber Bankruptcy News, Issue No. 65;
http://bankrupt.com/newsstand/or 215/945-7000).


PARK CAPITAL: Owner Depletes Investors' Money; Attempts Suicide
---------------------------------------------------------------
Michael Jinyong Park, 41, owner of Park Capital Management Group,
tried to commit suicide a week after telling investors in a letter
that their funds are gone, Naomi Snyder at Tennessean reports.

Mr. Park is currently under treatment at Vanderbilt University
Medical Center, Tennessean says.  The stockbroker, found Wednesday
at his Davidson County home with a cut to his wrist and a stab
wound to his abdomen, was rushed to the hospital, the report says.

According to the report, at a time when the stock market was
failing, investors were promised a 20% annual return by "the
seemingly smart and successful stockbroker who rides a Mercedes
and a Porsche."

Michael Siriyutwatana, 37 and owner Royal Thai restaurants in
Nashville, had entrusted his retirement fund to Mr. Park,
Tennessean notes.  Mr. Siriyutwatana said that Mr. Park was
friendly and charismatic.  The stockbroker also assured him that
his money were invested on stock options.  Mr. Siriyutwatana
received regular account statements from real brokerage, 1st
Discount Brokerage, Tennessean says.  Mr. Siriyutwatana also
issued checks to Park Capital, which isn't listed at The Financial
Industry Regulatory Authority, Tennessean states.

In his letter, Mr. Park informed investors that their account with
Park Capital "has no current liquid value," Tennessean relates.  
Mr. Park apologized to his investors and said that funds with 1st
Discount is still available, Tennessean notes.  He added that he
intends to talk to them and explain.

Tennessean says that both Mr. Park and 1st Discount were
unavailable to comment on the news.  The Vanderbilt hospital
refused to give update on the stockbroker's condition.

John McLemore, Esq., Mr. Park's counsel, said that he probably
will request for the suspension of his client's bankruptcy case
due to the suicide attempt, Tennessean says.

Will Cheek III, Esq., and Bill Norton, Esq., were asked to
represent various investors who are owed from $40,000 to more than
$1 million, Tennessean notes.

Michael Jinyong Park, together with his wife and two children,
lives at 133 Woodward Hills Place in Brentwood, Tennessee, on a
$1.7 million home.  He owns Park Capital Management Group.  He
currently faces various complaints with the FINRA.  He was barred
from selling securities in 2000 after being accused of violating
securities laws.  FINRA said that Mr. Park was fired from Edward
Jones in 1998, and from Raymond James Financial in 2000.


PMI GROUP: Moody's Downgrades Junior Subordinated Debt to Ba1
-------------------------------------------------------------
Moody's Investors Service has downgraded to A3 from Aa2 the
insurance financial strength ratings of The PMI Group's US
mortgage insurance subsidiaries, including PMI Mortgage Insurance
Co. and PMI Insurance Co., and has downgraded to A3 from Aa3 the
IFS ratings of PMI Mortgage Insurance Company Limited, and PMI
Guaranty Co., a provider of credit enhancement products.

Moody's also downgraded The PMI Group's senior debt to Baa3 from
A1 and junior subordinated debt to Ba1 from A2.  The rating
outlook for these companies is negative.  Moody's also downgraded
to Aa3 from Aa2 the IFS rating of PMI Mortgage Insurance Ltd.,
which remains under review for possible downgrade.

The rating actions conclude reviews for possible downgrade that
were initiated on Jan. 31, 2008, and reflect the deterioration in
MIC's capital adequacy and medium term profitability prospects,
the firm's limited financial flexibility, and potential capital
remediation strategies.  

The rating agency said that, while US mortgage insurance demand
and new business quality have both improved in recent months,
performance of MIC's exposures originated prior to 2008 has eroded
capitalization and those exposures remain vulnerable to further
economic deterioration.

Moody's said that the performance of MIC's insured portfolio has
deteriorated meaningfully across all segments of its primary book,
but the rate of deterioration is more pronounced for MIC's sizable
Alt A, variable rate and interest only exposures.

The rating downgrade to A3 reflects Moody's view that MIC's higher
than industry average delinquency statistics and risk-to-capital
ratio positions the company's capital adequacy at the lower end of
the range for those mortgage insurers that continue to write new
business.

Moody's said that franchise strength and the ability to withstand
cyclical downturns are key factors in its analysis of a mortgage
insurer's business and financial profile.  Mortgage insurers
derive a substantial portion of their franchise strength from the
value that they provide to government-sponsored enterprises
involved in residential mortgage finance by allowing them to
participate in the high-loan-to-value portion of the mortgage
market.

MIC insures 13% of the conforming loan market and is a significant
counterparty to the GSEs.  Moody's said that MIC and other
mortgage insurers are poised to benefit from the GSEs' increasing
penetration of the mortgage origination market, resulting in
higher new business volume, improving underwriting criteria and
greater pricing power.

Fannie Mae and Freddie Mac recently modified their minimum
guideline requirements for mortgage insurers, including the
elimination of rating triggers, and Freddie Mac confirmed MIC's
designation as an approved "Type 1" insurer, allowing the firm to
continue to write new GSE-eligible business.  

Moody's said that MIC's ability to retain its status as a Type 1
insurer will be an important rating consideration for the company
going forward.  In evaluating capital adequacy, Moody's has
segmented the insured portfolio by vintage, delivery channel
(flow, bulk, pool) and borrower quality.

Portfolio loss estimates were derived using a stochastic
simulation model which applies estimates of expected and stress
losses for each strata of risk.  The model also incorporates the
impact of projected premiums on the insured portfolio, as well as
the benefit of reinsurance provided by mortgage lender captives
and through other third-party reinsurance arrangements.

Capital resources were then compared to the present value of
projected net losses using a standard benchmark for capital
adequacy at a range of rating levels.  Moody's also considered the
company's capital position relative to regulatory capital
requirements.  For MIC's mortgage insurance portfolio overall,
capitalization is considered adequate to support the revised
rating, and the company is currently within regulatory limits.

According to Moody's, the downgrade of PMI Europe and PMI Guaranty
reflect the uncertainty of business prospects for these entities,
offset by explicit support provided by MIC.  The downgrade of PMI
Australia's rating to Aa3 takes into account the reduced benefit
of the support provided from MIC after due consideration of the
strength of its business franchise.

The review of PMI Australia's rating for possible downgrade will
focus on the company's ability to execute capital strengthening
initiatives to stabilize its capital position and regulatory
capital cushion.

The downgrade of The PMI Group's senior debt rating to Baa3
reflects its subordination to the policyholders of the insurance
operating companies, as well as the group's reduced financial
flexibility.  

The PMI Group has drawn $200 million of its bank credit facility,
and holding company liquidity is currently sufficient to meet
fixed charge obligations over the medium term, including the
upcoming $45 million debt maturity in November, 2008.  The
company's bank credit facility comes due in 2011.

The negative rating outlook reflects the potential for further
adverse development within the group's insured portfolio and its
diminished ability to economically address potential capital
shortfalls should markets continue to worsen.

Moody's downgraded these ratings and changed the rating outlook to
negative:

  -- PMI Mortgage Insurance Co. -- insurance financial strength to
     A3 from Aa2

  -- PMI Insurance Co. -- insurance financial strength to A3 from
     Aa2

  -- PMI Mortgage Insurance Company Limited (PMI Europe) --
     insurance financial strength to A3 from Aa3

  -- PMI Guaranty Co. -- insurance financial strength to A3 from
     Aa3

  -- The PMI Group, Inc. -- senior debt to Baa3 from A1; junior
     subordinated debt to Ba1 from A2; provisional senior debt to
     (P)Baa3 from (P)A1; provisional subordinate debt to (P)Ba1
     from (P)A2; provisional preferred stock to (P)Ba2 from (P)A3.

This rating was downgraded and continues to be under review for
possible further downgrade:

  -- PMI Mortgage Insurance Ltd. (PMI Australia) -- insurance
     financial strength to Aa3 from Aa2

Headquartered in Walnut Creek, California, The PMI Group, Inc.
(NYSE: PMI) is the holding company for PMI Mortgage Insurance Co.,
including its wholly owned subsidiaries and affiliated companies
in Australia, Europe and Asia.  The PMI Group, Inc. also owns a
50% interest in CMG Mortgage Insurance Co., a 42% interest in FGIC
Corporation and a 23.7% interest in RAM Reinsurance Company Ltd.

Through its wholly owned subsidiaries and partial interest in
affiliated companies, PMI offers residential mortgage insurance
and credit enhancement products, financial guaranty insurance, and
financial guaranty reinsurance.  PMI has operations in Asia,
Australia and New Zealand, Europe, and the United States.


QUICKSILVER RESOURCES: Moody's Changes Outlook to Stable from Pos.
------------------------------------------------------------------
Moody's Investors Service changed the outlook for Quicksilver
Resources Inc. (Ba3 CFR) to stable from positive following the
company's statement that it will acquire assets in the Fort Worth
Basin (Barnett Shale) for $1.307 billion.

The transaction significantly increases Quicksilver Resources'
leverage and further concentrates its property base, making an
upgrade unlikely over the next 12-18 months.  The change in
outlook also reflects the unexpected scale of the acquisition,
particularly following the recent note offering and the company's
ongoing focus on organic growth.

Maintenance of the stable outlook will be subject to the company's
execution on its plans to meaningfully reduce leverage following
the transaction as well as meeting its targets for growth in
reserves and production.

Quicksilver Resources estimates that the properties to be acquired
contain more than 1 Tcf (166.7 MMBoe) of recoverable natural gas
resources including approximately 350 Bcf (58.3 MMBoe) of proved
reserves, of which approximately 40% are proved developed.  
Current average daily production for these properties is
approximately 45 MMcf/d (7,500 Boe/d).

Based on current reserves and production, the purchase price is a
very high $22.41/Boe and $174,300/Boe per day.  Consideration in
the transaction includes $1 billion in cash and $307 million in
Quicksilver Resources common stock.

The cash portion will be funded with a $700 million 30-month term
loan and borrowings of approximately $300 million from Quicksilver
Resources' existing credit facility.  The recently issued senior
unsecured notes will receive the same security as the new term
loan.

The transaction significantly increases Quicksilver Resources'
leverage, particularly in terms of debt relative to proved
developed reserves and production.  As a result of the
transaction, Quicksilver Resources' debt/PD increases to
approximately $11.53/Boe from $6.96/Boe prior to the transaction
while its debt/average daily production increases to approximately
$49,200/Boe per day from $31,400/Boe per day.  

To retain the stable outlook, Moody's would look for Quicksilver
Resources to reduce its debt/PD to less than $9/Boe by the end of
2008 through a combination of debt reduction and reserve
additions.

While the acquired properties are near Quicksilver Resources'
existing position in the Barnett Shale and provide a good
strategic fit, the transaction increases the level of Quicksilver
Resources' concentration in this one geographic area.  It also
places a strain on what was already a full program of development
on Quicksilver Resources' existing acreage both in the Barnett
Shale and in prospective areas elsewhere.

Headquartered in Fort Worth, Texas, Quicksilver Resources Inc.


RIDGEVIEW PROFESSIONAL: Case Summary & 26 Largest Creditors
-----------------------------------------------------------
Lead Debtor: Ridgeview Professional Complex, L.L.C.
             1070 Horizon Ridge Parkway, Suite 100
             Henderson, NV 89012

Bankruptcy Case No.: 07-17833

Debtor-affiliate filing separate a Chapter 11 petition on July 9,
2008:

        Entity                                     Case No.
        ------                                     --------
        BDJ Tuscany I Place, LLC                   08-17437

Debtor-affiliate filing separate a Chapter 11 petition on May 28,
2008:

        Entity                                     Case No.
        ------                                     --------
        Caritas Plaza, LLC                         08-15517

Debtor-affiliate filing separate a Chapter 11 petition on December
21, 2007:

        Entity                                     Case No.
        ------                                     --------
        Cantern Corp.                              07-18630

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Corinthian Hills, L.L.C.                   07-17834
        Gobbles, L.L.C.                            07-17835

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

Chapter 11 Petition Date: November 27, 2007

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtors' Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

Financial Condition of debtors filing separate Chapter 11
petitions:

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Ridgeview Professional      $1 Million to          $1 Million to
Complex, L.L.C.             $100 Million           $100 Million

Corinthian Hills, L.L.C.    $1 Million to          $1 Million to
                            $100 Million           $100 Million

Gobbles, L.L.C.             $1 Million to          $1 Million to
                            $100 Million           $100 Million

Financial Condition of debtor filing separate a Chapter 11
petition on December 21, 2007:

                            Total Assets           Total Debts
                            ------------           -----------
Cantern Corp.               $16,000,155            $9,793,898

Financial Condition of debtor filing separate a Chapter 11
petition on May 28, 2008:

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Caritas Plaza, LLC            $10 million to        $10 million to
                                 $50 million           $50 million

Financial Condition of debtor filing separate a Chapter 11
petition on July 9, 2008:

                            Total Assets           Total Debts
                            ------------           -----------
Cantern Corp.               $14,000,131            $13,013,756


A. Ridgeview Professional Complex, LLC's Four Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Reeves Construction Co.        goods and services        $100,000
1070 Horizon Ridge Parkway,
Suite 100
Henderson, NV 89012

Lamb Asphalt                   goods and services         $24,313
2516 Losee Road
North Las Vegas, NV 89030

K.J.E. Consulting Engineers,   goods and services         $23,102
Inc.
4130 Sandhill Avenue,
Suite A-15
Las Vegas, NV 89121

Project X                      goods and services            $320

B. Corinthian Hills, LLC's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
John Marchiano, Esq.           legal services             $10,000
218 Lead Street
Henderson, NV 89015

C. Gobbles, LLC's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
K.J.E. Consulting Engineers,   goods and services         $11,001
Inc.
4130 Sandhill Avenue,
Suite A-15
Las Vegas, NV 89121

Dupont Engineering             goods and services          $8,475
4420 South Arvile Street,
Suite 1
Las Vegas, NV 89103

D. Cantern Corp's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Clark County Treasurer         real property         $24,584
P.O. Box 551220                taxes
500 S. Grand Central Parkway
Las Vegas, NV 89155-1220

Bracewell & Giuliani           legal fees            $20,000

Marcus Marsden                 legal fees            $18,000

Mark Holland                   legal fees            $13,625

Sheef & Stone                  legal fees            $13,000

Bank of Texas                  indenture trustee     $10,000
                               services

Michelene Bledsoe              unknown               $7,200

Julie Martinez                 assigned loan from    $5,000
                               Simms

Simms Financial                loan                  $5,000

Mortuary Financial             loan                  $5,000

Barack Ferrazzano, et al       legal fees            $4,933

Tim Raso                       director's fees       $4,800

Payne, Smith & Jones           accounting services   $3,057

Delaware Secretary of State    tax                   $2,311

Surety Bank                    office rent           $1,050

Cullen Turner                  clerical services     $680

Moseley & Moseley              legal fees            $526

Securities Transfer Co.        stock handling        $450
                               services

E. Caritas Plaza, LLC does not have any creditors that are not
   insiders.

F. BDJ Tuscany I Place, LLC Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Clark County Treasurer         property taxes        $13,756
500 S. Grand Central Pkwy.
P.O. Box 551220
Las Vegas, NV 89155


RITE AID: Closes $820MM Refinancing Aimed at Funding Tender Offers
------------------------------------------------------------------
Rite Aid Corporation completed a refinancing that includes a new
$350 million senior secured term loan due 2014, and $470 million
of new 10.375% senior secured notes due 2016.  

The company said it used the proceeds from the refinancing to fund
tender offers and consent solicitations of the company's
8.125% senior secured notes due 2010, 9.25% senior notes due 2013
and 7.5% senior secured notes due 2015.

"This refinancing gives us greater flexibility to support our
business plans in an environment that includes worries about a
lengthy recession and continued uncertainty of the capital
markets," Mary Sammons, Rite Aid chairman, president and CEO,
said.

Rite Aid reported that approximately $348.9 million aggregate
principal amount of its 8.125% senior secured notes due 2010
(CUSIP 767754BFO), approximately $144.0 million of its
9.25% senior notes due 2013 (CUSIP 767754BH6) and approximately
$199.6 million aggregate principal amount of its 7.5% senior
secured notes due 2015 (CUSIP 767754BK9) have been tendered and
accepted for payment.

This represents approximately 96.9% of the outstanding 2010 notes,
approximately 95.9% of the outstanding 2013 notes and
approximately 99.7% of the outstanding 2015 notes.  Rite Aid also
delivered notice that it has called for redemption and discharge
of all remaining 2015 notes.

The proposed amendments to the indentures governing the 2010, 2013
and 2015 notes, which eliminate or modify substantially all
restrictive covenants and certain events of default, release the
subsidiary guarantees under the 2010, 2013 and the 2015 notes and
release all the collateral securing the obligations of the
subsidiary guarantors under the 2010 and 2015 notes, became
effective upon closing of the tender offer.

Consistent with Rite Aid's disclosure that charges from the
refinancing could impact net loss, the company revised its net
loss and net loss per share guidance for fiscal 2009.  The
refinancing increases interest expense by approximately $5 million
and increases loss due to debt modifications and retirements by
approximately $35 million.

As a result, the company said it expects the net loss to be
between $300 million and $415 million and diluted loss per share
to be between $.39 and $.52 per share as compared to previous
guidance of a net loss of between $260 million and $375 million or
a loss per diluted share of $.34 to $.48.  The company said that
charges from the refinancing had no impact on its sales, same
store sales and adjusted EBITDA guidance.

                  About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain        
with more than 5,000 stores in 31 states and the District of
Columbia.

                           *     *     *

As reported in the Troubled Company Reporter on Jun 10, 2008,
Moody's Investors Service assigned a Caa2 (LGD6, 95%) rating to
Rite Aid Corporation's new $158 million 8.5% convertible notes and
affirmed the company's existing long-term debt rating.  At the
same time, the company's outlook was revised to negative and its
speculative grade liquidity rating was lowered to SGL-4 from
SGL-3.


RMIW LLC: Wants to Hire Tow & Koenig as Bankruptcy Counsel
----------------------------------------------------------
RMIW LLC, aka RMIW LLC of Texas, asked the U.S. Bankruptcy Court
for the Southern District of Texas for authority to employ Tow &
Koenig, PLLC as its bankruptcy counsel.

Tow & Koenig is expected to, among others, prepare and file
schedules and a statement of financial affairs, negotiate with
creditors and handle routine motions, file objections, and perform
all legal matters that are necessary for the completion of the
case.

Truman L. Wright agreed to pay Tow & Koenig a $10,000 retainer
which will be placed in an account, as required by the U.S.
Trustee's office, on behalf of the Debtor.  The firm's normal
hourly rates is $375 per hour for Julie M. Koenig, Esq., and
Rodney Tow, Esq., and $50 to $60 for para professionals.

The Debtor said that Tow & Koenig does not have any connections
with the debtor, creditors, any other party in interest.

The firm can be reached at:

   Julie M. Koenig, Esq.
   Tow & Koenig, PLLC
   26219 Oak Ridge Drive
   The Woodlands, Texas 77380
   http://www.yourbankruptcylaw.com/

                         About RMIW LLC

Conroe, Texas-based R.M.I.W. LLC, aka R.M.I.W. LLC of Texas, filed
its chapter 11 petition on May 23, 2008 (Bankr. S.D. Texas Case
No. 08-33284).  Judge Jeff Bohm presides over the case.  Julie
Mitchell Koenig, Esq., at Tow and Koenig PLLC represents the
Debtor in its restructuring efforts.  The Debtor listed total
assets of $60,700,300 and total debts of $7,786,127 when it filed
for bankruptcy.


SEALY CORP: Clarifies Info on Supplier, Leases and Wage Policies
----------------------------------------------------------------
Sealy Corporation filed with the Securities and Exchange
Commission copies of correspondence with the staff of the
Commission regarding certain comments the SEC made with respect to
the company's:
        
           -- Form 10-K for the year ended December 2, 2007;
           -- Form 10-Q for the quarter ended March 2, 2008; and
           -- Schedule 14A filed on March 31, 2008
        
In April 2008, Rufus Decker, the SEC's Accounting Branch Chief,
sent a letter to Jeffrey C. Ackerman, Sealy Corp.'s Chief
Financial Officer, asking the company to clarify, among other
things:
        
     -- its dependence on a single supplier for visco-elastic
        components and whether the company has entered into a
        supply agreement with the supplier of visco-elastic
        components; and
        
     -- whether the company is not a beneficiary in a variable
        interest entity at December 2, 2007, and whether it has
        a significant variable interest in any variable interest
        entities for which the company determined it is not the
        primary beneficiary.
        
The SEC staff asked the company to disclose how it accounts for
(a) step rent provisions and escalation clauses and (b) capital
improvement funding and other lease concessions, which may be
present in the company's leases.
        
The SEC staff also asked the company to elaborate in future
filings its compensation policy.  The SEC staff explained that,
from the company's regulatory filings, it appears that increases
may be given as necessary to provide base compensation equal to
the market median level, or to keep them consistent with an
overall salary percentage increase budget applicable to all
domestic employees; however the operation of the overall policy is
unclear from this disclosure.
        
On behalf of Sealy Corp., Kenneth L. Walker, Esq., the company's
Senior Vice President and General Counsel, advised the commission
that Sealy has a supply agreement with one of its vendors under
which the company purchases both visco-elastic components and foam
material used in the production process.  Mr. Walker said the
company purchases a significant amount of foam materials under the
terms of the supply agreement.

However, Sealy is not dependent on the supplier as a sole source
for foam materials and could obtain the materials from other
sources if necessary, Mr. Walker said.
        
Mr. Walker did add that the vendor, which he did not name,
represents the company's sole source of visco-elastic components.  
"Visco-elastic products are considered part of our specialty
bedding category.

However, our business is not dependent on sales of products using
visco-elastic components.  For the fiscal year ended December 2,
2007 and the quarter ended March 2, 2008, sales of visco-elastic
product represent less than 5% of total domestic sales for the
respective periods," Mr. Walker said.
        
Mr. Walker said disclosing the contract as an exhibit to Sealy's
Form 10-K filing with the Commission is not warranted.
        
