TCR_Public/080715.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, July 15, 2008, Vol. 12, No. 167           

                             Headlines

203 SOUTH: Voluntary Chapter 11 Case Summary
ACAS CRE: S&P Chips Ratings on 17 Note Classes, Removes Neg. Watch
ACTIVISION INC: S&P Withdraws Ratings After Vivendi Acquisition
ADELPHIA COMMS: Wants to Exclude Documents from Lucent Trial
ADVANCED MICRO: Will Write Down $880MM, Mostly Due to ATI Purchase

AGILYSYS INC: To Appeal Nasdaq's Decision to Delist Securities
AMERICAN HOME: Asks Authority to Sell Up to $3MM Mortgage Loans
AMERICAN HOME: Court Extends Removal Period Until Sept. 2
AMR CORP: Moody's to Review Corporate Family Rating for Likely Cut
ARIAD PHARMACEUTICALS: Peter Nelson to Leave Board on August 29

ASARCO LLC: Has Court Nod to Expand Keegan's Insurance Services
ASARCO LLC: AlixPartners OK'd to Replace Trumbull as Claims Agent
ASARCO LLC: Court Okays Reduction of Wachovia Claim to $2,091,000
ASHLAND INC: $3.3 Bil. Hercules Deal Cues S&P's Negative Watch
BABSON CLO: Moody's Assigns Ba2 Rating to Class E Notes Due 2018

BEATRIX READY: Case Summary & 20 Largest Unsecured Creditors
BHM TECHNOLOGIES: Court Approves $45,000,000 DIP Financing
BHM TECHNOLOGIES: Asks Court to Approve Solicitation Protocol
BHM TECHNOLOGIES: Asks Court to Approve Disclosure Statement
BIOJECT MEDICAL: Awards Shares in Lieu of $75K Cash to CEO Makar

CAMBIUM LEARNING: Delayed Fin'l Statements Cue S&P to Junk Rating
CASALE MARBLE: Case Summary & 20 Largest Unsecured Creditors
CEDAR FUNDING: Case Summary & 20 Largest Unsecured Creditors
CENTAUR: Gaming Board Refuses to Grant Gaming License
CENTAUR LLC: Failure to Renew Gaming License Cues S&P's Neg. Watch

CLEARPOINT BUSINESS: ComVest Group Discloses 15.7% Equity Stake
CMT AMERICA: Case Summary & 19 Largest Unsecured Creditors
CREDIT SUISSE: S&P Lowers Ratings on Seven Classes of Certificates
CRIIMI MAE: S&P Cuts Rating on 1996-CI Trusts to CCC- from B
DELPHI CORP: GM Wants to Participate in Appaloosa Adversary Suit

DELPHI CORP: Retains W.Y. Campbell to Coordinate Brake Biz Sale
DELPHI CORP: Wants to Modify 19.1% Stake in Ener1 Venture
E*TRADE FINANCIAL: Sells Canadian Unit to Scotiabank for $442MM
EVERGREEN INT'L: S&P Cuts Rating to B- on Weak Operating Outlook
EXPRESS ENERGY: S&P's 'B' Rating Unmoved by $22.5MM New Facility

FAREPORT CAPITAL: Provides Update on Financial Statement Reporting
FONAR CORP: Subject to Nasdaq Delisting on Failure to Hold AGM
GE COMMERCIAL: S&P Junks Ratings on Three Certificate Classes
GENERAL MOTORS: CEO to Detail Further Cost Cutting Measures Today
GENERAL MOTORS: Wants to Participate in Delphi-Appaloosa Lawsuit

GREATWIDE LOGISTICS: Moody's Downgrades B3 Rating to D
GS MORTGAGE: S&P Junks Rating on Class L Certificates
GWLS HOLDINGS: S&P Cuts Corporate Credit Ratings to D
HERCULES INC: S&P Puts $350MM Interest Debenture Under Neg. Watch
HOLOGIC INC: S&P Assigns 'BB+' Rating on $800MM Amended Facility

IMMUNICON CORP: Taps Stifel Nicolaus as Investment Banker
INDEPENDENCE COUNTY: S&P's Outlook on $28MM Bonds Now Developing
INDEPENDENCE VI: Fitch Downgrades Ratings on Six Note Classes
INDEVUS PHARMA: Releases Operating Plan to Respond to NEBIDO Delay
INDYMAC BANCORP: Says FDIC Eyes Selling Bank or Assets

INFOSONICS CORP: Has Until January 6 to Comply with Bid Price Rule
ISLE OF CAPRI: Moody's Changes Stable Outlook to Negative
IXIS ABS: Moody's Cuts Ratings of Five Classes of Notes to C
JEVIC TRANSPORTATION: Gets Court OK to Sell Property at Auction
JIM PALMER: Files Voluntary Chapter 11 Case Summary

LABELCORP HOLDINGS: Moody's Assigns Corporate Family Rating of B2
LEAP WIRELESS: Closes Sale of $250,000,000 Unsecured 4.5% Notes
LEAP WIRELESS: Unit Closes Sale of $300 Mil. Unsecured 10% Notes
LIBERTY MEDIA: S&P Revises Outlook to Stable on DIRECTV Agreement
LINENS N THINGS: Court Okays Amended $100MM Trade Vendor Program

LINENS N THINGS: To Auction Off Leases to Closing Stores
LITHIUM TECH: Appoints Teho Kremers as Chief Executive Officer
MAAX CORP: Files for Chapter 15, Sells Assets to Brookfield
MAAX CORP: Chapter 15 Petition Summary
MAGNA ENTERTAINMENT: Senior Vice President Brant Latta Resigns

MANASQUAN CDO: Moody's Cuts Ratings of Two Classes of Notes to C
MCCLATCHY CO: Revenue Decline Prompts S&P to Downgrade Ratings
MIDWEST AIR: To Cut 40% of Staff as Part of Fleet Reduction
MONTERRA ENTERPRISES: Taps Anna W. Drake P.C. as General Counsel
MORGAN STANLEY: Moody's Cuts Ratings on Eight Classes of Notes

MORTGAGES LTD: Wants to Access Southwest Value's $125 Million Loan
MORTGAGES LTD: Taps Jennings, Strouss as General Counsel
MSC 2007-SRR3: Fitch Puts Six Low-B Ratings Under Negative Watch
MW JOHNSON: Section 341(a) Meeting Set for July 31
MW JOHNSON: Obtains Court's Interim Nod to Use Cash Collateral

MW JOHNSON: Panel May Retain Hinshaw & Culbertson LLP as Attorneys
MW JOHNSON: U.S. Trustee Names 3-Member Creditors Panel
MW JOHNSON: Can Employ Lighthouse as Financial Consultant
NATIONAL CITY: Quells Rumors of Unusual Depositor Activity
NEMASKET REALTY: Case Summary & Seven Largest Unsecured Creditors

NEPTUNE CDO: Collateral Decline Cues Fitch to Cut Five Note Rtngs
OMNI FINANCIAL: Has Until October 8 to Comply with Nasdaq Criteria
PINE TREE III: Moody's Cuts Rating of Notes Eight Notches to B2
PIXELPLUS CO: KPMG Samjong Expresses Going Concern Doubt
PLASTECH ENGINEERED: JCI Says Unit Acquisition to Hurt Earnings

PLASTECH ENGINEERED: Court Approves Intercreditor Funding Deal
PLASTECH ENGINEERED: Says $365MM in Term Loans Have Secured Status
PROGRESSIVE MOLDED: U.S. Trustee Appoints 5-Member Creditors Panel
PROGRESSIVE MOLDED: Withdraws Bid to Employ Miller Buckfire
PROGRESSIVE MOLDED: Has Until July 31 to Use Cash Collateral

PROGRESSIVE MOLDED: CCCA Court Allows Chrysler to Take Tooling
RAFFLES PLACE: Moody's Withdraws Ratings, Junks 2 Classes of Notes
RED SHIELD: Section 341(a) Meeting Scheduled for August 5
SACRED HEART: Moody's Cuts Debt Rating to B3, Outlook Negative
SALTON INC: Terminates Sale Agreement with Spectrum Brands

SEALY CORP: June 1 Balance Sheet Upside-Down by $105.3 Million
SOLAR COSMETIC: Bid Procedures Approved; To Pay Employees $300,000
SPECTRUM BRANDS: Terminates Sale Agreement with Salton Inc.
STEVEN DALBY: Case Summary & Four Largest Unsecured Creditors
STRIKER OIL: Restates 2007 Net Loss and Accumulated Deficit Data