Mr. Walker also noted that Sealy is not a beneficiary in any
variable interest entity at December 2, 2007.  "[W]e do not have a
significant variable interest in any variable interest entity for
which we are not the primary beneficiary," he said.
        
Mr. Walker also related that normally, rental on an operating
lease will be charged to expense over the lease term as it becomes
payable.  If rental payments are not made on a straight-line
basis, rental expense nevertheless will be recognized on a
straight-line basis unless another systematic and rational basis
is more representative of the time pattern in which use benefit is
derived from the leased property, in which case that basis will be
used.  According to Mr. Walker, Sealy uses a straight-line basis
for recognizing lease expense in these situations as that method
is thought to provide the most representative measure of the time
pattern over which the benefit from the leased property will
occur.
        
Mr. Walker noted that Sealy doesn't have any leases in which there
are provisions for capital improvement funding or other lease
concessions except for free rent periods.
        
Mr. Walker also shared that Sealy has the option to renew certain
plant operating leases, with the longest renewal period extending
through 2033.  Most of the operating leases provide for increased
rent payments through increases in general price levels.  He said
the company recognizes rent expense in these situations on a
straight-line basis over the lease term.  Additionally, some of
the leases provide for contingent rental payments based on the use
of the leased assets or adjustments to future payments based on
specified indices.  Contingent payments directly related to the
use of the assets and future adjustments of payments based on
indices are expensed in the period in which the use of the asset
occurs and are not included in the schedule of future minimum
annual operating lease commitments.
        
Mr. Walker also disclosed that Sealy Corp., Sealy Mattress
Corporation -- a 100% owned subsidiary of Sealy -- and each of the
subsidiaries of Sealy Mattress Company that guarantee the
company's 8.25% Senior Subordinated Notes due in 2014 have fully
and unconditionally guaranteed, the obligation to pay the 2014
Notes.
        
Mr. Walker added that Sealy's compensation policy with respect to
promotional salary increases from one salary grade to a higher
salary grade normally results in a base salary increase of between
7% and 15%.  This is intended to make the promoted employee's
salary consistent with other company employees in the higher
salary grade and market data.

                   About Sealy Corporation

Headquartered in Trinity, North Carolina, Sealy Corporation (NYSE:
ZZ) -- http://www.sealy.com/-- manufactures and markets a broad    
range of mattresses and foundations under the Sealy(R), Sealy
Posturepedic(R), Stearns & Foster(R), and Bassett(R) brands.  
Sealy operates 26 plants in North America.  

According to the Troubled Company Reporter on May 6, 2008, Sealy
Corp.'s balance sheet at March 2, 2008, showed total assets of
$1.0 billion and total liabilities of $1.1 billion, resulting in a
total shareholders' deficit of about $130.0 million.  Sealy
Corp.'s board of directors has voted to suspend the company's
quarterly dividend to increase the company's financial flexibility
and enable it to better allocate its capital and enhance
shareholder returns over time.


SIRIUS SATELLITE: Provides Post-XM Merger Financial Guidance
------------------------------------------------------------
SIRIUS Satellite Radio Inc. related financial guidance for 2009
assuming the completion of the merger of SIRIUS and XM Satellite
Radio Holdings Inc.  Based upon the company's preliminary
analysis, it announced that:

   -- Total synergies, net of the costs to achieve such synergies,
      for the combined company are expected to be approximately
      $400 million in 2009;

   -- Adjusted EBITDA for the combined company is expected to be
      approximately $300 million in 2009.  Adjusted EBITDA is net
      income/(loss) before interest and investment income,
      interest expense (net of amounts capitalized), depreciation
      expense, and non-cash stock compensation expense; and

   -- The combined company is expected to achieve positive free
      cash flow, before satellite capital expenditures, for the
      full year 2009.

To date, neither SIRIUS nor XM has reported positive adjusted
EBITDA or achieved free cash flow for a full year.

"The upside potential from this merger is significant," Mel
Karmazin, SIRIUS Chief Executive Officer and the previously
announced CEO of the combined SIRIUS and XM, said.  "In addition,
the synergies, adjusted EBITDA and free cash flow are expected to
continue to grow in subsequent years, and we look forward to
providing more detail of this growth in coming months."

As disclosed in the Troubled Company Reporter on June 17, 2008,
the closing of the pending merger remains subject to the approval
from the Federal Communications Commission and satisfaction of
other applicable conditions, including the refinancing of certain
XM debt.  On March 24, 2008, the U.S. Department of Justice
informed SIRIUS and XM that it had ended its investigation into
the pending merger, that it had concluded that the merger is not
anti-competitive, and that it will allow the transaction to
proceed. SIRIUS and XM each obtained stockholder approval for the
pending merger in November 2007.

The company's financial guidance for total net synergies, adjusted
EBITDA and free cash flow assumes, among other things: that the
merger will be consummated in the third quarter of 2008; that XM
will incur certain incremental interest expense as a result of
refinancing certain of its debt; that the combined company will
realize certain additional advertising and subscriber revenue
synergies as a result of the merger; and that the combined company
will achieve cost savings and efficiencies in nearly all aspects
of its operations.  No assurance can be given that any of these
objectives will be met or that the amount of incremental interest
at XM will not exceed that anticipated by the company.

Furthermore, the company's financial guidance also assumes that
the combined company will, following the consummation of the
merger, immediately take steps in nearly all operational areas to
rationalize its operations and realize the expected synergies in a
timely manner, but no assurance can be given that the necessary
measures to realize expected synergies will be implemented in a
timely manner.

When the merger was structured, the parties determined that SIRIUS
would be the surviving public parent company and that XM would
become a subsidiary of SIRIUS.  As a result, the preponderance of
XM's existing debt will require refinancing in connection with the
merger.  Because of the refinancing, the combined company expects
XM to incur incremental interest expense as a result of
refinancing certain of its debt.  Principally as a result of this
higher interest expense at XM, among other factors, substantially
more of the free cash flow before satellite capital expenditures
in 2009 is forecast to be realized at SIRIUS, the parent company,
than at XM.  In addition, SIRIUS and XM expect to refinance
certain debt in 2009 that is scheduled to mature during that year.

                 About XM Satellite Radio Holdings

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. (Nasdaq: XMSR) -- http://www.xmradio.com/-- is a satellite     
radio company.  The company broadcasts live daily from studios in
Washington, DC, New York City, Chicago, Nashville, Toronto and
Montreal.  

The company also provides satellite-delivered entertainment and
data services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki
and Toyota.

At March 31, 2008, the company's consolidated balance sheet showed
$1.7 billion in total assets, $2.7 billion in total liabilities,
$60.2 million in minority interest, resulting in a $1.1 billion
total stockholders' deficit.

                     About SIRIUS Satellite

Headquartered in New York, SIRIUS Satellite Radio Inc. (Nasdaq:
SIRI) http://www.sirius.com/-- provides satellite radio services    
in the United States.  

The company offers over 130 channels to its subscribers 69
channels of 100.0% commercial-free music and 65 channels of
sports, news, talk, entertainment, data and weather.

Subscribers receive the company's service through SIRIUS radios,
which are sold by automakers, consumer electronics retailers,
mobile audio dealers and through the company's website.

As of March 31, 2008, SIRIUS radios were available as a factory
and dealer-installed option in 125 vehicle models and as a dealer
only-installed option in 29 vehicle models.

As reported in the Troubled Company Reporter on May 14, 2008, the
company's balance sheet at March 31, 2008, showed $1.5 billion in
total assets and $2.3 billion in total liabilities, resulting in a
$839.4 million total stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 6, 2008,
Standard & Poor's Ratings Services revised the CreditWatch
implications of the ratings on Sirius Satellite Radio Inc.
(CCC+/Watch Developing/--) to developing from positive.  S&P
originally placed the ratings on CreditWatch, with positive
implications, on Feb. 20, 2007, based on the company's definitive
agreement to an all-stock "merger of equals" with XM
Satellite Radio Holdings Inc. (CCC+/Watch Developing/--).


STANDARD PACIFIC: Closes First Phase of MatlinPatterson Financing
-----------------------------------------------------------------
Standard Pacific Corp. closed the first phase of the $530 million
equity commitment from MatlinPatterson Global Advisers LLC.

This closing resulted in MatlinPatterson purchasing approximately
$381 million of a new series of Standard Pacific senior
convertible preferred stock, which, subject to stockholder
approval, will be convertible into 125 million shares of Standard
Pacific common stock at a conversion price of $3.05 per share.  
Additionally, MatlinPatterson exchanged $128.5 million of Standard
Pacific's senior and subordinated debt for warrants to acquire
preferred stock, potentially convertible into 89.4 million shares
of Standard Pacific common stock at a common stock equivalent
exercise price of $4.10 per share.

This closing was contingent upon Standard Pacific amending its
bank credit facilities, which has also been successfully
completed.  As part of the amendment, Standard Pacific reduced its
total commitment under the revolving credit facility from
$500 million to $395 million, paid down its revolver balance from
$90 million to $55 million and its Term Loan A balance from
$100 million to $65 million, agreed to make quarterly principal
amortization payments of $2.5 million under each of the revolver
and Term Loan A and agreed to secure future borrowings.

The financial covenants contained in the Revolver and Term Loan A
credit facilities were modified to eliminate consolidated tangible
net worth, leverage, unsold land and minimum interest coverage
covenants, and the borrowing base and limitations on joint venture
investments were also eliminated.  The amended credit facilities
contain a new liquidity test requiring the company to maintain
either a minimum ratio of cash flow from operations to
consolidated home building interest incurred or a minimum
liquidity reserve and also prohibit, subject to various
exceptions, the repurchase of capital stock, payment of dividends
and the incurrence and early repayment of debt.

The financial covenants, including the elimination of the
borrowing base, and certain other provisions of the company's
$225 million Term Loan B were automatically amended to match those
of the Revolver and Term Loan A as of the effective time of the
amendment.

"With the closing of the first phase of MatlinPatterson's
investment, the amendment to our credit facilities, and with a
substantial increase in our cash on hand we believe we are well
positioned to weather the current housing downturn and to take
advantage of new opportunities as they arise," Jeffrey V.
Peterson, Standard Pacific's Chairman, CEO and President said.  
"In addition, we look forward to moving ahead to complete the
second phase of the MatlinPatterson transaction, our previously
announced $152.5 million ($3.05 per share) transferable rights
offering for approximately 50 million shares of common stock, in
which stockholders of record will be eligible to participate on a
pro-rata ownership basis."

MatlinPatterson has agreed to purchase any unsubscribed shares in
the rights offering in the form of preferred stock.

                     About Standard Pacific

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE:SPF) -- http://www.standardpacifichomes.com/-- operates in        
many of the largest housing markets in the country with operations
in major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage, Universal Land Title of South Florida and
SPH Title.  

                  Covenant Noncompliance Waiver

As reported in Troubled Company Reporter on May 14, 2008, Standard
Pacific Corp. obtained preliminary consent from its bank group,
subject to the group's receipt, review and execution of final
documentation, to further extend the waiver until Aug. 14, 2008,
and to expand the waiver's scope.  

The company related that it was not in compliance with the
consolidated tangible net worth and leverage covenants contained
in its revolving credit facility, $100 million Term Loan A and
$225 million Term Loan B as of March 31, 2008.

                  Below Investment Grade Ratings

As reported in the Troubled Company Reporter on May 22, 2008,
Fitch Ratings has downgraded Standard Pacific Corp.'s ratings as:
(i) issuer default rating to 'B-' from 'B+'; (ii) senior unsecured
to 'B-/RR4' from 'B+/RR4'; (iii) unsecured borrowings under its
bank revolving credit facility to 'B-/RR4' from 'B+/RR4'; and (iv)
senior subordinated debt to 'CCC/RR6' from 'B-/RR6'.

As reported in the Troubled Company Reporter on May 20, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B-' from 'B+'.  At the same time, S&P lowered the subordinated
debt rating to 'CCC' from 'B-' and placed all ratings on the
company on CreditWatch with negative implications.  These actions
affect approximately $1.3 billion of unsecured notes.

As reported in the Troubled Company Reporter on May 15, 2008,
Moody's lowered the ratings of Standard Pacific Corp., including
its corporate family rating to B2 from B1, its senior unsecured
notes to B2 from B1, and its senior subordinated notes to Caa1
from B3.  The SGL-3 liquidity assessment was affirmed.  The
ratings outlook is negative.

  
STARDARD PACIFIC: Inks 4th Supplemental Indenture with BoNY Trust
-----------------------------------------------------------------
Standard Pacific Corp. entered into a fourth supplemental
indenture with the guarantors and the Bank of New York Trust
Company, N.A., which amends the company's senior subordinated
indenture dated April 10, 2002.

The fourth supplemental indenture amends certain provisions of the
indenture, relating to and governing the terms of the company's
9-1/4% senior subordinated notes due 2012.  Such provisions were
amended to be consistent with the analogous, less restrictive
provisions in the company's fourth supplemental indenture to its
senior indenture pursuant to which the company's 7-3/4% senior
notes due 2013 were issued.

In particular, the bank credit facilities basket of the third
supplemental indenture was increased from $450 million to
$550 million and the limitations on restricted payments in the
third supplemental indenture were amended to be consistent with
the senior supplemental indenture.  In addition, the definitions
of "Consolidated Tangible Net Worth" and "Restricted Investment"
contained in the third supplemental indenture were amended to be
consistent with the analogous definitions in the senior
supplemental indenture.

As required by the indenture in order to effect the amendment, the
company obtained the written consent of the holders of at least a
majority in principal amount of the outstanding Notes.  Such
consent was provided on May 22, 2008.

A full-text copy of the Fourth Supplemental Indenture is available
for free at http://ResearchArchives.com/t/s?2f55

                     About Standard Pacific

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE:SPF) -- http://www.standardpacifichomes.com/-- operates in        
many of the largest housing markets in the country with operations
in major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage, Universal Land Title of South Florida and
SPH Title.  

                  Covenant Noncompliance Waiver

As reported in Troubled Company Reporter on May 14, 2008, Standard
Pacific Corp. obtained preliminary consent from its bank group,
subject to the group's receipt, review and execution of final
documentation, to further extend the waiver until Aug. 14, 2008,
and to expand the waiver's scope.  

The company related that it was not in compliance with the
consolidated tangible net worth and leverage covenants contained
in its revolving credit facility, $100 million Term Loan A and
$225 million Term Loan B as of March 31, 2008.

                    Below Investment Grade Ratings

As reported in the Troubled Company Reporter on May 22, 2008,
Fitch Ratings has downgraded Standard Pacific Corp.'s ratings as:
(i) issuer default rating to 'B-' from 'B+'; (ii) senior unsecured
to 'B-/RR4' from 'B+/RR4'; (iii) unsecured borrowings under its
bank revolving credit facility to 'B-/RR4' from 'B+/RR4'; and (iv)
senior subordinated debt to 'CCC/RR6' from 'B-/RR6'.

As reported in the Troubled Company Reporter on May 20, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B-' from 'B+'.  At the same time, S&P lowered the subordinated
debt rating to 'CCC' from 'B-' and placed all ratings on the
company on CreditWatch with negative implications.  These actions
affect approximately $1.3 billion of unsecured notes.

As reported in the Troubled Company Reporter on May 15, 2008,
Moody's lowered the ratings of Standard Pacific Corp., including
its corporate family rating to B2 from B1, its senior unsecured
notes to B2 from B1, and its senior subordinated notes to Caa1
from B3.  The SGL-3 liquidity assessment was affirmed.  The
ratings outlook is negative.

  
SW DALLAS: Secured Creditor Balks at Cash Collateral Use
--------------------------------------------------------
SW Dallas L.P. asks permission from the U.S. Bankruptcy Court for
the Northern District of Texas to use the cash collateral of its
lenders.

The Debtor's secured creditors, Madison Capital Realty, Gregory
Lahr, and Dory Salem, Esq., claim liens on, among other things,
the Debtor's real property and rents.  The Debtor specifically
borrowed $18,750,000 from Madison, which is secured by first
priority liens on the Southwest Center Mall owned by the Debtor.

The Debtor tells the Court that it needs immediate use of the cash
collateral in order to continue running the business, and in
particular, operate the Southwest Center Mall.  The Debtor adds
that it can adequately protect the interests of the lenders by
providing post-petition liens and a priority claim in its Chapter
11 case.

                     Madison Capital Objects

Madison Capital relates that, due to a payment default, the
Southwest Mall was due for foreclosure on June 3, 2008, a day
after the Debtor filed for bankruptcy.  Prior to the foreclosure,
Madison was advised that a major tenant had left the SW Mall,
the security company hired by the Mall had quit or was terminated,
that escalators and elevators were in disrepair, and that the IRS
had served notice on tenants to pay rent directly to them.

Madison complained to the Court that the Debtor was clearly able
to pay its loan payments since, despite the problems at the mall,
it still incurred monthly operating income.  Although Madison does
not object to Debtor's use of cash collateral to operate the
SW Mall and preserve Madison's collateral, Madison does object to
the Debtor's use of cash collateral unless and until adequate
protections are put in place to insure that the Mall is properly
managed, that cash collateral is adequately secured, and that cash
collateral is in fact used to pay operating expenses as set forth
in the budget.

                        About SW Dallas

Arlington, Texas-based SW Dallas L.P. filed for Chapter 11
protection on June 2, 2008 (Bankr. N.D. Tex. Case No. 08-32706).  
Joyce W. Lindauer, Esq. represents the Debtor in its restructuring
efforts.  In its schedules, the Debtor disclosed total assets of
$25,006,243 and total debts of $17,996,825.


SW DALLAS: Wants to Employ Joyce Lindauer as Bankruptcy Counsel
---------------------------------------------------------------
SW Dallas L.P. seeks permission from the U.S. Bankruptcy Court for
the Northern District of Texas to employ Joyce W. Lindauer, Esq.
as its general bankruptcy counsel.  Ms. Lindauer will, among
others, assist and advise the Debtor with regard to its duties as
debtor-in-possession.

Ms. Lindauer tells the Court that she will be paid $250 per hour,
while legal assistants will be paid $50 to $75 per hour.

Ms. Lindauer assures the Court that she is a disinterested person
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Arlington, Texas-based SW Dallas L.P. filed for Chapter 11
protection on June 2, 2008 (Bankr. N.D. Tex. Case No. 08-32706).  
When the Debtor filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million, and estimated
debts of $1 million to $10 million.


SW DALLAS: Files List of 19 Largest Unsecured Creditors
-------------------------------------------------------
SW Dallas L.P. delivered to the U.S. Bankruptcy Court for the
Northern District of Texas a list of its 19 largest unsecured
creditors, disclosing:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
SUEZ Resources                     Vendor                $538,517
P.O. Box 25237
Lehigh Valley, PA 18002-5237

Reliant Energy                     Vendor                $408,308
P.O. Box 120954
Dallas, TX 75312-0954

Allied Barton Security Services    Vendor                $120,533
3606 Horizon Drive
Kind of Prussia, PA 19406

Hudson Energy                      Vendor                $116,768

Initial Security                   Vendor                $112,603

TXU                                Vendor                 $99,223

Carrier Corp.                      Vendor                 $67,905

Weiser Security                    Vendor                 $55,536

KONE                               Vendor                 $42,384

City of Dallas                     Vendor                 $37,581

Blackburn Insurance                Vendor                 $14,999

Colony Insurance Company           Vendor                 $13,640

LoneStar Logos & Signs LLC         Vendor                 $10,500

Xencom Facility Management         Vendor                  $9,999

CCP Dallas                         Vendor                  $8,952

Waste Management                   Vendor                  $8,428

Meadows Collier Reed Cousins       Vendor                  $7,075

AICCO                              Vendor                  $5,578

Mister Sweeper                     Vendor                  $4,971

Arlington, Texas-based SW Dallas L.P. filed for Chapter 11
protection on June 2, 2008 (Bankr. N.D. Tex. Case No. 08-32706).  
Joyce W. Lindauer, Esq. represents the Debtor in its restructuring
efforts.  In its schedules, the Debtor disclosed total assets of
$25,006,243 and total debts of $17,996,825.


SW DALLAS: Files Schedules of Assets & Liabilities
--------------------------------------------------
SW Dallas L.P. filed with the U.S. Bankruptcy Court for the
Northern District of Texas, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $25,000,000
  B. Personal Property                 $6,243
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $16,271,668
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $1,930
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $1,723,226
                                  -----------    -----------
     TOTAL                        $25,006,243    $17,996,825

Arlington, Texas-based SW Dallas L.P. filed for Chapter 11
protection on June 2, 2008 (Bankr. N.D. Tex. Case No. 08-32706).  
Joyce W. Lindauer, Esq. represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets of $10 million to $50 million, and
estimated debts of $1 million to $10 million.


SYNTAX-BRILLIAN: Epiq Bankruptcy Approved as Claims Agent
---------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Syntax-Brillian Corporation and its debtor-affiliates
permission to employ Epiq Bankruptcy Solutions, LLC as their
balloting, noticing, and claims agent.

Epiq Bankruptcy is expected to:

   a) notify all potential creditors of the filing of the Chapter
      11 petitions herein and of the setting of the first meeting
      of creditors, pursuant to Section 341(a) of the Bankruptcy  
      Code;

   b) file affidavits of service for all mailing, including a copy
      of each notice, a list of person to whom such notice was
      mailed, and the date mailed;

   c) maintain an official copy of the Debtors' bankruptcy
      schedules, listing creditors and amounts owed;

   d) furnish a notice of the last date for the filing of proofs
      of claim and a form for filing a proof of claim to creditors
      and parties-in-interest;

   e) docket all claims filed and maintain the official claims
      register on behalf of the clerk and provide to the clerk an
      exact duplicate thereof;

   f) specify in the claims register for each claim docket (i) the
      claim number, (ii) the date received, (iii) the name and
      address of the claimant, (iv) the file amount of the claim,
      if liquidate, and (v) the allowed amount of the claim;

   g) record all transfers of claims and provide notices of
      transfer as required pursuant to Federal Rule of Bankruptcy
      Procedures 3001(e);

   h) maintain the official mailing list for entities who have
      filed proofs of claim;

   i) mail the Debtors' disclosure statement, plan, ballots and  
      any other related solicitation materials to holders of
      impaired claims and equity interests;

   j) receive and tally ballots and respond to inquiries
      respecting voting procedures and the solicitation of votes
      on the plan; and

   k) provide any other distribution services as necessary or
      required.

Papers filed with the Court did not disclose the firm's
professionals compensation rates.

Daniel C. McElhinney, senior vice president and director of
operation of the firm, assures the Court that the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Tempe, Arizona, Syntax-Brillian Corporation
(Nasdaq:BRLC) -- www.syntaxbrillian.com -- manufactures and
markets LCD HDTVs, digital cameras, and consumer electronics
products include Olevia(TM) brand high-definition widescreen LCD
televisions and Vivitar brand digital still and video cameras.
Syntax-Brillian is the sole shareholder of California-based
Vivitar Corporation.

The company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Delaware Lead Case No.08-11409 through
08-11409.  Dennis A. Meloro, Esq., and Victoria Watson Counihan,
Esq., at Greenberg Traurig LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 has yet to
appoint creditors to serve on an Official Committee of Unsecured
Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of $175,714,000 and total debts of
$259,389,000.


SYNTAX-BRILLIAN: Taps Greenberg Traurig as Counsel
--------------------------------------------------
Syntax-Brillian Corporation and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
authority to employ Greenberg Traurig LLP as their counsel.

Separately, the Debtors ask the Court to employ FTI Consulting
Inc. as their interim chief executive officer.

Greenberg Traurig will:

   a) provide legal advice with respect to the Debtors' powers and
      duties as debtor-in-possession in the continued operation of
      their business and management of their property;

   b) negotiate, draft, and pursue all documentation necessary in
      the cases as determined in conjunction with the firm;

   c) prepare on behalf of the Debtors all application, motions,
      answers, orders, reports, and other legal papers necessary
      to the administration of the Debtor's estates;

   d) appear in the Court and protecting the interests of the
      Debtors before the Court;

   e) assist with any discussion of the Debtors' assets, by sale
      or otherwise;
   f) attend all meetings and negotiate with representative of
      creditors, the U.S. Trustee, and other parties-in-interest;

   g) provide legal advice regarding bankruptcy law, corporate
      law, corporate governance, securities, employment,
      transactional, international trade, tax labor, and other
      issues to the Debtors in connection with the Debtors ongoing
      business operations; and

   h) perform all other legal services for, and provide all other
      necessary legal advice to, the Debtors which may be
      necessary and proper in these Chapter 11 cases.

The firm's professionals and their compensation rates are:

      Professionals                    Hourly Rates
      -------------                    ------------
      Nancy A. Mitchell, Esq.              $780
      Allen G. Kadish, Esq.                $695
      Joseph P. Davis, Esq.                $660
      Jeffrey M. Work, Esq.                $650
      John W. Weis, Esq.                   $625
      Donald J. Detweiler, Esq.            $535
      Victoria W. Counihan, Esq.           $510
      Sandra G.M. Selzer, Esq.             $415
      Dennis A. Meloro, Esq.               $385
      Gino G. Tonetti, Esq.                $340
      Leslie Salcedo, Esq.                 $245
      Elizabeth Thomas                     $195

      Designations                     Hourly Rates
      ------------                     ------------
      shareholders                      $335-$950
      of counsel                        $320-$800
      associates                        $200-$585
      legal Assistants/Paralegals        $75-$300

Nancy A. Mitchell, Esq., a shareholder at firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Tempe, Arizona, Syntax-Brillian Corporation
(Nasdaq:BRLC) -- www.syntaxbrillian.com -- manufactures and
markets LCD HDTVs, digital cameras, and consumer electronics
products include Olevia(TM) brand high-definition widescreen LCD
televisions and Vivitar brand digital still and video cameras.
Syntax-Brillian is the sole shareholder of California-based
Vivitar Corporation.

The company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Delaware Lead Case No.08-11409 through
08-11409.  The U.S. Trustee for Region 3 has yet to appoint
creditors to serve on an Official Committee of Unsecured
Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of $175,714,000 and total debts of
$259,389,000.


SYNTAX-BRILLIAN: Gets Initial Nod to Use Silver's $23MM DIP Loan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Syntax-Brillian Corporation and its debtor-affiliates to obtain,
on an interim basis, up to $7,500,000 in postpetition financing
from a consortium of financial institutions led by Silver Point
Finance LLC, as administrative agent and collateral agent.

Silver Point allowed the Debtors to obtain, on a final basis, up
to committed $23,000,000 in financing under a DIP credit and
guaranty agreement.  The facility is expected to mature by Sept.
2, 2008.

On Oct. 26, 2007, the Debtors entered into a prepetition agreement
with Silver Point to provide financing of up to $250,000,000 in
loans in the aggregate.  The proceeds of the loans were used to
pay an existing credit facility with preferred bank and the
outstanding balance owed to CIT Group/Commercial Services, Inc.
pursuant to an account receivable factoring agreement dated Nov.
22, 2006.  The remaining balance of the proceeds were applied to
pay transaction fees and for general working capital -- including
the purchase of panel inventory.

The factoring agreement was terminated on July 7, 2008.

The obligations under the prepetition credit agreement are secured
by a first priority blanket lien on substantially all of the
Debtors' assets, plus a pledge of all of the capital stock of each
of the Debtors' domestic subsidiaries and Vivitar's foreign
subsidiaries -- excluding Vivitar Japan Co., Ltd.  The obligations
are guaranteed by both Vivitar and the Debtors.

As reported in the Troubled Company Reporter on July 9, 2008,
Vivitar Corporation did not file for bankruptcy.  The Debtors said
that it has initiated the sale of Vivitar for $60 million to
Olevia International Group LLC, the designated stalking-horse
bidder.

The Court also authorized the Debtors to use Silver Point's cash
collateral until Aug. 29, 2008.  A full-text copy of the cash flow
forecast is available for free at:

                http://ResearchArchives.com/t/s?2f51

Under the DIP agreement, the facility will incur interest at a per
annum rate equal to the great of, either:

   a) the Base Rate plus 8% and 15.5%; or

   b) the LIBOR Rate plus 9% and 13.5%.

The proceeds of the loans will be used to (i) pay for fees,
costs, expenses and other obligations owed to the lenders, (ii)
fund ongoing working capital requirements of the Debtors including
payments of administrative expenses incurred by professional
advisors to the Debtors, and (iii) to pay carve-out expenses.

The DIP loan is subject to a carve-out for payment to professional
advisors retained by the Debtors or the committee, and fees
incurred by the clerk of the Bankruptcy Court and the U.S.
Trustee.  There is a $200,000 carve-out for payment of fees
incurred by professionals advisors to the Debtors and the
committee.

To secure their DIP obligations, Silver Point will be
granted a superpriority administrative expense claims over all
administrative expenses of any kind, pursuant to Section 507(b) of
the Bankruptcy Code.

The DIP agreement contains appropriate and customary events of
default.

A full-text copy of the DIP Guaranty and Credit Agreement is
available for free at:

         Part One: http://ResearchArchives.com/t/s?2f52

         Part Two: http://ResearchArchives.com/t/s?2f53

Headquartered in Tempe, Arizona, Syntax-Brillian Corporation
(Nasdaq:BRLC) -- www.syntaxbrillian.com -- manufactures and
markets LCD HDTVs, digital cameras, and consumer electronics
products include Olevia(TM) brand high-definition widescreen LCD
televisions and Vivitar brand digital still and video cameras.
Syntax-Brillian is the sole shareholder of California-based
Vivitar Corporation.

The company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Delaware Lead Case No.08-11409 through
08-11409.  Dennis A. Meloro, Esq., and Victoria Watson Counihan,
Esq., at Greenberg Traurig LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 has yet to
appoint creditors to serve on an Official Committee of Unsecured
Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of $175,714,000 and total debts of
$259,389,000.


TANEJA CENTER: Section 341(a) Meeting Scheduled for July 18
-----------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Taneja
Center Inc. and its debtor-affiliates' creditors on July 18, 2008,
11:00 a.m., at the Office of the U.S. Trustee, 115 South Union
Street, Suite 208, in Alexandria, Virginia.

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

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

Fairfax, Virginia-based Taneja Center, Inc. and its affiliates
filed for Chapter 11 protection on June 9, 2008 (Bankr. E.D. Va.
Lead Case No. 08-13292).  Bruce W. Henry, Esq., at Henry &
O'Donnell P.C., represents the Debtors in their restructuring
efforts.  


TANEJA CENTER: Files Schedules of Assets & Liabilities
------------------------------------------------------
Taneja Center Inc. and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the Eastern District of Virginia, its
schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $20,500,000
  B. Personal Property                   $814
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $15,401,759
  E. Creditors Holding
     Unsecured Priority
     Claims                                               $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $1,164,371
                                  -----------    -----------
     TOTAL                        $20,500,814    $16,566,131

Fairfax, Virginia-based Taneja Center, Inc. and its affiliates
filed for Chapter 11 protection on June 9, 2008 (Bankr. E.D. Va.
Lead Case No. 08-13292).  Bruce W. Henry, Esq., at Henry &
O'Donnell P.C., represents the Debtors in their restructuring
efforts.  


TEKNI-PLEX INC: Taps Mr. Schafer as Interim CFO; CEO Joins Board
----------------------------------------------------------------
The board of directors of Tekni-Plex Inc. appointed Gary Schafer
to serve as interim Chief Financial Officer of the company.

Mr. Schafer is a Director at AlixPartners, LLP, and has been
serving as interim controller for a division of the company since
February 2008.  AP Services, which provides consulting services to
the company, is a subsidiary of AlixPartners.

On June 30, 2008, Tekni-Plex entered into an amendment to a letter
agreement with AP Services, LLC, dated Dec. 17, 2007.  Mr. Schafer
performed various services for the company pursuant to the
Engagement Letter.  Pursuant to the Amended Engagement Letter, Mr.
Schafer will serve as interim CFO of the company, effective July
1, 2008.

Under the terms of the Amended Engagement Letter, the company will
continue to pay AP Services a monthly rate of $133,300 for Mr.
Schafer's services as interim CFO.

                    CEO Employment Agreement

On June 27, 2008, Paul Young was elected by written consent of the
shareholders of the company to serve on the Board.  No
determination has been made at this time with respect to the
committees of the Board to which Mr. Young may be named.

The company entered into an employment agreement with Mr. Young,
in connection with his services as the company's CEO and as a
member of the company's Board of Directors.  Mr. Young has served
as the company's CEO, since June 1, 2008 and as a member of the
Board since June 27, 2008.

Under the terms of the Agreement, Mr. Young will be entitled to
receive an annual base salary of $500,000 and will be eligible to
receive a performance-based annual bonus in a range of 50% to 100%
based on achievement of targets set by the Board in consultation
with Mr. Young.  For the fiscal year ending June 30, 2009, Mr.
Young is guaranteed a minimum bonus of $200,000 provided he is not
discharged for cause and does not voluntarily quit (except for
good reason) during that period.  In addition, Mr. Young will be
granted stock options pursuant to an incentive stock option plan
representing 3.5% of the company's Common Stock at various strike
prices.

                      About Tekni-Plex Inc.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-
plex.com/ -- manufactures packaging, packaging products and
materials as well as tubing products.  The company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.

Tekni-Plex Inc.'s consolidated balance sheet at March 28, 2008,
showed $620.1 million in total assets and $1.05 billion in total
liabilities, resulting in a $427.0 million total stockholders'
deficit.

                           *    *    *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service downgraded the Corporate Family Ratings
of Tekni-Plex Inc. to Caa3 from Caa1.

  
TEKNI-PLEX INC: Offers to Buy Back 10.875% Senior Secured Notes
---------------------------------------------------------------
Tekni-Plex, Inc. commenced a change of control offer to purchase
any or all of its 10.875% Senior Secured Notes due 2012
outstanding under the Indenture, dated June 10, 2005, by and among
the company, the guarantors and HSBC Bank USA, National
Association, as trustee.  The company is offering to repurchase
the notes at a purchase price in cash equal to 101% of the
aggregate principal amount of the notes or portion of notes
validly tendered for payment thereof, plus accrued and unpaid
interest due through Aug. 22, 2008, upon the terms and subject to
the conditions of the offer.  The offer will expire at 5:00 p.m.,
New York City time on Aug. 19, 2008, unless extended by the
company in its sole discretion.  As of the date of the
commencement of the Offer, $150.0 million aggregate principal
amount of Notes were outstanding.

                        Recapitalization

As of May 30, 2008, the company completed a recapitalization,
pursuant to which investment funds managed by affiliates of
Oaktree Capital Management L.P. and Avenue Capital Group obtained
a controlling interest of over 80% of the outstanding common
stock, par value $0.01 per share, in exchange for the surrender of
an aggregate principal amount of $246,081,000 of the company's
outstanding 12.75% Senior Subordinated Notes due 2010, which
constituted a "change of control" under the Indenture.

The company is currently engaged in discussions with certain of
its stockholders to finance the consideration and its obligations
under the Offer.  The company also anticipates seeking financing
proposals from third parties.  If the company is not able to
obtain financing, it will not be able to consummate the Offer.

The company has provided recipients of the offer with certain
unaudited pro forma condensed consolidated financial information
regarding the company that gives effect to the recapitalization.

A copy of the unaudited pro forma condensed consolidated financial
information is available for free at:

              http://ResearchArchives.com/t/s?2f5a

                        Colorite Inquiry

On June 12, 2008, the Board of Directors of the company initiated
an internal investigation into allegations raised by a current
employee that, for the fiscal years ending 2000 to 2006, the
company may have incorrectly recorded certain inventory and
accounts receivables in the Colorite Plastics Company, a division
of the company.  The employee did not raise any allegations
concerning the accuracy of Colorite's current inventory and
accounts receivables.  The Board has retained Paul, Weiss,
Rifkind, Wharton & Garrison LLP as legal counsel to lead the
investigation and to direct forensic accounting consultants
retained to assist in the investigation.

On June 26, 2008, the company placed the Chief Financial Officer
and the Corporate Controller -- who have been in their respective
roles during some or all of the period relevant to the
investigation -- on paid leave pending the outcome of the
investigation.  Other members of management will continue to serve
in their current roles, including Paul Young, who has been serving
as Chief Executive Officer since June 1, 2008, and James A.
Mesterharm of AP Services, LLC and a Managing Director at
AlixPartners, LLP, who has been serving as Chief Restructuring
Officer since Dec. 17, 2007.  Gary E. Schafer, 56, a Director at
Alix Partners, who has been serving as interim controller for a
division of the company since February 2008, will serve as interim
Chief Financial Officer.  AP Services, LLC will be providing
additional resources to perform the duties of corporate controller
in the interim.

The company has voluntarily reported these matters to the United
States Attorney's Office for the Southern District of New York,
and to the Staff of the Northeast Regional Office of the
Securities and Exchange Commission.  The board also has expanded
the scope of the investigation beyond the Colorite division to
determine whether any improper accounting practices occurred in
other divisions of the company.  The company cannot predict at
this time whether the investigation will conclude that adjustments
to prior periods' financial statements are necessary; to the
extent that such adjustments are determined to be necessary, the
adjustments could be material to the prior periods' financial
statements.  The investigation is ongoing and the company cannot
estimate at this time when the investigation will conclude.

                     About Tekni-Plex Inc.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-
plex.com/ -- manufactures packaging, packaging products and
materials as well as tubing products.  The company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.

Tekni-Plex Inc.'s consolidated balance sheet at March 28, 2008,
showed $620.1 million in total assets and $1.05 billion in total
liabilities, resulting in a $427.0 million total stockholders'
deficit.

                           *    *    *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service downgraded the Corporate Family Ratings
of Tekni-Plex Inc. to Caa3 from Caa1.


TEKOIL & GAS: Section 341(a) Meeting Scheduled for July 24
----------------------------------------------------------
The U.S. Trustee for Region 7 has reset a meeting of Tekoil & Gas
Corporation's creditors on July 24, 2008, 10:00 a.m., at the
Office of the U.S. Trustee, Suite 3401, 515 Rusk Avenue, in
Houston, Texas.  The original meeting was scheduled on July 10,
2008.

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

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

Based in Houston, Tekoil & Gas Corporation and its subsidiaries --
http://www.tekoil.com/-- say they are into acquiring,  
stimulating, rehabilitating and improving the assets of small to
medium sized oil and gas properties in North America.  Tekoil &
Gas owns interests in four oil and gas properties, including the
Trinity Bay, Redfish Reef, Fishers Reef, and North Point Bolivar
fields located in Galveston Bay, Texas.  The company was
incorporated in Florida in 2004.

The company filed for Chapter 11 protection on June 10, 2008
(Bankr. S.D. Tex. Case No. 08-80270).  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $10 million to $50
million and estimated liabilities of $10 million to $50 million.


TEKOIL & GAS: Trustee Appoints Four Members to Creditors Panel
--------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 7, appoints four
members to the Official Committee of Unsecured Creditors in Tekoil
& Gas Corp.'s Chapter 11 cases.

The Committee members include:

   1) Geophysical Pursuit, Inc.
      Attn: Jeff Springmeyer
      3501 Allen Parkway
      Houston, TX 77019
      Tel: (713) 529-3000
      Fax: (713) 529-5805

   2) Creel & Associates, Inc.
      Attn: Harry L. Price      
      1400 Broadfield Boulevard, Suite 250
      Houston, TX 77084-4111
      Tel: (281) 752-4400
      Fax: (281) 589-6003

   3) Fusion Petroleum Technologies Inc.
      Attn: Trevor J. Parkes
      8665 New Trails Drive, Suite 125
      The Woodlands, TX 77381-4278
      Tel: (281) 363-8530
      Fax: (281) 363-4657

   4) Baker & Hostetler, LLP
      Attn: Pamela Gale Johnson
      Laura Lawton Gee
      1000 Louisiana, Suite 2000
      Houston, TX 77002
      Tel: (713) 646-1324
      Fax: (713) 751-1717

Based in Houston, Tekoil & Gas Corporation and its subsidiaries --
http://www.tekoil.com/-- say they are into acquiring,  
stimulating, rehabilitating and improving the assets of small to
medium sized oil and gas properties in North America.  Tekoil &
Gas owns interests in four oil and gas properties, including the
Trinity Bay, Redfish Reef, Fishers Reef, and North Point Bolivar
fields located in Galveston Bay, Texas.  The company was
incorporated in Florida in 2004.

The company filed for Chapter 11 protection on June 10, 2008
(Bankr. S.D. Tex. Case No. 08-80270).  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $10 million to $50
million and estimated liabilities of $10 million to $50 million.


TICKETMASTER: Moody's Assigns Corporate Family Rating of Ba2
------------------------------------------------------------
Moody's Investors Service has assigned first time corporate family
and probability of default ratings of Ba2 each for Ticketmaster.

Concurrently, Moody's assigned Ba1 ratings to Ticketmaster's
proposed $100 million Term Loan A, $250 million Term Loan B, and
$200 million revolving credit facility, and a Ba3 rating to its
proposed $400 million of senior unsecured notes.  Moody's also
assigned an SGL-1 speculative grade liquidity rating.  The rating
outlook is stable.

On Nov. 5, 2007, IAC disclosed that its Board of Directors had
approved the spin-off of Ticketmaster into a separate publicly
traded company.  The spin-off transaction is expected to be
completed by the end of August 2008.  

The specific instrument ratings assigned incorporate both the PDR
and loss given default rates for the individual securities.  These
are subject to change should the mix of capital at transaction
closing change.

Ticketmaster's Ba2 rating reflects its leading market position in
live entertainment ticketing, globally recognized brand, recurring
revenue stream secured by exclusive multi-year contracts, and
geographic diversification.  The rating is supported by the
company's low financial leverage, consistent profitability, and
solid operating cash flows driven in part by the company's highly
scaleable ticket processing platform and vast distribution
network.

Although the factors cited in Moody's Global Business Services
Industry Rating Methodology map to a Ba1 rating, the actual Ba2
rating is constrained by the potential consolidation and evolution
of the ticketing industry distribution chain as illustrated by the
expected loss of its largest customer, Live Nation.

Other credit challenges include the uncertain status of customer
contract renewals, the increasing shift to Internet sales which
could commoditize pricing, and the dependence on the highly-
competitive resale business to drive a large portion of future
revenue growth.

The SGL-1 speculative grade liquidity rating reflects
Ticketmaster's good internal and external liquidity profile as
anticipated over the forward 12-month rating horizon following the
spin-off, which includes expected total cash of $468 million
(including approximately $339 million of client cash) as of March
31, 2008.

The retained cash combined with cash flow from operations should
be more than sufficient to fund necessary capital expenditures and
working capital requirements.  Moody's projects pro-forma 2008
free cash flow to be greater than $150 million.  The company will
have solid external liquidity in the form of an undrawn
$200 million revolving credit facility that matures in 2013.

Moody's expects the company to fund any dividend payments and
future share repurchases from internal sources such as free cash
flow or its cash balance.  Moody's also expects the company to be
comfortably in and maintain compliance with its two financial
covenants, a maximum total leverage test and a minimum fixed
charge coverage ratio.

The stable rating outlook reflects Moody's expectation the company
will generate mid-single digit organic revenue growth through 2008
given its leading market position and deeply-entrenched customer
base secured by long term contracts.  Despite the challenges of
the loss of Live Nation, Moody's expects the company to generate
consistent free cash flow which will be used for debt reduction.

Ratings/assessments assigned:

  -- Corporate family rating of Ba2;
  -- Probability-of-default rating of Ba2;

  -- $100 million secured Term Loan A facility due 2013 of Ba1
     (LGD 2, 24%);

  -- $250 million secured Term Loan B facility due 2014 of Ba1
     (LGD 2, 24%);

  -- $200 million secured revolving credit facility expires 2013
     of Ba1 (LGD 2, 24%);

  -- $400 million senior unsecured notes due 2016 of Ba3 (LGD 5,
     80%);

Speculative grade liquidity rating of SGL-1

Headquartered in West Hollywood, California, Ticketmaster is a
live entertainment ticketing and marketing company.  For the year
ended Dec. 31, 2007, revenues and operating income were
$1.2 billion and $216 million, respectively.


TICKETMASTER: S&P Rates Proposed $400MM Senior Notes 'BB'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to ticketing provider Ticketmaster.  The rating
outlook is stable.
     