STRUCTURED ASSET: S&P Slashes Cl. B-2 Certs. Rating to CCC from A
STEVE & BARRY'S: Asks Permission to Use Cash Collateral
TCW GLOBAL: Fitch Cuts $27MM Class D Notes Rating to B+ from BB
THOMAS JEFFERSON SCHOOL: S&P Trims 2005AB Bonds Rating to BB+
TOWER PARK: Case Summary & 18 Largest Unsecured Creditors

UNI-MARTS LLC: Judge Walrath Approves Sale Bidding Procedures
US DATAWORKS: Posts $11.67 Mil. Net Loss for FY Ended March 31
WASHINGTON MUTUAL: Says Well Capitalized After Shares Decline
WATER TOWER: Voluntary Chapter 11 Case Summary
WEIGHT WATCHERS: Full 17.5% VAT Imposed on UK Unit's Meeting Fees

WESTERN NONWOVENS: Files for Bankruptcy; To Sell Assets to SBC

* Fitch Says US Housing Downturn Will Likely Persist This Year
* Fitch Reviews Ratings on 89 CDOs, Puts $7.9BB CDO on Neg. Watch
* S&P Chips Ratings on 118 Classes from 13 RMBS Transactions

* Three Chapter 11 Filers in Fortune Top 500 Companies
* Consumer Bankruptcy Filings Up 30% in First Half of 2008

* Fulbright Forms Subprime and Credit Crisis Practice Group
* Justice Dept. Names D. McDermott as U.S. Trustee for Region 9

* U.S. SEC to Probe Industry Controls Against False Information

* Large Companies with Insolvent Balance Sheets

                             *********

203 SOUTH: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 203 South Van Dien Realty, LLC
        203 South Van Dien Ave.
        Ridgewood, NJ 07652

Bankruptcy Case No.: 08-23023

Type of Business: The Debtor is in the real estate business.

Chapter 11 Petition Date: July 11, 2008

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Catherine E. Youngman, Esq.
                  Email: cyoungman@fyky.com
                  Feitlin, Youngman, Karas & Youngman
                  9-10 Saddle River Rd.
                  Fair Lawn, NJ 07410
                  Tel: (201) 791-4400
                  http://www.fykylaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtor does not have any creditors who are not insiders.


ACAS CRE: S&P Chips Ratings on 17 Note Classes, Removes Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 17
classes from ACAS CRE CDO 2007-1 Ltd. and removed them from
CreditWatch with negative implications, where they were placed on
May 28, 2008.
     
The rating actions follow S&P's full analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities.  Its review incorporated
Standard & Poor's revised recovery rate assumptions for commercial
mortgage-backed securities transactions, as detailed in "Recovery
Rates For CMBS Collateral In Resecuritization Transactions,"
published May 28, 2008, on RatingsDirect.
     
According to the June 30, 2008, trustee report, the transaction's
current assets included 117 classes ($1.162 billion, 99%) of  
pass-through certificates from 21 distinct CMBS transactions
issued between 2005 and 2007.  The following CMBS transactions
represent an asset concentration of 10% or more of total assets:

    --- CD 2007-CD4 Mortgage Trust ($144.9 million, 12%);
    --- JPMorgan Chase Commercial Mortgage Securities Corp.'s
        series 2005-LDP5 ($136.2 million, 12%); and

    --- Wachovia Bank Commercial Mortgage Trust's series
        2006-C23 ($130 million, 11%).

The current assets also included four classes ($11.8 million, 1%)
from JPMorgan-CIBC Commercial Mortgage-Backed Securities Trust's
series 2006-RR1, which is a CMBS resecuritization.  The aggregate
principal balance of the assets totaled $1.174 billion, down
slightly from $1.175 billion at issuance, while the aggregate
liabilities totaled $757.6 million, which is unchanged since
issuance.  The $483,776 reduction in the total assets since
issuance was due to principal losses realized on first-loss CMBS
assets, which currently represent $494.3 million (42%) of the
asset pool.
     
S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'CCC+'
rated obligations.  Excluding first-loss CMBS assets, the current
asset pool exhibits credit characteristics consistent with 'B+'
rated obligations.  Standard & Poor's rates $481.5 million (41%)
of the assets.  S&P reanalyzed its outstanding credit estimates
for the remaining assets.
     
Standard & Poor's analysis of the transaction supports the lowered
ratings.