At the same time, S&P assigned its issue-level and recovery
ratings to the company's proposed $550 million senior secured
credit facilities, consisting of a $200 million revolving credit
facility due 2013, a $100 million term loan A due 2013, and a
$250 million term loan B due 2014.  This debt was rated 'BBB' with
a recovery rating of '1', indicating S&P's expectation for very
high (90% to 100%) recovery in the event of a payment default.
     
In addition, S&P assigned Ticketmaster's proposed $400 million
senior notes due 2016 an issue-level rating of 'BB' with a
recovery rating of '5', indicating its expectation for modest
(10%-30%) recovery in the event of a default.
     
Proceeds from the proposed transaction will be used to fund a
special dividend to IAC/InterActiveCorp. as part of the spin-off
of Ticketmaster from IAC. Pro forma for the transaction (including
the senior note offering), total debt outstanding was $750 million
as of March 31, 2008.
     
"The 'BB+' rating reflects the long-term risks of increasing
industry competitiveness with new entrants (particularly with Live
Nation developing an in-house ticketing service) and our
expectation of the company remaining acquisitive," said Standard &
Poor's credit analyst Andy Liu.  "These factors are partially
offset by Ticketmaster's dominant position in ticketing services,
its revenue earned from multiyear contracts, moderate leverage,
good EBITDA margins, and discretionary cash flow."

Pro forma for the spin-off, lease-adjusted EBITDA coverage of
interest and lease-adjusted total debt to EBITDA were 4.9x and
2.9x, respectively, for the 12 months ended March 31, 2008.  S&P
expect some EBITDA growth over the longer term, but not a
significant improvement in total leverage.  The company has been
relatively acquisitive, and S&P expect it to continue to make
tuck-in acquisitions.  S&P believe that Ticketmaster will generate
moderate discretionary cash flow, and expect conversion of EBITDA
to discretionary cash flow in the range of 35% to 50%.


TORO ABS: Moody's Cuts Ratings on Floating Rate Notes to C, Ca
--------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on this note issued by Toro
ABS CDO II, Ltd.

Class Description: $885,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes Due June 2043

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $56,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due June 2043

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

Class Description: $9,000,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due June 2043

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

Class Description: $10,500,000 Class E Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due June 2043

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

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


TRANSMERIDIAN EXPLORATION: Alan Halsey Resigns as COO and VP
------------------------------------------------------------
Alan W. Halsey, vice president and chief operating officer of
Transmeridian Exploration Inc., resigned from the company
effective June 30, 2008.  Mr. Halsey's notice of resignation was
given on June 20, 2008, following a notice given on May 20, 2008,
by Mr. Halsey of his intent to resign from the company.

Alan W. Halsey joined the company in June 2006 as vice president
and chief operating officer.  Prior to joining the company, Mr.
Halsey managed private investments and was an executive with a
family owned construction materials enterprise from April 2002 to
June 2006.  Mr. Halsey has 31 years experience in the
international oil and gas industry, including 28 years with units
of Chevron and Texaco.

>From 2000 until 2002, he served as Chairman and Managing Director
of the Texaco Upstream Companies in Nigeria.  In this capacity, he
was responsible for increasing production and executing Texaco's
shallow and deepwater development plans in Nigeria, where Texaco
historically had been a shallow water producer.  From 1998 to
2000, he was President of Texaco Petroleum Company, Colombia, and,
from 1992 to 1998, he served as Deputy General Manager and then
General Manager of Texaco's Angola operations.

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/ -- is an independent energy company     
established to acquire and develop oil reserves in the Caspian Sea
region of the former Soviet Union.  The company's primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan covered by License 1557 and the related exploration and
production contracts with the government of Kazakhstan.

Transmeridian Exploration's consolidated balance sheet at March
31, 2008, showed $402.2 million in total assets, $341.2 million in
total liabilities, and $92.5 million in redeemable convertible
preferred stock, resulting in a $31.5 million total stockholders'
deficit.

                        Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian'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 negative working capital, stockholders' deficit, and
operating losses since its inception.

The company had a net working capital deficit of approximately
$56.2 million and a stockholders' deficit of approximately
$31.5 million at March 31, 2008.  Approximately 89.0% of the
company's accounts payable at March 31, 2008, have been
outstanding more than 120 days.


TRIAD GUARANTY: Fitch Retains Ratings Under Negative Watch
----------------------------------------------------------
The ratings of Triad Guaranty Inc. and Triad Guaranty Insurance
Corporation both remain on Rating Watch Negative by Fitch Ratings,
where they were originally placed on Oct. 25, 2007.

Fitch currently rates both entities as:

Triad Guaranty Inc.
  -- Long-term Issuer 'CCC'.

Triad Guaranty Insurance Corporation
  -- Insurer Financial Strength 'BB'.

Triad's ratings incorporate the full execution of the company's
reinsurance facilities.  Recently, a third party reinsurance
provider notified Triad that it would be terminating a $95 million
reinsurance facility on the grounds of a covenant violation.  
Triad disagrees with the reinsurer's conclusion and, as stipulated
by the reinsurance contract, has initiated an arbitration process
to settle the dispute.  Fitch is not in a position to ascertain
the ultimate outcome of the arbitration process, but notes that
this reinsurance facility is a significant component of Triad's
overall claims-paying resources.

If Triad is not able to fully utilize this reinsurance facility or
otherwise obtain a materially favorable outcome in the arbitration
process it is likely Triad's IFS rating would be downgraded,
possibly into the 'B' category.

Triad Guaranty is a holding company that provided private mortgage
insurance coverage in the United States through Triad, its wholly
owned subsidiary.  For March 31, 2008, Triad Guaranty reported
consolidated assets under Generally Accepted Accounting Principles
of $1.1 billion and shareholders' equity of approximately
$338 million.


UNITED CAPITAL: Hedge Fund Auctioned Off by Deutsche Bank
---------------------------------------------------------
Deutsche Bank AG had foreclosed and liquidated its collateral at
Horizon Strategy hedge funds, an affiliate of United Capital
Markets Inc. founded by John Devaney, Bloomberg News and The New
York Times report.

The hedge funds had missed margin call from Deutsche Bank, reports
say.  NY Times relates that the bank had demanded payment of its
$90 million loan and proceeded to seize the fund's assets on
June 26, 2008.  

Bloomberg relates that Mr. Devaney issued a letter to clients
dated July 9, 2008, stating that the fund's survival and
investors' recovery depended on the continued relationship with
lenders.

Bloomberg and NY Times note that the global market has been hit by
financial meltdown spurring particularly from the subprime
mortgage industry.  NY Times reports that Mr. Devaney incurred
personal losses of at least $150 million in 2007 owed to the
market collapse.

Mr. Devaney also said that he liquidated bonds securing Pershing
LLC's credit, Bloomberg notes.  Pershing LLC is an affiliate of
the Bank of New York Mellon.  Pershing loaned Horizon Strategy
amounts that exceeded the value of security because the loan was
personally guaranteed by United Capital's Mr. Devaney, Bloomberg
adds.  Based on Mr. Devaney's July 9 letter, equity holders are
expected to get nothing from the bond liquidation pointing that
Pershing is undersecured, Bloomberg says.

Amid the losses, Mr. Devaney maintains that he isn't quitting or
retiring, NY Times writes.

                       About United Capital

Key Biscayne, Florida-based United Capital Markets Inc. --
http://www.unitedcapital.com/-- is a secondary market maker  
specializing in trading and sales of structured finance products
concentrating in Asset Backed and Mortgage Backed Securities.  
United Capital Markets was founded in 1999 by native Floridian,
John Devaney, its current CEO and head trader.

UCM provides the marketplace with liquidity, by acting as a
principal buyer of ABS subordinated notes in the secondary
marketplace.  On a continuous basis, the firm does extensive in
house research of several hundred ABS securitizations and provides
portfolio pricing for customers.  UCM's customers include: Money
Managers, Mutual Funds, Insurance Companies, Hedge Funds, CBO
Managers, Corporations, and other Dealers.  United Capital
Markets' ABS Division specializes in subordinated bonds with
ratings of "AA" to "C" in various areas including 125 LTV Home
Equity, Home Equity, Home Improvement, Manufactured Housing,
Equipment Lease, Franchise, Aircraft, Sub Prime Autos, CBO
Sectors, and Credit Cards.

The Horizon Strategy funds, aka Horizon ABS Fund, managed United
Capital's $619 million assets as of March 2007.  In July 2007,
Horizon suspended payout to investors.  During that time, Mr.
Devaney denied that his company received margin calls.  In
September 2007, an undisclosed bank demanded loan repayment and
subsequently seized 40% of Horizon's equity.


VERSO TECHNOLOGIES: Selects Kelakos as Sales Broker, Consultant
---------------------------------------------------------------
Verso Technologies Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Northern District of Georgia for
authority to employ George M. Kelakos at Kelakos Advisors LLC as
their sales broker and consultant for certain intellectual
property assets.

On May 13, 2008, the Debtors executed an engagement letter
agreement with KAL.  The Debtors have chosen KAL because of the
firm's substantial expertise in providing strategic advice and
sales brokerage services regarding IP assets.

KAL is expected to market the Debtors' IP assets and conduct an
auction sale process under Section 363 of the U.S. Bankruptcy
Code.  KAL will be paid a commission of 7.5% at the closing of any
sale.

The Debtors maintain that the firm does not hold or represent an
interest adverse to the estate and that is a disinterested person.

The firm can be reached at:

   George M. Kelakos
   Kelakos Advisors LLC
   Two Soundview Drive, Suite 100
   Greenwich, CT 06830

                    About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/--  provides   
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.  

The company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga Lead Case No.08-
67659).  J. Robert Williamson, Esq., at Scroggins and Williamson,
represents the Debtors in their restructuring efforts.  The
Debtors selected Logan and Company Inc. as their claims agent.  
The Debtors proposed to hire John L. Palmer at
NachmanHaysBrownstein Inc. as their chief administration officer.  
The U.S. Trustee for Region 21 appointed creditors serve on an
Official Committee of Unsecured Creditors.  Darryl S. Laddin,
Esq., at Arnall Golden Gregory LLP, represents the Committee in
these cases.  When the Debtors filed for protection against their
creditors, they listed total assets of $34,263,000 and total debts
of $36,657,000.


VERSO TECHNOLOGIES: Committee Taps Hays as Financial Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Verso
Technologies Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Northern District of Georgia for
authority to engage Hays Financial Consulting LLC as its financial
advisor.

Hays is expected to render, among others, financial and
operational analyses regarding the Debtor, make regular reports to
the Committee on key Debtor's financial and operational indies and
updates on a Section 363 sale, and other services as the Committee
may require.

The firm's hourly rates are:

   Managing Principal/Director        $300 to $350
   Director                           $200 to $300
   Manager                            $100 to $250
   Senior Associate/Associate         $100 to $150
   Administrative Staff                $50 to $75

The firm has agreed that it will cap its hourly blended rate for
its professionals for each calendar month to be the lesser of $290
per hour.  The blended rate is calculated by taking the total
billable amount for the period and dividing it by the total number
of hours expended by the firm's professionals.  If the actual
blended rate is greater than the cap rate, Hays will still bill at
the $290 per hour cap.

The Committee related that Hays does not hold or represent an
interest adverse to the Debtors' estates or the Committee or other
creditors.

The firm can be reached at:

   Christopher J. Tierney
   Hays Financial Consulting LLC
   3343 Peachtree Road, NE Suite 200
   Atlanta, Georgia 30312

                    About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/--  provides   
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.  

The company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga Lead Case No.08-
67659).  J. Robert Williamson, Esq., at Scroggins and Williamson,
represents the Debtors in their restructuring efforts.  The
Debtors selected Logan and Company Inc. as their claims agent.  
The Debtors proposed to hire John L. Palmer at
NachmanHaysBrownstein Inc. as their chief administration officer.  
The U.S. Trustee for Region 21 appointed creditos serve on an
Official Committee of Unsecured Creditors.  Darryl S. Laddin,
Esq., at Arnall Golden Gregory LLP, represents the Committee in
these cases.  When the Debtors filed for protection against their
creditors, they listed total assets of $34,263,000 and total debts
of $36,657,000.


VERTIS COMM: Obtains $1,300,000,000 Funding for ACG Merger
----------------------------------------------------------
Vertis Communications disclosed that in accordance with its plan
to merge with American Color Graphics it has secured commitments
for:

   1. $380,000,000 in debtor-in-possession financing; and

   2. $650,000,000 in exit financing.

As reported in the Troubled Company Reporter on May 26, 2008,
Vertis Inc., dba Vertis Communications, and American Color
disclosed merger and comprehensive restructuring plans that will
strengthen their finances, expand their North American footprint,
and improve the products and services offered to their customers.

The companies and the consenting noteholders have entered into
restructuring agreements pursuant to which the companies and
consenting noteholders have agreed to consummate the restructuring
through prepackaged Chapter 11 plans of reorganization for each
company in order to more efficiently exchange the notes.  

Importantly, the restructuring agreements and terms of the
prepackaged plans call for all trade creditors, suppliers,
customers and employees to receive all amounts owed to them in the
ordinary course of business.

The companies will launch a formal solicitation of consent for
their prepackaged Chapter 11 plans of reorganization from holders
of both Vertis Notes and ACG Notes within approximately 20 days.  
Consents will be due approximately 30 days after the companies
launch the solicitation.

Upon receiving the consents, the companies would commence
prepackaged Chapter 11 proceedings in order to implement their
plans and consummate the merger.  The proceedings are expected to
conclude in late summer.

On July 8, Vertis executed:

   -- a $380,000,000 DIP financing facility commitment letter with
      GE Commercial Finance;

   -- a $250,000,000 Senior Secured Revolving Credit exit facility
      commitment letter with GE; and

   -- a $400,000,000 exit facility commitment letter with Morgan
      Stanley Senior Funding Inc., as lead arranger.

"These lending commitments from two top institutions reflect the
continuing progress with our financial restructuring plan and
merger with American Color Graphics," Mike DuBose, chairman and
CEO of Vertis, said.  "The financing will provide appropriate
liquidity during our restructuring and then fund the newly merged
company. Not only will we strengthen our role as a marketing and
business partner, but we will provide even more opportunities to
our valued clients, suppliers and employees."
   
                       About American Color

American Color Graphics Inc. -- http://www.americancolor.com/--       
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.

                        About Vertis Inc.

Headquartered in Baltimore, Vertis Inc. dba Vertis Communications
-- http://www.vertisinc.com/-- is a provider of print advertising    
and direct marketing solutions to America's retail and consumer
services companies.  

Vertis' consolidated balance sheets show total assets of
$499,562,000 and total debts of $1,415,569,000 resulting in a
$916,007,000 stockholders' deficit.

                       Going Concern Doubt

Deloitte & Touche LLP, in Baltimore, Maryland, expressed
substantial doubt about Vertis 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 said that the company has incurred recurring net
losses and is experiencing difficulty in generating sufficient
cash flow to meet its obligations and sustain its operations.


VERTIS INC: Releases Financial Projections for 2008 to 2012
-----------------------------------------------------------
In connection with the Disclosure Statement relating to the Joint
Prepackaged Plan of Reorganization of Vertis Holdings, Inc., et
al. and the Joint Prepackaged Plan of ACG Holdings, Inc., et al.
under Chapter 11 of the Bankruptcy Code, Vertis Inc. disclosed
certain projections of financial performance for fiscal years 2008
through 2012.

As reported by the Troubled Company Reporter on June 3, 2008,
Vertis Inc., American Color Graphics and noteholders entered into
restructuring agreements pursuant to which the companies and
consenting noteholders have agreed to consummate the restructuring
through prepackaged Chapter 11 plans of reorganization for each
company in order to more efficiently exchange the notes.

Vertis and American Color entered into agreements with an
aggregate of approximately 72% of the outstanding principal amount
of the 9.75% Senior Secured Second Lien Notes due 2009; 83% of the
outstanding principal amount of the 10.875% Senior Notes due 2009;
and 75% of the outstanding principal amount of the 13.5% Senior
Subordinated Notes due 2009 of Vertis; and the holders of an
aggregate of approximately 70% of the outstanding principal amount
of the 10% Secured Second Lien Notes due 2010 of American Color;
to exchange their bonds for an aggregate of $550 million in new
notes and substantially all of the new equity in the combined
company.

The transaction is also supported by Vertis' principal
stockholders and the holders of over 95% of the outstanding
principal amount of Vertis Holdings Mezzanine Notes.  

The agreement on the terms of the consensual financial
restructurings would reduce the combined company's debt
obligations by approximately $725 million, excluding Vertis
Holdings Mezzanine Notes, before transaction fees and expenses.

In addition, the more than $240 million in Vertis Holdings
Mezzanine Notes will no longer be an obligation of the company
after the transaction closes.

                    Financial Projections

In connection with the company's efforts to obtain exit financing
following the consummation of the Prepackaged Plan, the company
has distributed financial projections to potential lenders which
vary from the Projections contained in the Disclosure Statement.  
The company continues to believe that the Projections and their
underlying assumptions are reasonable.  The Financing Projections
were provided with a different purpose than the Projections.

The financing projections contain more conservative assumptions in
order to facilitate financing terms containing favorable debt
covenants, whereas the Projections contain the company's
reasonable estimation of its ability to meet its obligations under
the Prepackaged Plan.

The financing projections reflect the results of a recent review
of the Projections.  The financing projections reflect a more
conservative estimate of new business capture.  The financing
projections also reflect a more conservative estimate of the
impacts of market based pricing pressures on the company.  Other,
less material, adjustments have also been made.

A full-text copy of the Financing Projections is available for
free at http://ResearchArchives.com/t/s?2f56

Headquartered in Baltimore, Vertis Inc. dba Vertis Communications
-- http://www.vertisinc.com/-- is a provider of print advertising   
and direct marketing solutions to America's retail and consumer
services companies.  

At Dec. 31, 2007, the company's consolidated balance sheet showed
$528.2 million in total assets and $1.403 billion in total
liabilities, resulting in a $875.1 million total stockholders'
deficit.  

                       Going Concern Doubt

Deloitte & Touche LLP, in Baltimore, Maryland, expressed
substantial doubt about Vertis 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 said that the company has incurred recurring net
losses and is experiencing difficulty in generating sufficient
cash flow to meet its obligations and sustain its operations.

                           *     *     *

As reported in the Troubled Company Reporter on May 29, 2008,
Moody's Investors Service has affirmed the Ca corporate family
rating for Vertis Inc., while changing the probability of default
rating to Ca from Ca/LD, after the company's statement of a
merger with American Color Graphics Inc. coupled with a
comprehensive restructuring plan.


VESTA INSURANCE: Gaines Plan Trustee Moving Assets to Vesta Fire
----------------------------------------------------------------                                        
Kevin O'Halloran, Plan Trustee for J. Gordon Gaines, Inc.,
previously entered into a settlement agreement with Vesta Timber
Co., LLC, and Vesta Fire Insurance Corporation and its
subsidiaries, resolving all claims and issues under the Texas
Receivership Action, which called for the liquidation of the
Texas Receivership Entities and resulted to the canceling of
policies relating to Vesta Fire and its other subsidiaries.

Specifically, the Settlement Agreement requires the Gaines Plan
Trustee to transfer to Vesta Fire all of Gaines' right, title,
and interest in its assets, excluding:

   * the cash on hand at Gaines on the Effective Date of the
     Settlement Agreement and the Settlement Payment received
     from Prime Tempus, Inc., the appointed as the Special Deputy
     Receiver for the Texas Receivership Entities;

   * Gaines's right to recover on the proof of claim it filed
     against Florida Select Insurance Agency;

   * any cause of action against Gaines's present or former
     directors, officers, or professionals:

   * any Claim asserted by Gaines or on its behalf against any of
     its present or former officers, directors or professionals;

   * any preference or fraudulent transfer causes of action
     available to Gaines under Chapter 5 of the Bankruptcy Code;

   * any claim filed by Gaines against Hawaii Insurance &
     Guaranty Company;

   * the Excluded Vesta Insurance Group, Inc., Claims;

   * the Tenant Deposit;

   * any claim filed by Gaines against Florida Select Insurance
     Company;

   * amounts to which Gaines is due under the Services Agreement;
     and

   * the Contingent Assets.

The SDR filed Claim No. 119 for $14,617,006, on behalf of Vesta
Fire, and Claim Nos. 121 to 124 for unspecified amounts on behalf
of various Texas Receivership Entities against Gaines.

In furtherance of the Settlement, the Gaines Plan Trustee seeks
the authority of the U.S. Bankruptcy Court for the Northern
District of Alabama to:

   (a) transfer immediately the "Gaines D&O Claims" and the
       "Gaines Professional Claims" to Vesta Fire upon the
       Court's final approval of the Settlement; and

   (b) assign other claims and property related to the Gaines
       Retained Assets -- including, without limitation, the "HIG
       Claim," the "FSIA Claim" -- at the Gaines Plan Trustee's
       discretion, as opposed to receiving and disbursing to
       the Texas Special Deputy Receiver 100% of the related net
       recoveries.

                        *     *     *

In separate orders, Judge Thomas B. Bennett allowed Claim No. 119
filed by Vesta Fire against Gaines, as an unsecured claim for
$14,617,006, in accordance with, and as limited by, the terms of
the Settlement Agreement.

These claims filed against Gaines by four Texas Receivership
Entities are deemed withdrawn with prejudice:

   Claimant                                     Claim No.
   --------                                     ---------
   Shelby Casualty Insurance Company               122
   Texas Select Lloyds Insurance Company           121
   Shelby Insurance Company                        123
   Vesta Insurance Corporation                     124

                      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: Plan Trustee Settles Houlihan's Claim
------------------------------------------------------
The Plan Trustee for Vesta Insurance Group and Houlihan Lokey
Howard & Zukin Capital, Inc., financial advisor to Vesta, reached
an agreement that resolves a claim for $218,279.    

Houlihan Lokey Howard & Zukin Capital, Inc., financial advisor to
Vesta Insurance Group for specific sale transactions, filed
Claim No. 61 for $218,279 against the Debtors in December 2006.
Houlihan asserted that $102,623 of the Claim amount was entitled
to priority pursuant to Section 507(a)(3) of the Bankruptcy Code.

In October 2007, Lloyd T. Whitaker, in his capacity as Plan
Trustee for Vesta, contested the amounts and priority sought in
the Claim.  Subsequently, Houlihan responded to the Objection,
and the Plan Trustee served certain discovery requests upon
Houlihan with respect to the Claim.