       Ratings Lowered and Removed from Creditwatch Negative

                     ACAS CRE CDO 2007-1 Ltd.
                       Floating-rate notes

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


ACTIVISION INC: S&P Withdraws Ratings After Vivendi Acquisition
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Activision Inc., including the 'BB-' corporate credit rating,
following Vivendi SA's acquisition of a 52% interest in the
company.  As part of the transaction, Vivendi contributed its
Vivendi Games unit, which includes Blizzard Entertainment.
Activision Blizzard, the newly formed entity from the transaction,
has a significant presence in both massive multiplayer online
games and video console games.

This unsolicited ratings was initiated by Standard & Poor's.  It
may be based solely on publicly available information and may or
may not involve the participation of the issuer's management.  
Standard & Poor's has used information from sources believed to be
reliable, but does not guarantee the accuracy, adequacy, or
completeness of any information used.


to with General Dynamics Government Systems Corp. and Amroc
Investments, LLC, the subsequent purchaser of General Dynamics'
Claim No. 89100.

Devon Mobile Communications, L.P., entered into a Master Services
Agreement with General Dynamics.  Adelphia Communications
Corporation, owning 49.9% of limited partnership of Devon,
guaranteed the payment of Devon's obligations under the Agreement.  
However, due to the cessation of the Reorganized Debtors' funding,
Devon failed to pay General Dynamics who then filed Claim No.
89100 against the Reorganized Debtors for $34,908,731.

After engaging in extensive negotiations, the parties stipulate
that:

   a) Claim No. 89100 will be allowed as an other unsecured
      claim against ACOM for $30,568,000;

   b) Within 25 days after the Court's approval of the
      Settlement Agreement, the Reorganized Debtors will cause
      all distributions due to Amroc on account of Claim No.
      89100 to be made other than the distributions of CVV
      Interests.  The distribution of CVV Interests will be made
      in August 2008;

   c) Amroc and the Reorganized Debtors will exchange mutual
      releases.

By entering into the Settlement, the Reorganized Debtors note
that they will avoid all possible costs that would be incurred if
the disputes were to be fully litigated in court.  

                      About Adelphia Comms

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

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

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


ADELPHIA COMMS: Wants to Exclude Documents from Lucent Trial
------------------------------------------------------------
Reorganized Adelphia Communications Corporation and its affiliates
suffered a setback in its bid to seek a declaration from the U.S.
Bankruptcy Court for the Southern District of New York on a claim
by Lucent Technologies Inc. under Section 17-303 of Delaware's
Revised Uniform Limited Partnership Act.

In its Claim, Lucent tries to hold ACC liable for the debts
allegedly incurred by Devon Mobile Communications, L.P., pursuant
to a General Agreement for Personal Communications Service Systems
between Lucent and Devon.

ACOM owns 49.9% of the limited partnership of Devon.

The Reorganized ACOM Debtors had wanted the Court to preclude
Lucent from introducing into evidence:

   (a) The Challenged Exhibits, which refer to holdings and
       filings made in the ACC bankruptcy cases as well as other
       proceedings, including the Adelphia Business Solutions,
       Inc. bankruptcy case, the ACC/Rigas Action, the Devon/ACC
       Adversary Proceeding, the BOA Action, the SEC Actions and
       the FCC/Baker Creek Action that have nothing to do with
       the contested proof of claim proceeding;

   (b) The Challenged Control Facts, which purport the
       proposition that ACOM participated in the control of
       Devon; and

   (c) The Challenged ABIZ Facts, which purport the idea that
       Adelphia Business Solutions, Inc., assisted and provided
       support to Devon and that ABIZ received no payment from
       Devon for certain services performed.

For reasons stated on the record, the Court denied the Reorganized
ACOM Debtors' Motions in Limine with the exception of the
affidavit of Edward Babcock included in the Challenged Exhibits.  
The Court reserved its decision with respect to the Babcock
Affidavit until the trial.

A trial was scheduled on June 23, 2008, solely on the Lucent
Section 17-303 Claim.  During that trial, Lucent was to prove
that:

   -- ACC participated in the control of Devon, within the
      meaning of Section 17-303(a) and prove conduct that is not
      within the acts and powers given a "safe harbor" under
      Section 17-303(b);

   -- if Lucent satisfactorily proves the Control Prong, Lucent
      must also demonstrate conduct by ACC that would support a
      reasonable belief by Lucent that ACC was a general partner
      of Devon.

"The Challenged Exhibits are not subject to judicial notice, are
inadmissible hearsay and are not admissible to establish any
element of Lucent's Section 17-303 Claim," Joanne B. Wills, Esq.,
at Klehr, Harrison, Harvey, Branzburg & Ellers LLP, in
Philadelphia, Pennsylvania, argues.

She adds that the Challenged Control Facts are within the acts
and powers given a "safe harbor" under Section 303(b) and 303(d)
of the Delaware RULPA, which provides an extensive list of
protected activities that a limited partner is free to engage in
without being considered in "control of the business" of the
limited partnership.

Furthermore, the Challenged ABIZ Facts are irrelevant to both the
control and reliance prongs of Lucent's because the acts of ABIZ
cannot be imputed to ACOM; and even if they could be imputed, the
ABIZ acts fall within the safe harbors of Section 303(b), Ms.
Wills maintains.

On behalf of Lucent, Joseph Lubertazzi, Jr., Esq., at McCarter &
English LLP, in New York, asserted that the Court should deny
ACC's Motions in Limine for these reasons:

   (1) The application of the legal standards governing in limine
       motions, especially where there is to be a bench trial,
       results in the requests being denied;

   (2) ACC failed to recognize that the challenged evidence is
       admissible under Rules of Evidence and that the
       challenged evidence also applies to other issues in the
       proceeding; and

   (3) ACC attempts to isolate, minimize and mis-apply the
       challenged evidence from the entirety of the proceeding.

Mr. Lubertazzi clarified that the evidence Lucent wishes to use
establishes that ACC disregarded corporate forms in its conduct
with regard to many of its related entities, including Devon.  He
maintained that Lucent is entitled to present the entire picture
of the manner in which ACC operated, including demonstrating how
the challenged evidence interacts with the rest of the case's
factual record.

"Evidence should be excluded on a motion in limine only when the
evidence is clearly inadmissible on all potential grounds," Mr.
Lubertazzi elaborated.

"A review of many of the arguments raised by ACC reflects that
they are, in reality, an argument as to the weight of the
evidence," Mr. Lubertazzi said.  "Viewed in that light, it is
clear that the present motions are misguided."

                      About Adelphia Comms

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

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

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


ADVANCED MICRO: Will Write Down $880MM, Mostly Due to ATI Purchase
------------------------------------------------------------------
Advanced Micro Devices Inc. said it will take goodwill and
intangible asset impairment charges of approximately $880 million,
mostly due to its 2006 acquisition of ATI Technologies.

The charges were associated with the Handheld and DTV reporting
units which have not performed in accordance with the company's
expectations.   

As a result of these impairment charges, the company will not be
required to make any current or future cash expenditures.

                         Restructuring Plan

During the fiscal quarter ended June 28, 2008, the company
implemented a restructuring plan to reduce its breakeven point.
The plan involves the termination of employees which commenced
during the second quarter of fiscal 2008 and is expected to
complete by the end of fiscal 2008.

The company expects to record a restructuring charge of
approximately $32 million in the second quarter of 2008.  A part
of this $32 million charge is related to employee severance, and a
majority of this severance was paid by the company during the
second quarter of 2008.  

The company believes that subsequent charges related to this
restructuring plan will consist of employee severance payments.  
However, the company does not expect these charges to be material.

In addition, in the fiscal quarter ended June 28, 2008, the
company expects to incur other-than-temporary investment
impairment charges of approximately $36 million related to the
company's short-term investments.  

These charges consist of a $24 million charge for the company's
investment in Spansion Inc., a former joint venture of AMD and
Fujitsu Ltd., and a $12 million charge related to the company's
holdings in Auction Rate Securities.

Also, during the fiscal quarter ended June 28, 2008, the company
expects to recognize a gain in connection with sales of certain
200mm wafer fabrication tools which the company expects will have
a materially favorable impact on its gross margin for the second
quarter of 2008.  The company's estimate is that the gross margin
impact will be approximately $190 million.

The Wall Street Journal related that the charges are the latest in
a series of negative financial news from AMD, whose shares have
shed two-thirds of their value in the past 12 months.  

AMD's shares declined after the statement to $4.84, down 12 cents,
WSJ added.

                    About Advanced Micro Devices

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

At Dec. 29, 2007, the company's consolidated balance sheet showed
$11.550 billion in total assets, $8.295 billion in total
liabilities, $265.0 million in minority interest in consolidated
subsidiaries, and $2.990 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 28, 2008,
Fitch downgraded these ratings on Advanced Micro Devices Inc.,
including its Issuer Default Rating to 'B-' from 'B'; and its
Senior unsecured debt to 'CCC'/RR6 from 'CCC+/RR6'.  The Rating
Outlook remains Negative.