After engaging in discussions, the Plan Trustee and Houlihan
ultimately reached an agreement that resolves Claim No. 61.

The salient elements of the Settlement Agreement include:

   (a) the Claim will be allowed as a general unsecured claim for
       $218,279;

   (b) no portion of the Claim will be entitled to priority under
       Section 507(a)(3); and

   (c) the Plan Trustee will waive and release any and all claims
       that he may have against Houlihan for liability for
       receipt by Houlihan of any transfers from the Debtor
       that may be avoidable under Chapter 5.

A full-text copy of the Settlement Agreements is available for
free at http://bankrupt.com/misc/Houlihan&PTSettlementPact.pdf

The Settlement Agreement, according to the Plan Trustee, resolves
the portion of the Claim for which Houlihan sought priority
status without the need for further litigation and the attendant
costs and risks.  

Accordingly, the Plan Trustee asks the U.S. Bankruptcy Court for
the Northern District of Alabama to approve the Settlement
Agreement.

                    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)     


VICTORY MEMORIAL: Sells NY Hospital Campus to Sunset LG for $45MM
-----------------------------------------------------------------
Victory Memorial Hospital sold its hospital's main campus in
Brooklyn, New York, to Sunset LG Realty LLC for $44.9 million.  
CIT Group Inc., a commercial finance company, served as the
exclusive real estate advisor to both Victory Memorial and its
Official Committee of Unsecured Creditors in the sale.

As reported by the Troubled Company Reporter on May 20, 2008,
Victory Memorial Hospital and its debtor-affiliates delivered to
the United States Bankruptcy Court for the Eastern District of New
York a disclosure statement explaining their Chapter 11 Plan of
Reorganization.  The Plan contemplates the liquidation of
substantial assets of the Debtors and the payment in full of all
allowed secured claims and allowed unsecured priority claims.

The sale, approved by the Court, includes the hospital's main
campus site and two operating businesses - Victory's 150 bed
skilled nursing facility and its 400 patient home health care
business.  New ownership is arranging for the continued operation
of both of these programs, the hospital's clinics and other
medical services under new management.

CIT said that the transaction, when completed, will be one of the
first successful sales and restructurings of medical services at a
hospital slated for closure by the Berger Commission, a non-
partisan panel created by former New York Governor Pataki and the
New York State Legislature to review the regional and local supply
of hospital and nursing home beds throughout the State.

"This deal is a great example of how financially stressed
institutions can effectively monetize real estate assets and
restructure services so that business continues and community
needs are served," Natalie Wilensky, managing director of CIT
Investment Banking Services, Real Estate, said.

"We are delighted with the outstanding results the CIT team
achieved in leading our sales process," Dr. Vincent Calamia, CEO
of Victory Memorial Hospital, said.  "Their depth of knowledge and
strong relationships within both the real estate and healthcare
industries and their skill in navigating a particularly complex
and politically charged environment enabled us to find a buyer for
Victory Memorial that will ensure continued medical services to
the community."

                   About Victory Memorial

Based in Brooklyn, New York, Victory Memorial Hospital is a
non-profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have
any employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  Craig E.
Freeman, Esq., and Martin G Bunin, Esq., at Alston & Bird LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $1 million and $100 million.


VULCAN ENERGY: OXY to Buy 10% Interest in General Partner of PAA
----------------------------------------------------------------
Plains All American Pipeline, L.P. disclosed that a wholly owned
subsidiary of Occidental Petroleum Corporation, has entered into
definitive agreements to acquire an aggregate 10% equity interest
in the general partner of PAA directly from the existing owners.
Closing is expected to occur within the next 30 to 45 days and is
subject to certain customary closing conditions. The purchase
price was not disclosed.

"OXY is a well respected, large and financially strong energy
industry participant and we believe their investment in PAA's
general partner is an attractive transaction for PAA," said Greg
L. Armstrong, Chairman and CEO of Plains All American. "Over the
next several years, we look forward to exploring potential
mutually beneficial opportunities with regard to the respective
midstream activities of PAA and OXY. In addition, to align OXY's
ownership interests with those of PAA's limited partners and help
fund PAA's continued growth, OXY has committed to invest in common
units in conjunction with PAA's future capital raising efforts."

Armstrong stated that all of the current general partner owners
will continue to be owners following the closing of the
transactions. The sale of certain of the interests is subject to
receipt of approvals by lenders to one of the owners. However, to
facilitate the certainty of the transaction, other owners have
agreed to sell additional interests such that OXY will acquire an
aggregate 10% equity interest, even if such lender approvals are
not obtained. In either event, the current control positions with
respect to the general partner will not be affected as a result of
this transaction.

Armstrong noted that OXY will have observer rights with respect to
the board of directors of PAA's general partner and, under certain
circumstances involving changes in PAA's upper-level management,
will receive the right to designate an additional director to the
board. No near-term change to the board of directors is expected
as a result of the transaction.

Plains All American Pipeline, L.P. is a publicly traded master
limited partnership engaged in the transportation, storage,
terminalling and marketing of crude oil, refined products and
liquefied petroleum gas and other natural gas related petroleum
products. Through its 50% ownership in PAA/Vulcan Gas Storage LLC,
the partnership is also engaged in the development and operation
of natural gas storage facilities. The Partnership is
headquartered in Houston, Texas.

Vulcan Energy Corp. owns 54% of the GP interest and 12.4 million
limited partner units (roughly 10% of the total LP units) in
Plains.


VULCAN ENERGY: Plains-OPC Deal Cues S&P to Affirm 'BB' Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BB' corporate
credit rating on Vulcan Energy Corp and the 'BBB-' corporate
credit rating on Plains All American L.P.  The outlook is stable
for both entities.
     
At the same time, S&P affirmed the 'BB' rating on Vulcan's secured
term loan due 2011.  The recovery rating remains unchanged at '4'.
We also affirmed the 'BBB-' rating on Plains' senior unsecured
notes.
     
The affirmation follows the announcement that Occidental Petroleum
Corp. (A/Stable/A-1) has entered into definitive agreements to
acquire a 10% equity interest of the general partner interest in
Plains.
     
Vulcan owns 54% of the GP interest and 12.4 million limited
partner units (roughly 10% of the total LP units) in Plains.  
Despite Vulcan's majority ownership, its voting rights are
contractually limited on most governance matters.  With
Occidental's pending acquisition, S&P expect that Vulcan's GP
stake could fall to 50.1%, provided that the Vulcan lenders agree
to an amendment to allow for the sale.
     
"The rating on Vulcan reflects its complete reliance on upstream
distributions from Plains to support its debt service and
administrative expenses, as well as the potential volatility
associated with these distributions," said Standard & Poor's
credit analyst David Lundberg.
     
Plains' distributions have grown steadily, but a disruption in
these payments could materially impair Vulcan's ability to service
its debt.  In particular, incentive distribution rights represent
more than half of Vulcan's current EBITDA and would be
disproportionately affected if Plains needs to reduce
distributions.  Vulcan's term loan is non-recourse to Plains.
     
The rating on Plains reflects a satisfactory business risk
profile, with stable cash flow provided by the company's network
of pipelines and terminals, and a moderately leveraged financial
risk profile.  Partially offsetting these factors are the risks
presented by Plains' volatile marketing segment, the company's
acquisitive growth strategy, and the potential strain that
volatile crude oil prices could place on the company's liquidity
in a stressed scenario.


WACHOVIA CORP: Sees Up to $2.8BB After-Tax Loss, Hires New CEO
--------------------------------------------------------------
Based on current estimates, Wachovia Corp. expects to report an
after-tax loss available to common stockholders of $2,600,000,000
to $2,800,000,000 or $1.23 - $1.33 on a per share basis for the
second quarter of 2008, excluding goodwill impairment charges.

Wachovia Corp. will announce its second quarter results on July
22, 2008.

Wachovia says results were driven by higher provision expense,
including $4,200,000,000 pre-tax to build loan loss reserves,
$3,300,000,000 of which related to Wachovia's former Pick-a-Pay
loan product, higher legal costs, the non-cash SILO charge of
$855,000,000 after-tax and modest market disruption losses.

Wachovia currently expects to report a Tier One capital ratio of
approximately 8.0% and an allowance for loan losses as a percent
of loans of approximately 2.2%.  Charge-offs for the quarter were
approximately $1,300,000,000 or 1.10% of loans on an annualized
basis, including approximately $500,000,000 relating to the Pick-
a-Pay portfolio and roughly $280,000,000 relating to commercial
real estate.  Wachovia also currently expects to incur a goodwill
impairment charge in the second quarter, the amount of which is
still being determined.  Although the goodwill impairment charge
will further reduce reported GAAP earnings, it will be non-cash in
nature and will not affect Wachovia's liquidity or the company's
regulatory capital ratios.

As part of its announcement of second quarter results, the company
will provide additional information about current and future
initiatives to rationalize its cost structure and further enhance
the capital efficiency of its balance sheet, including reducing
its mortgage exposure.

                          Steel on Board

On Wednesday, Wachovia's Board of Directors appointed Robert K.
Steel, 56, as the company's new Chief Executive Officer, President
and member of the Board of Directors, effective immediately.  
Lanty Smith will continue in his role as Wachovia's Chairman of
the Board.  All business unit and staff functions will report to
Mr. Steel.

Mr. Steel most recently served as Under Secretary for Domestic
Finance for the U.S. Department of Treasury.

Mr. Steel used to work for Goldman Sachs.  He joined Goldman Sachs
in 1976 and served in the Chicago office until his transfer to
London in 1986.  He became a partner in 1988.  In London, he
founded the firm's Equity Capital Markets group for Europe and was
involved in privatization and capital raising efforts for European
corporations and governments.  He later assumed the position as
head of Equities for Europe.  In 1994, he relocated to New York
and served as head of the Equities Division from 1998 to 2001.  In
1999, he joined the Management Committee.

Mr. Steel retired from Goldman Sachs as a vice chairman in
February 2004.  Upon his retirement, he assumed the position of
advisory director for the firm and then senior director in
December 2004.  From February 2004 to September 2006, Mr. Steel
served as a senior fellow at the Center for Business and
Government at the John F. Kennedy School of Government at Harvard
University.  He chairs Duke University's Board of Trustees and he
has previously served on the board of Barclays Bank.

As reported by the Troubled Company Reporter on June 5, 2008,
Wachovia appointed Lanty Smith as its interim chief executive
officer, to succeed Kennedy G. Thompson, who has fired by the
board.

Forbes' Liz Moyer and Mitchell Martin report that Mr. Steel's
appointment "did little to put to rest speculation about the
bank's future on Thursday."  Forbes reports that Wachovia's shares
on Thursday were down 7.2% to $13.26.  As of the spring of 2006,
the shares traded just below $60, the report notes.

Forbes says Mr. Thompsono was fired in June no doubt largely due
to his ill-timed, $23,900,000,000 purchase of Golden West
Financial and its Pick-a-Pay product in 2006.  According to
Forbes, Wachovia is worth just $28,400,000,000, even after an
$8,100,000,000 capital increase in April 2008.

                            For Sale?

According to Forbes, many are speculating that Wachovia is being
prepped up for sale, especially given Mr. Steel's Goldman Sachs
ties.

Mr. Steel, during a conference call introducing himself to
investors Thursday, said he would concentrate on the bank's real
estate exposure, Forbes reports.

Forbes says there are a number of potential acquirers that would
be attracted to Wachovia's presence in the Southeast and
California, including JPMorgan Chase, Wells Fargo, and Goldman.  
Chairman Smith, however, called the speculation "silly," according
to Forbes.

As reported by the Troubled Company Reporter on June 25, 2008,
Wachovia hired Goldman to study its troubled portfolios of
mortgages.  The Wall Street Journal reported that the bank's
engagement of Goldman means that it is likely weighing the market
value of those loans to eventually sell them.  WSJ, citing market
observers, said the final price could mean losses for Wachovia
which prompted the bank to actually sell the loans.  The sale of
the portfolios could also have implications for whether Wachovia
itself might be acquired, WSJ added.

                   About Wachovia Corporation

Based in Charlotte, North Carolina, Wachovia Corporation (NYSE:WB)
-- http://www.wachovia.com/-- is one of the nation's diversified    
financial services companies, with assets of $808.9 billion and
market capitalization of $53.8 billion at March 31, 2008.  

Wachovia provides a broad range of retail banking and brokerage,
asset and wealth management, and corporate and investment banking
products and services to customers through 3,300 retail financial
centers in 21 states from Connecticut to Florida and west to Texas
and California, and nationwide retail brokerage, mortgage lending
and auto finance businesses.  Clients are served in selected
corporate and institutional sectors and through more than 40
international offices.  Its retail brokerage operations under the
Wachovia Securities brand name manage more than $1.1 trillion in
client assets through 18,600 registered representatives in 1,500
offices nationwide.  Online banking is available at wachovia.com;
online brokerage products and services at wachoviasec.com; and
investment products and services at evergreeninvestments.com.

                         *     *     *

As reported by the Troubled Company Reporter on April 14, 2008,
The Walls Street Journal noted that Wachovia's need for additional
capital came two months after it raised $3.5 billion through a
preferred-stock sale.  According to the report, Wachovia's trouble
stemmed from its $25,000,000,000 purchase of Golden West Financial
Corp. nearly two years ago.  Golden West's loans -- the vast
majority of which are adjustable-rate mortgages loans -- were
concentrated in California, one of the hardest-hit housing markets
in the U.S.  Wachovia announced that it lost $350,000,000 in the
first quarter due to $2,000,000,000 in asset write-downs and
$2,100,000,000 in new provisions against credit losses.  Earnings
in the same period last year was $2,300,000,000.


WATERFALL GALLERY: Taps Barron & Newburger as Bankruptcy Counsel
----------------------------------------------------------------
Waterfall Gallery of Austin L.P. asks authority from the U.S.
Bankruptcy Court for the Western District of Texas to employ
Barron & Newburger P.C. as their general bankruptcy counsel.

Barron & Newburger will, among others, prepare applications and
proposed orders to be submitted to the Court, assist the Debtor in
preparing a plan of reorganization and disclosure statement, and
assist the Debtor in performing its duties under the U.S.
Bankruptcy Court.

Stephen W. Sather, Esq., an attorney at the firm, tells the Court
that the firm's professionals bill these hourly rates:

      Stephen Sather              $350
      Barbara Barron              $350
      Attorneys               $200 - $400
      Legal Assistants         $40 - $90

Mr. Sather assures the Court that the firm does not represent
interest adverse to the Debtor's estate.

Manor, Texas-based Waterfall Gallery of Austin L.P. filed for
Chapter 11 protection on June 2, 2008 (Bankr. W.D. Tex. Case No.
08-11016).  When the company filed for protection from its
creditors, it listed estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million.


WBHR I: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: WBHR I, LLC
        52 N. Broad St.
        Woodbury, NJ 08096

Bankruptcy Case No.: 08-22863

Chapter 11 Petition Date: July 9, 2008

Court: District of New Jersey (Camden)

Debtor's Counsel: Roger C. Mattson, Esq.
                     Email: rogermattson1@verizon.net
                  26 Newton Ave.
                  Woodbury, NJ 08096
                  Tel: (856) 848-4050
                  Fax: (856) 848-9504

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

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

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


WHITEHALL JEWELERS: U.S. Trustee Forms 7-Member Creditors Panel
---------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors of Chapter 11 cases of Whitehall Jewelers Holdings Inc.
and its debtor-affiliates.

The creditors committee members are:

   1. SDC Designs LLC
      Attn: Abhay Javeri
      529 Fifth Avenue
      New York, New York 10017
      Tel: (212) 764-7979
      Fax: (212) 599-4237

   2. Rosy Blue, Inc.
      Attn: Dipu Mehta
            Nirav Dalal
      529 Fifth  Avenue
      New York, New York 10017
      Tel: (212) 687-8838
      Fax: (212) 856-9835

   3. Leo Schachter Diamonds, LLC
      Attn: Jay I. W einblatt
            Eric Austein
      579 Fifth Avenue
      New York, New York 10017
      Tel: (212) 981-1887 and
           (212) 981-1836
      Fax: (212) 688-3174

  4. Continental Manufacturing, Ltd.
     c/o Continental Jewelry USA, Inc.
     Attn: Lawrence Lee
     115 W. 30 th Street, Suite 300
     New York, New York 10001
     Tel: (212) 695-3303
     Fax: (212) 695-0997

  5. Jewelex New York, Ltd.
     Attn: Nandini Doshi
           Atul Kothari
     529 Fifth Avenue, 18th Floor
     New York, New York 10017
     Tel: (212) 840-3500
     Fax: (212) 840-6077

  6. Simon Property Group, Inc.
     Attn: Ronald M. Tucker
     225 W. Washington Street
     Indianapolis, IN 46204
     Tel: (317) 263-2346
     Fax: (317) 263-7901

  7. General Growth Properties, Inc.
     Attn: Julie Minnick Bowden
     110 N. Wacker Drive
     Chicago, IL 60606
     Tel: (312) 960-2707
     Fax: (312) 442-6374

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

                  About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- own and operate 375     
stores jewelry stores in 39 states.  The company operates stores
in regional and regional shopping malls under the names Whitehall
and Lundstrom.  The Debtors' retail stores operate under the names
Whitehall (271 locations), Lundstrom (24 locations), Friedman's
(56 locations, and Crescent (22 locations).  As of June 23, 2008,
the Debtors have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, represent the Debtors in their restructuring efforts.
The Debtors selected Epiq Bankruptcy Solutions LLC as their
claims, noticing and balloting agent.

When the Debtors' filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


WORNICK CO: Emerges From Bankruptcy Under Chapter 11 Protection
---------------------------------------------------------------
The Wornick Company successfully completed its financial
restructuring and emerged from Chapter 11.

On June 27, 2008, the Hon. J. Vincent Aug, Jr. of the U.S.
Bankruptcy Court for the Southern District of Ohio in Cincinnati
confirmed Wornick's Amended Joint Plan of Reorganization dated
April 4, 2008.

The confirmation order approved, among other things, the sale of
the equity in the reorganized Wornick to a company owned by the
holders of approximately 85% of Wornick's senior secured notes.

As reported in the Troubled Company Reporter on June 30, 2008,
on Feb. 12, 2008, Wornick entered into an Purchase Agreement
with Viren Acquisition Corp.  The Purchase Agreement provides
for the sale of 100% of the equity of Reorganized Wornick, or
substantially all of Wornick's assets to the Purchaser as well
the assumption by the Purchaser of certain of Wornick's
liabilities pursuant to section 363 of the U.S. Bankruptcy Code.

The sale closed [Thurs]day, consummating the plan and marking
Wornick's official emergence from Chapter 11.

Wornick has also closed on a $35 million exit financing facility
which is being provided from certain funds and accounts managed by
DDJ Capital Management, LLC.  The exit financing includes a $10
million term loan and $25 million in revolving credit facilities.

The amended plan classifies claims against and interests in the
Debtors in 11 classes.  The classification of interests and claims
are:

                Treatment of Interests and Claims

   Type of                                  Allowed    Estimated
    Claim              Treatment            Claims     Recovery
   -------             ---------            -------    ---------
   Priority            Unimpaired          $100,000      100%
   Tax Claims

   DIP Financing       Unimpaired       $35,000,000      100%
   Claims

   Other Priority      Unimpaired        $1,700,000      100%
   Claims

   Other Secured       Unimpaired                --      100%
   Claims

   Prepetition          Impaired                 --       --
   Secured Loan
   Agreement
   Claims

   Senior Secured       Impaired      $140,219,335;       36%
   Note Claims                      $125,000,000 in   accrued
                                     principal plus       and
                                     $14,219,335 in    unpaid
                                        prepetition  interest
                                   accrued interest
                                     
   General Unsec.      Unimpaired        $1,000,000      100%
   Claims

   Unliquidated        Unimpaired                --       N/A
   Claims

   Intercompany        Unimpaired                --       N/A
   Claims

   TWC Note Claims      Impaired        $38,000,000        0%

   Subordinated         Impaired                 --        0%
   Securities
   Claims

   Equity Interests    Unimpaired                        100%
   in Surviving
   Debtors other
   than Wornick

   Equity Interests     Impaired                           0%
   of Non-Surviving
   Debtors and
   Wornick

"This is an exciting day for Wornick and all of our employees,"
said Jon Geisler, President and Chief Executive Officer of The
Wornick Company.  "We accomplished what we set out to do at the
beginning of this process. We reduced our burdensome long-term
debt and restored our financial stability.  We have made
significant improvements to our operations and with a more
appropriate level of debt, we can utilize our resources to make
the necessary investments to improve and grow our business.

"I am particularly proud of the fact that we met our commitment to
complete this process as quickly and efficiently as possible," Mr.
Geisler said.  "We completed a successful restructuring in less
than five months, and we did so with minimal impact on our
employees, customers and suppliers.  Throughout the Chapter 11
case, we paid our suppliers in full on normal terms for all pre-
and post-petition goods and services.  We maintained all of our
customer contracts and continued to provide high quality products
and services to our customers without any disruption.  We set out
to make this restructuring a non-event for our key constituents,
and I believe we accomplished that as best we could.

"We are very grateful for the support we have received during this
process from our employees, suppliers and customers," Mr. Geisler
added. " Along with the Board of Directors and the rest of the
senior management team, I am committed to rewarding their loyalty
by building Wornick into a stronger, more successful company."

A full-text copy of the Amended Disclosure Statement is available
for free at:

               http://ResearchArchives.com/t/s?2a80  

A full-text copy of the Amended Joint Chapter 11 Plan of
Liquidation is available for free at:

               http://ResearchArchives.com/t/s?2a81  

Based in Cincinnati, The Wornick Company --
http://www.wornick.com/-- is a leading supplier of individual
and group military field rations to the Department of Defense.  In
addition the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semi-rigid products.  The firm's two main lines of business
are military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and and five of its affiliates filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. S.D. Ohio, Case No. 08-10654).  
Donald W. Mallory, Esq., Kim Martin Lewis , Esq., and Patrick
Burns, Esq. at Dinsmore & Shohl LLP represent the Debtors in
their restructuring efforts.  The Debtor selected Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent.  An
official committee of unsecured creditors has not been appointed
in these cases.  The company listed between $100 million and $500
million assets and between $100 million and $500 million in debts
in its bankruptcy filing.


XM SATELLITE: Sirius Releases Financial Guidance for Combined Biz
-----------------------------------------------------------------
SIRIUS Satellite Radio Inc. related financial guidance for 2009
assuming the completion of the merger of SIRIUS and XM Satellite
Radio Holdings Inc.  Based upon the company's preliminary
analysis, it announced that:

   -- Total synergies, net of the costs to achieve such synergies,
      for the combined company are expected to be approximately
      $400 million in 2009;

   -- Adjusted EBITDA for the combined company is expected to be
      approximately $300 million in 2009.  Adjusted EBITDA is net
      income/(loss) before interest and investment income,
      interest expense (net of amounts capitalized), depreciation
      expense, and non-cash stock compensation expense; and

   -- The combined company is expected to achieve positive free
      cash flow, before satellite capital expenditures, for the
      full year 2009.

To date, neither SIRIUS nor XM has reported positive adjusted
EBITDA or achieved free cash flow for a full year.

"The upside potential from this merger is significant," Mel
Karmazin, SIRIUS Chief Executive Officer and the previously
announced CEO of the combined SIRIUS and XM, said.  "In addition,
the synergies, adjusted EBITDA and free cash flow are expected to
continue to grow in subsequent years, and we look forward to
providing more detail of this growth in coming months."

As disclosed in the Troubled Company Reporter on June 17, 2008,
the closing of the pending merger remains subject to the approval
from the Federal Communications Commission and satisfaction of
other applicable conditions, including the refinancing of certain
XM debt.  On March 24, 2008, the U.S. Department of Justice
informed SIRIUS and XM that it had ended its investigation into
the pending merger, that it had concluded that the merger is not
anti-competitive, and that it will allow the transaction to
proceed. SIRIUS and XM each obtained stockholder approval for the
pending merger in November 2007.

The company's financial guidance for total net synergies, adjusted
EBITDA and free cash flow assumes, among other things: that the
merger will be consummated in the third quarter of 2008; that XM
will incur certain incremental interest expense as a result of
refinancing certain of its debt; that the combined company will
realize certain additional advertising and subscriber revenue
synergies as a result of the merger; and that the combined company
will achieve cost savings and efficiencies in nearly all aspects
of its operations.  No assurance can be given that any of these
objectives will be met or that the amount of incremental interest
at XM will not exceed that anticipated by the company.

Furthermore, the company's financial guidance also assumes that
the combined company will, following the consummation of the
merger, immediately take steps in nearly all operational areas to
rationalize its operations and realize the expected synergies in a
timely manner, but no assurance can be given that the necessary
measures to realize expected synergies will be implemented in a
timely manner.

When the merger was structured, the parties determined that SIRIUS
would be the surviving public parent company and that XM would
become a subsidiary of SIRIUS.  As a result, the preponderance of
XM's existing debt will require refinancing in connection with the
merger.  Because of the refinancing, the combined company expects
XM to incur incremental interest expense as a result of
refinancing certain of its debt.  Principally as a result of this
higher interest expense at XM, among other factors, substantially
more of the free cash flow before satellite capital expenditures
in 2009 is forecast to be realized at SIRIUS, the parent company,
than at XM.  In addition, SIRIUS and XM expect to refinance
certain debt in 2009 that is scheduled to mature during that year.

                      About SIRIUS Satellite

Headquartered in New York, SIRIUS Satellite Radio Inc. (Nasdaq:
SIRI) http://www.sirius.com/-- provides satellite radio services    
in the United States.  

The company offers over 130 channels to its subscribers 69
channels of 100.0% commercial-free music and 65 channels of
sports, news, talk, entertainment, data and weather.

Subscribers receive the company's service through SIRIUS radios,
which are sold by automakers, consumer electronics retailers,
mobile audio dealers and through the company's website.

As of March 31, 2008, SIRIUS radios were available as a factory
and dealer-installed option in 125 vehicle models and as a dealer
only-installed option in 29 vehicle models.

As reported in the Troubled Company Reporter on May 14, 2008, the
company's balance sheet at March 31, 2008, showed $1.5 billion in
total assets and $2.3 billion in total liabilities, resulting in a
$839.4 million total stockholders' deficit.

                   About XM Satellite Radio

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. (Nasdaq: XMSR) -- http://www.xmradio.com/-- is a satellite     
radio company.  The company broadcasts live daily from studios in
Washington, DC, New York City, Chicago, Nashville, Toronto and
Montreal.  

The company also provides satellite-delivered entertainment and
data services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki
and Toyota.

At March 31, 2008, the company's consolidated balance sheet showed
$1.7 billion in total assets, $2.7 billion in total liabilities,
$60.2 million in minority interest, resulting in a $1.1 billion
total stockholders' deficit.

                         *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said its ratings on XM
Satellite Radio Holdings Inc. and XM  atellite Radio Inc.
(CCC+/Watch Developing/--) remain on CreditWatch with developing
implications, where S&P originally placed them on March 4, 2008,
due to S&P's concerns over standalone refinancing risks XM might
face if its merger with Sirius Satellite Radio Inc. (CCC+/Watch
Developing/--) wasn't approved.


ZIFF DAVIS: Makes Silent Exit from Bankruptcy Protection
--------------------------------------------------------
Ziff Davis Media Inc., an indirect wholly-owned subsidiary of Ziff
Davis Holdings Inc., was expected to emerge from Chapter 11 on
July 1, 2008, following the U.S. Bankruptcy Court for the Southern
District of New York's confirmation of its Second Amended Joint
Chapter 11 Plan Of Reorganization.  

Ziff Davis and its debtor-affiliates exited from bankruptcy
protection on July 1, as scheduled, but forgot to tell anyone,
John Blakely of The Deal.com reports.

Jason Young, Ziff Davis' chief executive officer, confirmed the
July 1 emergence from bankruptcy, but considered the company's
June 18 press statement announcing the Plan Confirmation as its
official exit announcement, Mr. Blakely elaborates.   

"We did communicate [our exit] to our customers and vendors,"
Mr. Young told Mr. Blakely.  Mr. Young also conveyed that the
Bankruptcy Court's confirmation of Ziff Davis' Chapter 11 Plan,
"was the most important part of the bankruptcy," Mr. Blakely
discloses.

The Deal.com notes that unlike Ziff Davis, bankrupt companies
normally make it a point to announce their Chapter 11 exits.

The Plan substantially de-leverages Ziff Davis's balance sheet by
converting over $428 million in funded indebtedness to (a) new
common stock of reorganized Ziff Davis Media and (b) a new note of
$57.5 million.  The acceptance of the Plan by voting creditors was
overwhelming.  The Plan provides Ziff Davis with sufficient cash
to fund its exit from Chapter 11 as well as its ongoing business
plan.  This funding will enable the company to finance its Chapter
11 exit obligations as well as ongoing operations for the
foreseeable future.

        Fitch Says Weak U.S. Magazine Trend Will Continue

Noting the Chapter 11 filing of Ziff Davis this year, Fitch
Ratings expects the circulation and advertising growth of U.S.
consumer magazines to continue weakening, The Associated Press
reports.  However, Fitch believes that the magazine industry is
on a better footing than newspapers, the AP adds.

"Consumer magazines have been hurt by the difficult economy and
the shift to digital media consumption, although not as
dramatically as the newspaper industry," the AP quotes Fitch, as
saying.  "This year, revenue growth has been pressured as
publishers struggle to offset circulation and advertising
declines with price increases."

Citing the latest trend of "lower-quality" and "lower-
circulation" magazines in the past years, Fitch forecasts less
ventures into the market, due to the difficult process of
launchingnew titles, the AP elaborates.  Fitch also said that the
more popular and larger magazines will likely "streamline
available print advertising inventory, the AP says.

"If consolidation can be achieved without over-leveraging their
balance sheets, Fitch believes the remaining players could
benefit from scale through portfolios of top brands in
demographics that are attractive to advertisers," the ratings
service told AP.

                  About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated   
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  The Debtors'
schedules show total assets of $144,224,155 and total liabilities
of $441,406,545.

The Court confirmed the Debtors' Second Amended Plan of
Reorganization on June 17, 2008.  (Ziff Davis Bankruptcy News,
Issue No. 16, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)  


ZIFF DAVIS: Parties Dispute Assumption/Rejection of Leases in Plan
------------------------------------------------------------------
Two contract counterparties have field objections to the proposed
rejection of their leases in connection with the Joint Chapter 11
Plan of Ziff Davis Media Inc. and its debtor-affiliates.

A. Westpoint Home

Westpoint Home, Inc., is currently a subtenant-in-possession of
three subleases:

   -- the eighth floor at 63 Madison Avenue, New York, pursuant
      to a third sublease it entered into with BMG Columbia
      House, Inc. on August 22, 2006 -- the BMG Sublease;

   -- a portion of the concourse level of the Madison Avenue
      Building pursuant to a sublease it entered into with Ziff
      Davis Publishing, Inc., also on August 22 -- the Concourse
      Sublease; and

   -- an additional portion of the concourse level of the Madison
      Avenue Building, pursuant to a sublease it entered into
      with The Bank of New York, in October 2006 -- the
      Additional Concourse Sublease.

In their Schedules of Rejected Contracts, the Debtors contemplate
rejecting:

   (a) a lease between Ziff Davis Media Inc., as tenant, and 63
       Madison Associates, LP, as landlord, for certain space in
       the Madison Avenue Building -- the Overlease;

   (b) a lease between Ziff Davis, as sub-landlord, and BoNY, as
       subtenant, also for certain space in the Madison Avenue
       Building -- the Prime Lease; and

   (c) the Concourse Sublease.

Representing Westpoint Home, Gerard S. Catalanello, Esq., at
Wolfbrock LLP, in New York, argues that each of the Subleases are
directly or indirectly derivative of either or both of the
Overlease and the Prime Lease, with the exception of the
Concourse Sublease which is directly with Ziff Davis Publishing.

Mr. Catalanello points out that the Debtors' rejection of the
Overlease, the Prime Lease and the Concourse Sublease puts into
jeopardy Westpoint Home's interests under the Subleases.

In light of the complex interaction between and among all of the
leases and interested parties, Westpoint Home is currently
exploring all of its options with regard to the Schedules and the
Subleases, Mr. Catalanello tells the U.S. Bankruptcy Court for the
District of New York.

Accordingly, Westpoint submits that it is entitled to all of its
rights, claims and protections afforded a lessee, including its
rights to retain possession of all of the premises provided for
under the Subleases in accordance with Section 365(h) of the
Bankruptcy Code.

B. Walter Karl

Walter Karl, Inc., asks the Court to deny the Debtors' intention
to reject a list management agreement it entered into with
Ziff Davis on April 1, 2005, pursuant to which Walter Karl agreed
to act as list manager for Ziff Davis.

Under the List Management Agreement, Walter Karl was compensated
for promoting and marketing the List for use by third parties.  
The initial term of the List Management Agreement was three
years.

On December 31, 2005, Walter Karl and Ziff Davis amended the List
Management Agreement by extending it's term to and through
December 31, 2009.  The Parties also altered certain budget and
revenue provisions of the Agreement.

Joel R. Glucksman, Esq., at Scarinci Hollenbeck, in Lyndhurst,
New Jersey, relates that the Amendment included a provision that
required Walter Karl to pay Ziff Davis a total of $1,500,000 as
deficit payment relating to certain budget projections originally
included in the List Management Agreement.  The Amendment also
provided that, should one or more "Specified Events" occur during
the extended term of the Agreement, Walter Karl would be entitled
to a refund of a portion of the Deficit payment from Ziff Davis.  
Among others, Specified Events identified in the Amendment
included a reduction of 10% or more in the rentable quantities of
the List as of the date of the Amendment.

According to Mr. Glucksman, since April 2005, Walter Karl's
efforts have generated more than $10,000,000 in revenue for Ziff
Davis, and continues to generate more than $26,000 per month.

Mr. Glucksman argues that the proposed rejection of the List
Management Agreement is not in the best interest of the Debtors'
estate or its creditors, because it would trigger specified event
provisions of the Amendment which will result in a claim for
rejection damages by Walter Karl in excess of $600,000.  In
addition, Mr. Glucksman notes that the rejection will result in
the loss of an average ongoing stream of income of more than
$26,000 per month for the Reorganized Debtors.

                Two Parties Object to Cure Amounts

Insys Consulting Services, Inc. and Limelight Networks, Inc. tell
the Court that the Debtors' proposed cure amounts for the
assumption of their executory contracts are not sufficient.

Insys Consulting and Limelight Networks inform Judge Burton
Lifland that as of the Petition Date, the Debtors were in arrears
totaling:

   -- $129,512, for payment of services Insys Consulting rendered
      them under the Insys Contract; and

   -- $251,496 on their payment of invoices delivered for
      services under the Limelight Contract.

Accordingly, Insys Consulting filed a claim against the Debtors
for $129,512, and provided supporting documentation for the
Claim.  

The Debtors have acknowledged the amount of the Claim by
soliciting Insys Consulting's vote on confirmation of the
Debtors' Plan of Reorganization, Leslie S. Barr, Esq., at Windels
Marx Lane & Mittendorf LLP, in New York, asserts.  No objection
has been filed to the Claim, which is deemed allowed under
Section 502(a) of the Bankruptcy Code, Insys Consulting contends.

According to Insys Consulting, the Debtors' proposed cure amount
is only 25% of its Claim amount, which is insufficient to cure
the arrears the Debtors owe on the Insys Contract.

Christopher H. Bayley, Esq., at Snell & Wilmer LLP, in Phoenix,
Arizona, complains that the Debtors' proposed cure amount for
$12,250, is insufficient to cure the amounts in arrearage under
the Limelight Contract.

Accordingly, Insys Consulting and Limelight Network ask the Court
to reject the Debtors' proposed cure amounts.

                  About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated   
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  The Debtors'
schedules show total assets of $144,224,155 and total liabilities
of $441,406,545.

The Court confirmed the Debtors' Second Amended Plan of
Reorganization on June 17, 2008.  (Ziff Davis Bankruptcy News,
Issue No. 16, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)


* Fitch: US Consumer Mags Will Continue to See Lower Circulations
-----------------------------------------------------------------
Fitch Ratings believes that the U.S. consumer magazine segment
will continue to experience lower circulations and advertising
growth opportunities amid the weakening economy and ongoing
transition to digital media.

The shift toward digital media consumption has had a negative
effect on traditional print advertising media.  While not as
dramatically affected as the newspaper industry, consumer
magazines are feeling the adverse impact of the digital
transition.  Advertisers are consolidating and shifting their
advertising budget mix. Revenue growth has stagnated in recent
years and has been under pressure in 2008, as publishers struggle
to offset circulation pressure and declining advertising page
volume in many categories with price increases.

As a result of the volume of corporate actions, (including Ziff-
Davis Media's election to file a voluntary Chapter 11 petition,
U.S. News & World Report's recent announcement that it would cease
weekly publication, and announcements this week from Hearst and
Conde Nast of the closures of Quick & Simple and Golf for Women,
respectively) Fitch has fielded a number of inquires from
investors regarding the magazine subsector's prospects.

Fitch believes that lower-quality, lower-circulation titles were
launched and attracted advertising dollars during the past few
years due to ready access to capital and the health of the overall
economy.  For both cyclical and secular reasons, Fitch anticipates
there will be fewer new entrants as the economics of launching new
product become unattractive.  It is likely that the larger players
will seek to rationalize available print advertising inventory.  
This shake-out could be painful for certain titles and companies.  
If consolidation can be achieved without over leveraging their
balance sheets, Fitch believes the remaining players could benefit
from scale through portfolios of top brands in demographics that
are attractive to advertisers.


* Fitch Changes Outlook on US Health/Managed Care Insurance to Neg
------------------------------------------------------------------
Fitch Ratings has revised its Outlook on the U.S. Health/Managed
Care Insurance Sector to Negative from Stable.  The announcement
reflects Fitch's expectations of lower earnings for the sector for
the remainder of 2008 and into 2009.  The Negative Outlook implies
that Fitch anticipates more downward rating actions relative to
positive rating actions over the next 12-18 months.

Fitch believes operating performance to date in 2008 indicates
that several market participants are either willing to be
aggressive in pricing or the improved predictive underwriting
capabilities demonstrated over the past decade are not as strong
as Fitch previously considered and the agency believes operating
results in 2008 reflect integration difficulties, as the sector
appears to have intensified consolidation of legacy claims and
other administrative IT platforms from several large acquisitions
over the past five years.

Moreover, many non-profit Blue Cross Blue Shield entities have the
ability to price less aggressively due in part to the absence of
earnings demands given their non-public ownership.  Given the BCBS
brand's significant reach across the U.S. health insurance space,
pricing trends at the various BCBS operations can have a
significant impact on the overall sector's performance, including
membership trends and operating margins.

'The sector has demonstrated a greater appetite for debt-financed
capital in recent periods, which when combined with the lower
operating cash flows associated with the decline in expected
earnings, has increased pressure on the sector's capitalization
quality and financial flexibility,' said Peter F. Patrino,
Managing Director, Fitch Ratings.  'Growing concern over future
Medicare funding levels incrementally adds pressure to future
earnings expectations. '

Fitch anticipates that the insurers most likely to experience
negative rating actions are those with a combination of lowered
earnings expectations and higher financial leverage.  It is also
likely that insurers which report a significant decline in
operating margins may also face negative rating pressures.


* S&P Lowers Ratings on 77 Classes of Certificates from 22 US RMBS
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 77
classes of mortgage pass-through certificates from 22 U.S.
subprime residential mortgage-backed securities transactions
issued by various issuers.  Additionally, S&P affirmed its ratings
on 235 other classes of certificates from these transactions and
16 additional deals.  S&P reviewed a total of 38 deals.
     
The lowered ratings reflect the collateral performance of the
affected transactions as of the June 2008 remittance period.  
Class B3 from Aegis Asset Backed Securities Trust 2004-2 and class
B-2 from Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC2
both experienced principal write-downs during the June 2008
remittance periods, which prompted us to downgrade both classes
to 'D'.  S&P downgraded the remaining classes due to the current
credit support and projected credit enhancement based on the
dollar amount of loans currently in the delinquency pipelines of
the affected deals.  During recent months, these deals have
experienced deterioration in credit support and the delinquency
pipelines indicate that the pattern of losses could continue.

The seasoning of the affected deals ranged from 42 months (GSAMP
Trust 2004-OPT) to 64 months (Morgan Stanley Dean Witter Capital I
Inc. Trust 2003-NC2) as of the June 2008 distribution period.  All
of the downgraded deals were issued in 2004 with the exception of
Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC2.  
Cumulative losses for these deals ranged from 0.54% (Homestar
Mortgage Acceptance Corp. 2004-5) to 4.32% (Aegis Asset Backed
Securities Trust 2004-3) of the original pool balances as of the
June 2008 remittance period.  Serious delinquencies (90-plus days,
foreclosures, and REOs) for the same deals affected ranged from
6.96% (Homestar Mortgage Acceptance Corp. 2004-5) to 24.94%
(Fremont Home Loan Trust 2004-D) of the current pool balances.
     
The 235 affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels as of the June 2008 distribution
period.


                          Ratings Lowered

                Aegis Asset Backed Securities Trust
                           Series 2004-1

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M2         00764MBE6     BB-            BB
            B1         00764MBG1     CC             CCC
            B2         00764MBH9     CC             CCC

                Aegis Asset Backed Securities Trust
                            Series 2004-2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M2         00764MBU0     BBB            A
           M3         00764MBV8     B              BB+
           B1         00764MBW6     B-             B
           B2         00764MBX4     CC             CCC
           B3         00764MBY2     D              CCC

                Aegis Asset Backed Securities Trust
                           Series 2004-3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M2         00764MCG0     BBB-           A
           M3         00764MCH8     B+             A-
           B1         00764MCJ4     B              BBB
           B2         00764MCK1     CCC            B+
           B3         00764MCL9     CC             B

                Aegis Asset Backed Securities Trust
                           Series 2004-4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M3         00764MCV7     BBB            A-
           B1         00764MCW5     BBB-           BBB+
           B2         00764MCX3     BB-            BBB
           B3         00764MCY1     B              BBB-

                  Fremont Home Loan Trust 2004-2
                          Series 2004-2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        35729PFF2     CC             CCC

                  Fremont Home Loan Trust 2004-C
                           Series 2004-C

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-4        35729PEW6     BBB            A+
           M-5        35729PEX4     BB             A+
           M-6        35729PEY2     BB-            A
           M-7        35729PEZ9     B              A-
           M-8        35729PFA3     B-             BB
           M-9        35729PFB1     CCC            B

                  Fremont Home Loan Trust 2004-D
                            Series 2004-D

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M5         35729PGG9     BBB            A
           M6         35729PGH7     BB             A-
           M7         35729PGJ3     BB-            BBB+
           M8         35729PGK0     B              BB
           M9         35729PGL8     CCC            B
           M10        35729PGM6     CC             CCC

                       GSAMP Trust 2004-AHL
                          Series 2004-AHL

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-4        36242DHW6     BB-            BBB-

                       GSAMP Trust 2004-NC2
                          Series 2004-NC2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-3        36242DHH9     BB-            BBB-

                       GSAMP Trust 2004-OPT
                          Series 2004-OPT

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-3        36242DNW9     A-             AA-
           B-1        36242DNX7     BB             A+
           B-2        36242DNY5     B              A
           B-3        36242DNZ2     B-             BBB+
           B-4        36242DPA5     CCC            BBB

                 Homestar Mortgage Acceptance Corp.
                           Series 2004-5

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-6        437690CD0     BBB-           BBB+
           M-7        437690CE8     B              BBB

                Long Beach Mortgage Loan Trust 2004-2
                            Series 2004-2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B          542514GE8     B              BB+

               Long Beach Mortgage Loan Trust 2004-4
                           Series 2004-4

                                         Rating
                                         ------
           Class      CUSIP         To             From            
           -----      -----         --             ----
           M-9        542514JB1     BBB            A-
           M-10       542514JC9     BB             BBB+
           M-11       542514JD7     B              BBB
           M-12       542514JE5     CCC            BBB-
           B          542514JF2     CC             BB+

               Long Beach Mortgage Loan Trust 2004-5
                           Series 2004-5

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-6        542514HJ6     BB-            BBB
           M-7        542514HK3     B              BBB
           B-2        542514HM9     CCC            BBB-

               Long Beach Mortgage Loan Trust 2004-6
                           Series 2004-6

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        542514JN5     BB-            BBB+
           M-3        542514JP0     B              BB
           M-4        542514JQ8     B-             B
           M-7        542514JU9     CC             CCC

          Morgan Stanley ABS Capital I Inc. Trust 2004-NC6
                           Series 2004-NC6

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        61744CEY8     BB             BBB
           B-3        61744CEZ5     B              BBB-

      Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC2
                           Series 2003-NC2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-1        61746WB25     CCC            B
           B-2        61746WB33     D              CCC

                Option One Mortgage Loan Trust 2004-3
                            Series 2004-3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-7        68389FFZ2     BBB            A
           M-8        68389FGA6     BB-            A-
           M-9        68389FGB4     B              A-
           M-10       68389FGC2     B-             BBB+

                Saxon Asset Securities Trust 2004-1
                           Series 2004-1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        805564PP0     BBB            A+
           M-3        805564PQ8     BB             A
           M-4        805564PR6     BB-            A-
           B-1        805564PS4     B              BBB+
           B-2        805564PT2     CCC            BBB-

               Saxon Asset Securities Trust 2004-3
                          Series 2004-3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-5        805564QZ7     A-             A+
           M-6        805564RA1     BB             A+
           B-1        805564RB9     BB-            A
           B-2        805564RC7     B              A-
           B-3        805564RD5     CCC            BBB+

                 Terwin Mortgage Trust 2004-7HE
                        Series TMTS2004-7

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-3        881561GD0     BB-            BBB-
           B-2        881561GC2     BB+            BBB

                  Terwin Mortgage Trust 2004-9HE
                          Series 2004-9HE

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        881561KA1     BBB            A
           M-3        881561KB9     BB-            A-
           B-1        881561KC7     B              BBB
           B-2        881561KD5     CCC            BB
           B-3        881561KE3     CC             CCC

                          Ratings Affirmed

                           2003-CB4 Trust
                           Series 2003-CB4

                   Class      CUSIP         Rating
                   -----      -----         ------
                   AF-1       04542BDP4     AAA
                   M-1        04542BDT6     AAA
                   M-2        04542BDU3     AA
                   B-1        04542BDV1     A
                   B-2        04542BDW9     BBB

                         2003-CB6 Trust
                        Series 2003-CB6

                  Class      CUSIP         Rating
                  -----      -----         ------
                  AF-5       12489WHC1     AAA
                  AF-6       12489WHD9     AAA
                  M-1        12489WHE7     AA+
                  M-2        12489WHF4     AA-
                  M-3        12489WHG2     A
                  M-4        12489WHH0     BBB+
                  M-5        12489WHJ6     BBB
                  M-6        12489WHK3     BB+

                          2004-CB1 Trust
                          Series 2004-CB1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  AF-1       04542BFH0     AAA
                  M-1        04542BFM9     AA
                  M-2        04542BFN7     A
                  M-3        04542BFP2     A-
                  B-1        04542BFQ0     BBB+
                  B-2        04542BFR8     BBB
                  B-3        04542BFS6     BBB-
                  B-4        04542BGD8     BB

                           2004-CB2 Trust
                           Series 2004-CB2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-1        12489WHY3     AAA
                  M-2        12489WHZ0     AA-
                  M-3        12489WJA3     A
                  B-1        12489WJB1     BBB+
                  B-2        12489WJC9     BBB
                  B-3        12489WJD7     BBB-
                  B-4        12489WJE5     BB

                          2004-CB4 Trust
                          Series 2004-CB4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-4        12489WJN5     AAA
                  A-5        12489WJP0     AAA
                  A-6        12489WJQ8     AAA
                  M-1        12489WJR6     AA+
                  M-2        12489WJS4     A+
                  M-3        12489WJT2     A
                  B-1        12489WJU9     BBB+
                  B-2        12489WJV7     BBB
                  B-3        12489WJW5     BBB-
                  B-4        12489WJX3     BB+

                          2004-CB5 Trust
                          Series 2004-CB5

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-1        04542BHY1     AA
                  M-2        04542BHZ8     A+
                  M-3        04542BJA1     A
                  B-1        04542BJB9     A-
                  B-2        04542BJC7     BBB+
                  B-3        04542BJD5     BBB-
                  B-4        04542BJE3     BBB-

                Aegis Asset Backed Securities Trust
                           Series 2004-1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M1         00764MBD8     AA
                  M3         00764MBF3     B

                 Aegis Asset Backed Securities Trust
                            Series 2004-2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A1         00764MBN6     AAA
                  A3         00764MBQ9     AAA
                  A5         00764MBS5     AAA
                  M1         00764MBT3     AA

                 Aegis Asset Backed Securities Trust
                            Series 2004-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A1         00764MCC9     AAA
                  A2-B       00764MCE5     AAA
                  M1         00764MCF2     AA

                 Aegis Asset Backed Securities Trust
                             Series 2004-4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A1         00764MCQ8     AAA
                  A2-B       00764MCS4     AAA
                  M1         00764MCT2     AA
                  M2         00764MCU9     A

           Citigroup Mortgage Loan Trust, Series 2003-CB5
                          Series 2003-CB5

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-1        79549AYY9     AAA
                  M-2        79549AYZ6     AA+
                  M-3        79549AZA0     AA
                  B-1        79549AZB8     A+
                  B-2        79549AZC6     BBB
                  B-3        79549AZD4     B

           Citigroup Mortgage Loan Trust, Series 2004-CB7
                          Series 2004-CB7

                  Class      CUSIP         Rating
                  -----      -----         ------
                  AF-4       17307GLM8     AAA
                  AF-5       17307GLN6     AAA
                  M-1        17307GLP1     AA
                  M-2        17307GLQ9     A
                  M-3        17307GLR7     A-
                  B-1        17307GLS5     BBB+
                  B-2        17307GLT3     BBB
                  B-3        17307GLU0     BBB-
                  B-4        17307GLV8     BB

                  Fremont Home Loan Trust 2004-2
                          Series 2004-2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-1        35729PED8     AAA
                  M-2        35729PEE6     AA+
                  M-3        35729PEF3     AA
                  M-4        35729PEG1     A+
                  M-5        35729PEH9     A
                  M-6        35729PEJ5     A-
                  M-7        35729PEK2     BBB
                  M-8        35729PEL0     BB
                  M-9        35729PEM8     B
                  B-1                      CCC

                  Fremont Home Loan Trust 2004-C
                           Series 2004-C

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-1        35729PET3     AA+
                  M-2        35729PEU0     AA+
                  M-3        35729PEV8     AA-

                   Fremont Home Loan Trust 2004-D
                            Series 2004-D

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M1         35729PGC8     AA+
                  M2         35729PGD6     AA
                  M3         35729PGE4     AA-
                  M4         35729PGF1     A+

                       GSAMP Trust 2004-AHL
                          Series 2004-AHL

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-1        36242DHQ9     AA+
                  M-2        36242DHR7     A+
                  M-3        36242DHS5     A
                  B-1        36242DHT3     A-
                  B-2        36242DHU0     BBB+
                  B-3        36242DHV8     BBB

                        GSAMP Trust 2004-AR1
                           Series 2004-AR1

                  Class      CUSIP         Rating                  
                  -----      -----         ------
                  A-1A       36228F6J0     AAA

                       GSAMP Trust 2004-NC1
                          Series 2004-NC1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-1        36228FP67     AA
                  M-2        36228FP75     A
                  M-3        36228FP83     A-
                  B-1        36228FP91     BBB+
                  B-2        36228FQ25     BBB
                  B-3        36228FQ33     BBB-

                       GSAMP Trust 2004-NC2
                          Series 2004-NC2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1A       36242DGX5     AAA
                  A-1B       36242DGY3     AAA
                  A-2C       36242DHE6     AAA
                  M-1        36242DHA4     AA
                  M-2        36242DHB2     A
                  M-3        36242DHC0     A-
                  B-1        36242DHF3     BBB+
                  B-2        36242DHG1     BBB

                        GSAMP Trust 2004-OPT
                          Series 2004-OPT

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        36242DNQ2     AAA
                  A-4        36242DNT6     AAA
                  M-1        36242DNU3     AA+
                  M-2        36242DNV1     AA

                 Homestar Mortgage Acceptance Corp.
                           Series 2004-5

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        437690BU3     AAA
                  A-4        437690BX7     AAA
                  M-1        437690BY5     AA+
                  M-2        437690BZ2     AA
                  M-3        437690CA6     A+
                  M-4        437690CB4     A
                  M-5        437690CC2     A-

               Long Beach Mortgage Loan Trust 2004-2
                          Series 2004-2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        542514FT6     AAA
                  M1         542514FX7     AA
                  M2         542514FY5     A+
                  M3         542514FZ2     A
                  M4         542514GA6     A-
                  M5         542514GB4     BBB+
                  M6         542514GC2     BBB
                  M7         542514GD0     BBB-

                Long Beach Mortgage Loan Trust 2004-3
                            Series 2004-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        542514GF5     AAA
                  M-1        542514GM0     AA+
                  M-2        542514GN8     AA
                  M-3        542514GP3     AA-
                  M-4        542514GQ1     A+
                  M-5        542514GR9     A
                  M-6        542514GS7     A-
                  M-7        542514GT5     BBB+
                  M-8        542514GU2     BBB
                  M-9        542514GV0     BBB-

               Long Beach Mortgage Loan Trust 2004-4
                           Series 2004-4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1A-1       542514HN7     AAA
                  M-1        542514HT4     AAA
                  M-2        542514HU1     AA+
                  M-3        542514HV9     AA+
                  M-4        542514HW7     AA
                  M-5        542514HX5     AA-
                  M-6        542514HY3     A+
                  M-7        542514HZ0     A
                  M-8        542514JA3     A-

                Long Beach Mortgage Loan Trust 2004-5
                           Series 2004-5

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        542514GW8     AAA
                  A-5        542514HB3     AAA
                  A-6        542514HC1     AAA
                  M-1        542514HD9     AA
                  M-2        542514HE7     A+
                  M-4        542514HG2     A-
                  M-3        542514HF4     A
                  M-5        542514HH0     BBB+

                Long Beach Mortgage Loan Trust 2004-6
                            Series 2004-6

                  Class      CUSIP         Rating
                  -----      -----         ------
                  I-A2       542514JH8     AAA
                  A-3        542514JL9     AAA
                  M-1        542514JM7     AA+
                  M-5        542514JR6     CCC
                  M-6        542514JS4     CCC

          Morgan Stanley ABS Capital I Inc. Trust 2004-NC1
                          Series 2004-NC1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-1        61744CAW6     AA
                  M-2        61744CAX4     A
                  M-3        61744CAY2     A-
                  B-1        61744CAZ9     BBB+
                  B-2        61744CBA3     BBB
                  B-3        61744CBB1     BBB-

          Morgan Stanley ABS Capital I Inc. Trust 2004-NC6
                         Series 2004-NC6

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-1        61744CEU6     AA
                  M-2        61744CEV4     A
                  M-3        61744CEW2     A-
                  B-1        61744CEX0     BBB+

      Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC2
                           Series 2003-NC2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-1        61746WA75     AA+
                  M-2        61746WA83     A
                  M-3        61746WA91     BBB

               Option One Mortgage Loan Trust 2003-6
                           Series 2003-6

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        68389FED2     AAA
                  A-2        68389FEE0     AAA
                  A-3        68389FEF7     AAA
                  M-1        68389FEG5     AA+
                  M-2        68389FEH3     AA
                  M-3        68389FEJ9     AA-
                  M-4        68389FEK6     A
                  M-5        68389FEL4     BBB
                  M-6        68389FEM2     BBB-

               Option One Mortgage Loan Trust 2004-3
                           Series 2004-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        68389FFP4     AAA
                  A-4        68389FFS8     AAA
                  M-1        68389FFT6     AA+
                  M-2        68389FFU3     AA
                  M-3        68389FFV1     AA
                  M-4        68389FFW9     AA-
                  M-5        68389FFX7     A+
                  M-6        68389FFY5     A+

                 Saxon Asset Securities Trust 2003-3
                           Series 2003-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  AF-4       805564NZ0     AAA
                  AF-5       805564PA3     AAA
                  AF-6       805564PB1     AAA
                  AV-2       805564PD7     AAA
                  M-1        805564PE5     AA
                  M-2        805564PF2     A
                  M-3        805564PG0     A-
                  M-4        805564PH8     BBB+
                  M-5        805564PJ4     BBB
                  M-6        805564PK1     BBB-

                Saxon Asset Securities Trust 2004-1
                            Series 2004-1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A          805564PL9     AAA
                  S          805564PU9     AAA
                  M-1        805564PN5     AA+

                Saxon Asset Securities Trust 2004-3
                           Series 2004-3

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1A       805564QR5     AAA
                  A-1C       805564RG8     AAA
                  A-4        805564QU8     AAA
                  M-1        805564QV6     AAA
                  M-3        805564QX2     AA+
                  M-2        805564QW4     AA+
                  M-4        805564QY0     AA-

                  Terwin Mortgage Trust 2004-7HE
                        Series TMTS2004-7

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        881561FV1     AAA
                  A-3        881561FX7     AAA
                  M-1        881561FY5     AA
                  M-2        881561FZ2     A
                  M-3        881561GA6     A-
                  B-1        881561GB4     BBB+
                  S          881561GP3     AAA

                  Terwin Mortgage Trust 2004-9HE
                          Series 2004-9HE

                  Class      CUSIP         Rating                  
                  -----      -----         ------
                  A-1        881561JW5     AAA
                  A-3        881561JY1     AAA
                  M-1        881561JZ8     AA

             Terwin Mortgage Trust Series TMTS 2003-6HE
                          Series 2003-6HE

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        881561CE2     AAA
                  A-3        881561CG7     AAA
                  M-1        881561CH5     AA+
                  M-2        881561CJ1     A+
                  M-3        881561CK8     BBB
                  M-4        881561CL6     B
                  M-5        881561CM4     CCC

            Terwin Mortgage Trust, Series TMTS 2003-4HE
                         Series 2003-4HE

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        881561BU7     AAA
                  A-3        881561CB8     AAA
                  M-1        881561BV5     AAA
                  M-2        881561BW3     AA+
                  B          881561BX1     BBB+
                  R          881561CC6     AAA


* S&P: Current Credit Market Conditions Add Doubt to Refinancing
----------------------------------------------------------------
A new report from Standard & Poor's, titled "U.S. Credit Comment:
High-Yield Refunding Needs Are Not A Significant Source Of Default
Pressure In The Near-Term," states that current credit market
conditions have added some uncertainty to the refinancing process,
and though most investment-grade firms have not had trouble
issuing debt in the current environment, the high-yield market has
been much more stringent.
     
"With credit conditions tight, there is a risk that stressed firms
may find it hard to roll over or refund debt," said Diane Vazza,
head of Standard & Poor's Global Fixed Income Research Group.  
"Based on our sample of 11,548 U.S. corporate bond fixed and
floating rate issues as of June 30, 2008, there is only
$9.1 billion in speculative-grade bonds maturing in the second
half of the year."
     
The light high-yield bond maturity schedule should not be a
significant source of default pressure in 2008.


* S&P Says US Airports Must Prepare for Turbulence Ahead
--------------------------------------------------------
U.S. airports are coming off a smooth ride.  Now, they must
prepare for the turbulence ahead, says a report published by
Standard & Poor's Ratings Services.
     
The commentary, entitled "Ailing Airlines Are Giving U.S. Airports
Plenty To Worry About," says that airlines suffering through high
energy prices and a weak economy are behind the airports' current
problems.  In addition, long-term issues include possible
regulatory changes, security, and the continual evolution of the
modern airline business model.
     
"Except for growth in international traffic at key U.S. hubs,
positive trends are difficult to come by as high jet fuel prices
take their toll across the entire aviation industry," said Mr.
Forsgren.
     
During the next six-to-nine months and barring external shocks,
Standard & Poor's views airport credit quality as stable but
threatened, with little likelihood of improvement.  The
conflicting imperatives to continue long-term capital improvements
while simultaneously attempting to limit costs for airlines are
likely to squeeze financial margins for many airport operators in
2008 and 2009.


* S&P Downgrades Ratings on 109 Tranches from 36 US CDOs
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 109
tranches from 36 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 66 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P affirmed one 'AAA' rating and removed it from CreditWatch with
negative implications.  S&P also affirmed one 'AAA' rating that
was not previously on CreditWatch.  The ratings on 40 of the
downgraded tranches remain on CreditWatch with negative
implications, indicating a significant likelihood of further
downgrades.

The CreditWatch placements primarily affect transactions for which
a significant portion of the collateral assets currently have
ratings on CreditWatch negative or have significant exposure to
assets rated in the 'CCC' category.
     
The downgraded tranches have a total issuance amount of
$29.291 billion.  Nine of the 36 affected transactions are high-
grade structured finance CDOs of asset-backed securities, which
are CDOs collateralized at origination primarily by 'AAA' through
'A' rated tranches of residential mortgage-backed securities and
other SF securities.  Twenty-two of the 36 transactions are
mezzanine SF CDOs of ABS, which are collateralized in large part
by mezzanine tranches of RMBS and other SF securities.  The other
five transactions are CDO of CDO transactions that were
collateralized at origination primarily by notes from other CDOs,
as well as by tranches from RMBS and other SF transactions.  The  
CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.

To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
have lowered its ratings on 3,423 tranches from 815 U.S. cash
flow, hybrid, and synthetic CDO transactions as a result of stress
in the U.S. residential mortgage market and credit deterioration
of U.S. RMBS.  In addition, 1307ratings from 375 transactions are
currently on CreditWatch negative for the same reasons.  In all,
S&P have downgraded $375.502 billion of CDO issuance.  
Additionally, S&P's ratings on $12.413 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of downgrades.


                         Rating Actions
                                               Rating
                                               ------
  Transaction                   Class   To             From
  -----------                   -----   --             ----
6th Avenue Funding 2006-1 Ltd.  X     CCC-/Watch Neg BB/Watch Neg
6th Avenue Funding 2006-1 Ltd.  A-1A  CCC-/Watch Neg BB-/Watch Neg   
6th Avenue Funding 2006-1 Ltd.  A-1B  CCC-/Watch Neg BB-/Watch Neg   
6th Avenue Funding 2006-1 Ltd.  A-2   CC             CCC-/WatchNeg
ACA ABS 2007-2 Ltd.             X    CCC-/Watch Neg CCC+/Watch Neg
ACA ABS 2007-2 Ltd.         S (VFN)   CC            CCC-/Watch Neg
ACA ABS 2007-2 Ltd.             A1M   CC            CCC-/Watch Neg
ACA Aquarius 2006-1             A1-S  CCC-/Watch Neg BB/Watch Neg
ACA Aquarius 2006-1             A1-J  CC            CCC-/Watch Neg
ACA Aquarius 2006-1             A2    CC            CCC-/Watch Neg
Armitage ABS CDO Ltd.           A-1M  CC             CCC/Watch Neg
Armitage ABS CDO Ltd.           A-1Q  CC             CCC/Watch Neg
Aventine Hill CDO I Ltd.        X     B-/Watch Neg   BB-/Watch Neg
Aventine Hill CDO I Ltd.        A1S   CCC/Watch Neg  BB-/Watch Neg
Aventine Hill CDO I Ltd.        A1J   CC            CCC-/Watch Neg
Aventine Hill CDO I Ltd.        A2    CC            CCC-/Watch Neg
BFC Ajax CDO Ltd.               A     BB+/Watch Neg  A-/Watch Neg
BFC Ajax CDO Ltd.               B     BB/Watch Neg  BBB+/Watch Neg
BFC Ajax CDO Ltd.               X     B+/Watch Neg  BBB+/Watch Neg
BFC Ajax CDO Ltd.               C     CCC+/Watch NegBBB-/Watch Neg
BFC Ajax CDO Ltd.               D     CC             B/Watch Neg
Bonifacius Ltd.                 A-1M  CCC/Watch Neg  BB/Watch Neg
Bonifacius Ltd.                 A-1Q  CCC/Watch Neg  BB/Watch Neg
Bonifacius Ltd.                 A-1J  CC            CCC-/Watch Neg
Bonifacius Ltd.                 A-2   CC            CCC-/Watch Neg
Bonifacius Ltd.                 A-3   CC            CCC-/Watch Neg
Bonifacius Ltd.                 A-4   CC            CCC-/Watch Neg
Brooklyn Structured Finance CDO A-1S  CC             B/Watch Neg
Brooklyn Structured Finance CDO A-1J  CC            CCC-/Watch Neg
Camber 6 plc               A-1 & A-2  CCC-/Watch Neg BB/Watch Neg
Camber 6 plc                    B     CC            CCC-/Watch Neg
Camber 6 plc                    C     CC            CCC-/Watch Neg
Camber 6 plc                mbo Nts   CC            CCC-/Watch Neg
Careel Bay CDO Ltd.             A1S   CCC-/Watch Neg BB/Watch Neg
Careel Bay CDO Ltd.             A1J   CC            CCC-/Watch Neg
Careel Bay CDO Ltd.             A2    CC            CCC-/Watch Neg
Cherry Creek CDO I Ltd.         A1S   B-/Watch Neg   BB/Watch Neg
Cherry Creek CDO I Ltd.         A1J   CC            CCC-/Watch Neg
Cherry Creek CDO I Ltd.         A-2   CC            CCC-/Watch Neg
Duke Funding XIII Ltd.          X     CCC+/Watch Neg BB+/Watch Neg
Duke Funding XIII Ltd.        A1S VFN CC            CCC+/Watch Neg
Duke Funding XIII Ltd.          A1J   CC            CCC-/Watch Neg
Glacier Funding CDO II Ltd.     A-2   AAA            AAA/Watch Neg
Glacier Funding CDO II Ltd.     B     B-/Watch Neg  BBB-/Watch Neg
Glacier Funding CDO II Ltd.     C     CC            CCC-/Watch Neg
GSC ABS Funding 2006-3g Ltd.    A-1-a CCC-/Watch NegCCC+/Watch Neg
GSC ABS Funding 2006-3g Ltd.    A-1-b CC             CCC/Watch Neg
GSC ABS Funding 2006-3g Ltd.    A-1LT CCC-/Watch NegCCC+/Watch Neg
GSC ABS Funding 2006-3g Ltd.    A-2   CC            CCC-/Watch Neg
Gulf Stream-Atlantic CDO 2007-1 A-1VF CC             B/Watch Neg
Gulf Stream-Atlantic CDO 2007-1 A-2   CC            CCC-/Watch Neg
Hartshorne CDO I Ltd.           X     CCC-/Watch Neg BB/Watch Neg
Hartshorne CDO I Ltd.           A-1S  CC            CCC+/Watch Neg
Hartshorne CDO I Ltd.           A-1J  CC            CCC-/Watch Neg
Kleros Preferred Funding V PLC  A-1   CCC-          CCC+/Watch Neg
Kleros Preferred Funding V PLC  A-2   CC            CCC-/Watch Neg
Kleros Preferred Fndng VII Ltd  A-1   BB-/Watch Neg BBB+/Watch Neg
Kleros Preferred Fndng VII Ltd  A-2   CC             CCC/Watch Neg
Kleros Preferred Fndng VII Ltd  A-3   CC            CCC-/Watch Neg
Lancer Funding II Ltd.          X     CCC-/Watch Neg BB/Watch Neg
Lancer Funding II Ltd.          A1S   CC             CCC-/Watch
Neg
Longport Funding III Ltd.      A1-VFN CCC/Watch Neg  B+/Watch Neg
Longport Funding III Ltd.       A2A   CC             B-/Watch Neg
Longport Funding III Ltd.       A2B   CC            CCC+/Watch Neg
Longport Funding III Ltd.       B     CC            CCC-/Watch Neg
Longridge ABS CDO II Ltd.       A1S   CC             B+/Watch Neg
Longridge ABS CDO II Ltd.       A1J   CC            CCC-/Watch Neg
Longridge ABS CDO II Ltd.       A2S   CC            CCC-/Watch Neg
Longshore CDO Funding 2007-3    A-2   CCC-/Watch Neg CCC/Watch Neg
Longshore CDO Funding 2007-3    A-3   CC            CCC-/Watch Neg
Millstone IV CDO Ltd.           A-1A  B-/Watch Neg   B+/Watch Neg
Millstone IV CDO Ltd.           A-1B  B-/Watch Neg   B+/Watch Neg
Millstone IV CDO Ltd.           A-1C  B-/Watch Neg   B+/Watch Neg
Millstone IV CDO Ltd.           A-2   CCC/Watch Neg  B-/Watch Neg
Neptune CDO IV Ltd.             A-1   CCsrb          CCCsrb      
Neptune CDO IV Ltd.             X     CC             BB          
Preston CDO I Ltd.              X     CCC-/Watch Neg B+/Watch Neg
Preston CDO I Ltd.              A1S   CC             B+/Watch Neg
Preston CDO I Ltd.              A1J   CC            CCC-/Watch Neg
Preston CDO I Ltd.              A2    CC            CCC-/Watch Neg
Rockbound CDO I Ltd.        A-1S Fund CC             CCC-        
Silver Elms CDO II Ltd.         A-1M  B-/Watch Neg   A-/Watch Neg
Silver Elms CDO II Ltd.         A-1Q  B-/Watch Neg   A-/Watch Neg
Silver Elms CDO II Ltd.         A-2   CC             BB/Watch Neg
Silver Elms CDO II Ltd.         A-3   CC            CCC+/Watch Neg
Silver Marlin CDO I Ltd.        A-2   CCC+/Watch Neg BB/Watch Neg
Silver Marlin CDO I Ltd.        A-3   CC             B-/Watch Neg
STACK 2005-2 Ltd.          A-1 & A-2  B-             BB/Watch Neg
STACK 2005-2 Ltd.               B     CC            CCC-/Watch Neg
STACK 2005-2 Ltd.               C     CC            CCC-/Watch Neg
Stack 2007-1 Ltd.               A-1A  BB/Watch Neg   AA-/Watch Neg
Stack 2007-1 Ltd.               A-2   CC             B/Watch Neg
Stack 2007-1 Ltd.               A-3   CC             CCC/Watch Neg
Stack 2007-1 Ltd.               A-4   CC            CCC-/Watch Neg
Stack 2007-1 Ltd.               A-1B  CCC/Watch Neg BBB-/Watch Neg
STATIC Residential CDO 2006-C   A-1a  CC             CCC/Watch Neg
TABS 2006-6 Ltd.                A1S   CC            CCC-/Watch Neg
Tasman CDO Ltd.                 A1S   CCC-/Watch Neg BB-/Watch Neg
Tasman CDO Ltd.                 A1J   CC            CCC-/Watch Neg
Timberwolf I Ltd.               S-1   B-/Watch Neg   BB/Watch Neg
Timberwolf I Ltd.               A-1a  CCC-/Watch Neg BB/Watch Neg
Timberwolf I Ltd.               A-1b  CC            CCC-/Watch Neg
Timberwolf I Ltd.               A-1c  CC            CCC-/Watch Neg
Timberwolf I Ltd.               A-1d  CC            CCC-/Watch Neg
Tricadia CDO 2006-7 Ltd.   A-1 Unfd   CC            CCC-/Watch Neg
Tricadia CDO 2006-7 Ltd.   A-1 Funded CC            CCC-/Watch Neg
Tricadia CDO 2006-7 Ltd.        A-X   CCC-/Watch Neg BB/Watch Neg
Vertical ABS CDO 2007-2 Ltd.    X     CCC-/Watch Neg B/Watch Neg
Vertical ABS CDO 2007-2 Ltd.    A1S   CC            CCC+/Watch Neg
Vertical ABS CDO 2007-2 Ltd.    A1J   CC            CCC-/Watch Neg

                        Rating Affirmed

      Transaction                          Class      Rating       
      -----------                          -----      ------
      Duke Funding XIII Ltd                I Combo
AAA                     

                    Other Outstanding Ratings

      Transaction                          Class      Rating       
      -----------                          -----      ------
      6th Avenue Funding 2006-1 Ltd.       B          CC     
      6th Avenue Funding 2006-1 Ltd.       C          CC     
      6th Avenue Funding 2006-1 Ltd.       D          CC     
      ACA ABS 2007-2 Ltd.                  A1J        CC     
      ACA ABS 2007-2 Ltd.                  A2         CC     
      ACA ABS 2007-2 Ltd.                  A3         CC     
      ACA ABS 2007-2 Ltd.                  B1         CC     
      ACA ABS 2007-2 Ltd.                  B2         CC     
      ACA Aquarius 2006-1                  A3         CC     
      ACA Aquarius 2006-1                  B1         CC     
      ACA Aquarius 2006-1                  B2         CC     
      ACA Aquarius 2006-1                  B3         CC     
      ACA Aquarius 2006-1                  I Sub Nts  CC     
      Armitage ABS CDO Ltd.                A-2        CC     
      Armitage ABS CDO Ltd.                A-3        CC     
      Armitage ABS CDO Ltd.                A-4        CC     
      Armitage ABS CDO Ltd.                B          CC     
      Armitage ABS CDO Ltd.                C          CC     
      Aventine Hill CDO I Ltd.             A3         CC     
      Aventine Hill CDO I Ltd.             B1         CC     
      Aventine Hill CDO I Ltd.             B2         CC     
      Aventine Hill CDO I Ltd.             I Sub Nts  CC     
      BFC Ajax CDO Ltd.                    E          CC     
      Bonifacius Ltd.                      B          CC     
      Bonifacius Ltd.                      C          CC     
      Bonifacius Ltd.                      D          CC     
      Brooklyn Structured Finance CDO      A-2L       CC     
      Brooklyn Structured Finance CDO      A-3L       CC     
      Brooklyn Structured Finance CDO      B          CC     
      Brooklyn Structured Finance CDO      C          CC     
      Camber 6 plc                         D          CC     
      Camber 6 plc                         E          CC     
      Camber 6 plc                         F          CC     
      Careel Bay CDO Ltd.                  A3         CC     
      Careel Bay CDO Ltd.                  B          CC     
      Careel Bay CDO Ltd.                  C          CC     
      Cherry Creek CDO I Ltd.              A-3        CC     
      Cherry Creek CDO I Ltd.              B          CC     
      Duke Funding XIII Ltd.               A2S        CC     
      Duke Funding XIII Ltd.               A2J        CC     
      Duke Funding XIII Ltd.               A3         CC     
      Duke Funding XIII Ltd.               B1         CC     
      Duke Funding XIII Ltd.               B2         CC     
      Duke Funding XIII Ltd.               2 Combo    CC     
      Glacier Funding CDO II Ltd.          A-1NV      AAA    
      Glacier Funding CDO II Ltd.          D          CC     
      Glacier Funding CDO II Ltd.          Pref Shrs  CC     
      Glacier Funding CDO II Ltd.          A-1V       AAA    
      GSC ABS Funding 2006-3g Ltd.         B          CC     
      GSC ABS Funding 2006-3g Ltd.         C          CC     
      GSC ABS Funding 2006-3g Ltd.         D          CC     
      Gulf Stream-Atlantic CDO 2007-1      B          CC     
      Gulf Stream-Atlantic CDO 2007-1      C          CC     
      Gulf Stream-Atlantic CDO 2007-1      D          CC     
      Gulf Stream-Atlantic CDO 2007-1      E          CC     
      Gulf Stream-Atlantic CDO 2007-1      F          CC     
      Gulf Stream-Atlantic CDO 2007-1      G          CC     
      Gulf Stream-Atlantic CDO 2007-1      Sub Notes  CC     
      Hartshorne CDO I Ltd.                A-2        CC     
      Hartshorne CDO I Ltd.                A-3        CC     
      Hartshorne CDO I Ltd.                B1         CC     
      Hartshorne CDO I Ltd.                B2         CC     
      Hartshorne CDO I Ltd.                B3         CC     
      Kleros Preferred Funding V PLC       A-3        CC     
      Kleros Preferred Funding V PLC       B          CC     
      Kleros Preferred Funding V PLC       C          CC     
      Kleros Preferred Funding V PLC       D          CC     
      Kleros Preferred Funding V PLC       E          CC     
      Kleros Preferred Funding VII Ltd.    A-4        CC     
      Kleros Preferred Funding VII Ltd.    B          CC     
      Kleros Preferred Funding VII Ltd.    C          CC     
      Kleros Preferred Funding VII Ltd.    D          CC     
      Lancer Funding II Ltd.               A1J        CC     
      Lancer Funding II Ltd.               A2         CC     
      Lancer Funding II Ltd.               A3         CC     
      Lancer Funding II Ltd.               B          CC     
      Longport Funding III Ltd.            C          CC     
      Longport Funding III Ltd.            D          CC     
      Longport Funding III Ltd.            E          CC     
      Longport Funding III Ltd.            SubNotes   CC     
      Longridge ABS CDO II Ltd.            A2J        CC     
      Longridge ABS CDO II Ltd.            A3S        CC     
      Longridge ABS CDO II Ltd.            A3J        CC     
      Longridge ABS CDO II Ltd.            B1         CC     
      Longridge ABS CDO II Ltd.            B2         CC     
      Longridge ABS CDO II Ltd.            B3         CC     
      Longridge ABS CDO II Ltd.            C          CC     
      Longshore CDO Funding 2007-3 Ltd.    A-1        AA/Watch Neg
      Longshore CDO Funding 2007-3 Ltd.    B          CC     
      Longshore CDO Funding 2007-3 Ltd.    C          CC     
      Longshore CDO Funding 2007-3 Ltd.    D          CC     
      Millstone IV CDO Ltd.                A-3        CC     
      Millstone IV CDO Ltd.                B          CC     
      Millstone IV CDO Ltd.                C-1        CC     
      Millstone IV CDO Ltd.                C-2        CC     
      Millstone IV CDO Ltd.                D          CC     
      Neptune CDO IV Ltd.                  A-2        CC     
      Neptune CDO IV Ltd.                  B          CC     
      Neptune CDO IV Ltd.                  C          CC     
      Neptune CDO IV Ltd.                  D          CC     
      Neptune CDO IV Ltd.                  E          CC     
      Preston CDO I Ltd.                   A3         CC     
      Preston CDO I Ltd.                   B1         CC     
      Preston CDO I Ltd.                   B2         CC     
      Rockbound CDO I Ltd.                 A-1J       CC     
      Silver Elms CDO II Limited           B          CC     
      Silver Elms CDO II Limited           C          CC     
      Silver Elms CDO II Ltd.              D          CC     
      Silver Marlin CDO I Ltd.             A-1        AAA    
      Silver Marlin CDO I Ltd.             A-4        CC     
      Silver Marlin CDO I Ltd.             B          CC     
      Silver Marlin CDO I Ltd.             C          CC     
      Silver Marlin CDO I Ltd.             D          CC     
      Silver Marlin CDO I Ltd.             E          CC     
      Silver Marlin CDO I Ltd.             F          CC     
      STACK 2005-2 Ltd.                    D          CC     
      STACK 2005-2 Ltd.                    E          CC     
      STACK 2005-2 Ltd.                    F          CC     
      Stack 2007-1 Ltd.                    B          CC     
      Stack 2007-1 Ltd.                    C          CC     
      Stack 2007-1 Ltd.                    D          CC     
      Stack 2007-1 Ltd.                    E          CC     
      STATIC Residential CDO 2006-C Ltd.   A-1b       CC     
      STATIC Residential CDO 2006-C Ltd.   A-2        CC     
      STATIC Residential CDO 2006-C Ltd.   B-1        CC     
      STATIC Residential CDO 2006-C Ltd.   B-2        CC     
      STATIC Residential CDO 2006-C Ltd.   C          CC     
      STATIC Residential CDO 2006-C Ltd.   D-1a       CC     
      STATIC Residential CDO 2006-C Ltd.   D-1b       CC     
      STATIC Residential CDO 2006-C Ltd.   D-2        CC     
      TABS 2006-6 Ltd.                     A1J        CC     
      TABS 2006-6 Ltd.                     A2         CC     
      TABS 2006-6 Ltd.                     A3         CC     
      TABS 2006-6 Ltd.                     B1         CC     
      TABS 2006-6 Ltd.                     B2         CC     
      TABS 2006-6 Ltd.                     B3         CC     
      TABS 2006-6 Ltd.                     C          CC     
      TABS 2006-6 Ltd.                     I Sub Nts  CC     
      Tasman CDO Ltd.                      A2         CC     
      Tasman CDO Ltd.                      A3         CC     
      Tasman CDO Ltd.                      B          CC     
      Tasman CDO Ltd.                      C          CC     
      Timberwolf I Ltd.                    S-2        CC     
      Timberwolf I Ltd.                    A-2        CC     
      Timberwolf I Ltd.                    B          CC     
      Timberwolf I Ltd.                    C          CC     
      Timberwolf I Ltd.                    D          CC     
      Tricadia CDO 2006-7 Ltd.             A-2        CC     
      Tricadia CDO 2006-7 Ltd.             B          CC     
      Tricadia CDO 2006-7 Ltd.             C          CC     
      Tricadia CDO 2006-7 Ltd.             D          CC     
      Tricadia CDO 2006-7 Ltd.             E          CC     
      Tricadia CDO 2006-7 Ltd.             F          CC     
      Vertical ABS CDO 2007-2 Ltd.         A2         CC     
      Vertical ABS CDO 2007-2 Ltd.         A3         CC     
      Vertical ABS CDO 2007-2 Ltd.         B          CC      


* Moody's: Mark-to-Market Losses Won't Truly Indicate Credit Slide
------------------------------------------------------------------
In a new report, Moody's Investors Service reviews the impact of
the financial guarantors' mark-to-market losses relating to Credit
Default Swaps.

"Our analysis focuses on underlying economics rather than
accounting results," Wallace Enman, vice president and the author
of the report, said.  "Mark-to-market losses recorded for CDS
contracts may not represent a true indicator of actual credit
deterioration."

Over the past several quarters, significant mark-to market losses
have been recorded on the CDS contracts of financial guarantors.  
The magnitude of these mark-to-market charges has raised questions
about the nature and degree of exposures, as well as some
confusion about how to interpret this information in the context
of a guarantor's financial strength.

Mr. Enman explains that the claims-paying resources of financial
guarantors are not directly affected by mark-to-market charges on
derivative contracts.  The charges do convey that the market would
require an additional premium to insure the same exposures, which
may or may not reflect an actual increase in default risk among
the reference obligations--the main focus of Moody's analysis.

The guarantors have indicated in public disclosures that they
believe expected actual credit losses on their insured CDS
portfolios will be materially lower than implied by estimated
market values.  This view is broadly consistent with the analysis
performed by Moody's in its modeling of the guarantors'
portfolios.

     Large Marks Can Limit a Monoline's Financial Flexibility

"Although mark-to-market hits may not represent actual credit
deterioration," the analyst adds, "they can limit a guarantor's
financial flexibility by adding to already negative market
sentiment."

"Large marks can certainly damage a guarantor's business
prospects.  Clients may choose to avoid additional transactions
with certain guarantors," Mr. Enman states.  "Significant mark-to-
market losses may also dampen investor appetite for a guarantor's
debt or equity securities, inhibiting its ability to raise capital
in a stress-loss scenario."

Over the past few weeks, Moody's downgraded by several notches the
ratings of MBIA and Ambac on the basis of such impaired financial
flexibility and dampened business prospects, as well as the
substantial risk within their portfolio of insured exposures.

       CDS Contracts Subject to Early Termination Provisions

Mr. Enman also notes that CDS contracts of some guarantors contain
provisions stipulating that counterparties may request a
termination at market value in the event of insolvency of one of
the parties.  Such terminations could result in significant cash
payments being required if a guarantor was deemed insolvent under
the terms of a contract.

"In such an extreme case" Mr. Enman concludes, "the guarantor
would be forced to realize losses that are in excess of currently
estimated economic losses, significantly reducing statutory
capital and claims-paying resources."

Regulators could be expected to play a significant role in
determining insolvency; Moody's believes that they would be
reluctant to take preemptory action that might have the effect of
worsening the financial condition of the insurer and reducing
resources available for prospective claimants.

The rating agency also notes that the risk of insolvency is low
for most rated guarantors because they have regulatory capital
cushions well above minimum levels.  However, proximity to minimum
regulatory capital requirements recently helped to drive Moody's
rating actions for FGIC, CIFG, and XL Capital Assurance to below
investment-grade.

The report does not address the impact that a guarantors' CDS
terminations would have on the other parties to the contracts,
although another Moody's report, "Credit Default Swaps: Market,
Systemic, and Individual Firm Risks in Perspective," on May 2008,
cited the failure of a major counterparty as the most significant
risk to the CDS market.


* State Bar of California Names Byron Moldo to Business Law Unit
----------------------------------------------------------------
Byron Moldo, a partner at Moldo Davidson Fraioli Seror &
Sestanovich LLP, was appointed to serve on the Insolvency Law
Committee of the Business Law Section of the State Bar of
California.
    
In a letter to Moldo from Pamela J. Martinson, Appointments
Subcommittee Chair of the Business Law Section Executive
Committee, Mr. Moldo was asked to begin his service later this
year at the close of the State Bar's annual meeting and conclude
his service at the close of the organization's annual meeting in
2011.
    
"It is an honor to have been chosen to serve the State Bar of
California in this capacity and I look forward to becoming an
integral part of the committee's work," Mr. Moldo said.
    
In the past, Mr. Moldo has spoken at and written for various
continuing legal education seminar programs for the State Bar of
California.  Mr. Moldo was a member of the Personal and Small
Business Bankruptcy Law Advisory Commission of the State Bar of
California.
    
A legal expert admitted to practice in all state and federal
district courts throughout California, the United States Court of
Appeals Ninth Circuit, the United States Tax Court and the United
States Court of Claims, Mr. Moldo was once the president of the
Westwood Bar Association.

He is a member of the Los Angeles County Bar Association and a
member of the board of directors of the Central District Consumer
Bankruptcy Attorneys Association.  In addition to practicing in
bankruptcy Moldo also serves as a receiver in federal and state
court, and as an Assignee for the Benefit of Creditors.
    
With more than 26 years of experience in the practice area of
bankruptcy and receivership, representing creditors' committees
and secured creditors, Mr. Moldo has seen his fair share of
intricate cases-both with businesses and entities, well as
individuals.

Over the years, many of his cases have involved real estate,
consumer electronics, intellectual property, entertainment,
telemarketing-with an emphasis on consumer fraud-the Internet,
and violations enforced by the Securities and Exchange Commission
and Federal Trade Commission by cold callers.  Mr. Moldo also
represents bankruptcy trustees and receivers.
    
While Mr. Moldo serves the State Bar's committee on a volunteer
basis, he will continue to enjoy his thriving practice at his Los
Angeles office.

       About Moldo Davidson Fraioli Seror & Sestanovich LLP

Based in Los Angeles, California, Moldo Davidson Fraioli Seror &
Sestanovich LL -- http://www.mdfslaw.com/-- specializes in  
litigation transactions, receivership, bankruptcy, real estate and
intellectual property matters.  The firm's clients range from mid-
sized businesses to multinational corporations, including
manufacturers, distributors, inventors, high net-worth
individuals, professionals, property owners, high tech and
software companies.


* BOOK REVIEW: As We Forgive Our Debtors: Bankruptcy and Consumer
                          Credit in America
-----------------------------------------------------------------
Authors:    Theresa A. Sullivan, Elizabeth Warren and Jay
            Lawrence Westbrook
Publisher:  Beard Books
Paperback:  370 pages
List Price: US$34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122158/internetbankrupt

This book is a major contribution to the study of bankruptcy and
to our understanding of debtors and creditors who end up in
bankruptcy court.

With the sharp increase in bankruptcies over the past decade and
an increasingly wide cross-section of occupational distribution
represented, the question treated by this study is both a legal
and a sociological one.

It does not attempt to study the internal workings of
bankruptcy, but the authors look outward to the larger
population of bankrupt debtors.

Using a multi-disciplinary approach, the authors have drawn
social and economic portraits of typical debtors against the
backdrop of the law and with hard empirical data.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Raphael M. Palomino, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***