AGILYSYS INC: To Appeal Nasdaq's Decision to Delist Securities
--------------------------------------------------------------
Agilysys Inc. will submit a request for a hearing before the
NASDAQ Listing Qualifications Panel to appeal NASDAQ's
determination to delist the company's shares.   

On July 3, 2008, the company received a NASDAQ staff determination
letter stating the company's shares are subject to potential
delisting.  The potential delisting is related to Agilysys' delay
in filing its Form 10-K for the fiscal year ended March 31, 2008,
with the Securities and Exchange Commission, as required by
Marketplace Rule 4310(c)(14).

The delay in filing the Form 10-K is due to Agilysys waiting on
audited financial statements for its investment in a foreign
entity.  

On June 2, 2008, in the company's fourth quarter earnings release,
Agilysys recorded material other income of $8.9 million during
fiscal year 2008 resulting from its 20% ownership interest in
Magirus AG, a privately held enterprise computer systems
distributor headquartered in Germany.

Due to the materiality of Magirus to Agilysys' financial
statements in fiscal 2008, Agilysys requires audited confirmation
of Magirus income and SEC rules require audited financial
statements related to Magirus to be filed with the company's Form
10-K.  Agilysys expects to file its Form 10-K within 60 days.

The request for a hearing will automatically stay the delisting of
the company's common shares until the Panel makes its decision.

As reported in the Troubled Company Reporter on June 19, 2008,
Agilysys said its management and financial advisors will explore
strategic and financial alternatives to enhance shareholder value.  
These alternatives include continued implementation of Agilysys
strategic growth plan, a sale of certain assets or the entire
company, formation of joint ventures, and a change to the
company's capital structure.  The company has retained JPMorgan as
financial advisor in the evaluation process.

The company has also deferred its Aug. 1, 2008, annual meeting of
shareholders pending completion of the strategic evaluation.

                Fourth Amendment to Credit Agreement

As reported in the Troubled Company Reporter on March 3, 2008, on
Feb. 21, 2008, Agilysys entered into a fourth amendment agreement
to its credit agreement, dated Oct. 18, 2005.  The credit
agreement provides for loans and letters of credit aggregating to
$200 million, including a $20 million sub-facility for letters of
credit issued by LaSalle Bank NA or one of its affiliates and a
$20 million sub-facility for swingline loans, which are short-term
loans generally used for working capital requirements.

                       About Agilysys Inc.

Agilysys Inc. (NASDAQ: AGYS) -- http://www.agilysys.com/--   
provides IT solutions to corporate and public-sector customers,
including retail and hospitality.  The company uses technology --
including hardware, software and services -- to help customers
resolve their most complicated IT needs.  The company possesses
expertise in enterprise architecture and high availability,
infrastructure optimization, storage and resource management,
identity management and business continuity; and provides
industry-specific software, services and expertise to the retail
and hospitality markets. Headquartered in Boca Raton, Fla.,
Agilysys operates extensively throughout North America, with
additional sales offices in the United Kingdom and China.


AMERICAN HOME: Asks Authority to Sell Up to $3MM Mortgage Loans
---------------------------------------------------------------
Prior to the Petition Date, American Home Mortgage Investment
Corp. and its debtor-affiliates held mortgage loans they
originated, and other loans, for sale and investment purposes.  
In the ordinary course, the Debtors conducted auctions, by which
they sold the mortgage loans on a servicing released or servicing
retained basis in the open market.  As of the Petition Date, the
Debtors held approximately $4,600,000,000 in mortgage loans for
sale and investment purposes.  Since then, the amount has been
reduced to $900,000,000.

Based on current market conditions, and the exigency with which
the Debtors hope to prosecute a Chapter 11 plan of reorganization
and begin paying allowed claims, the Debtors note that
compromising and selling certain loans -- without further notice
or hearing -- may be the best vehicles for maximizing the value
of the mortgage loans.

Pursuant to Sections 363(b)(l), 363(c) and 105(a) of the
Bankruptcy Code, and Rule 9019(b) of the Federal Rules of
Bankruptcy Procedure, the Debtors seek authority of the U.S.
Bankruptcy Court for the District of Delaware to:

    (i) compromise certain of the mortgage loans to aid borrowers
        in their ability to refinance their loans; or

   (ii) sell the Mortgage Loans, either individually or in
        smaller pools, up to approximately $3,000,000 in
        aggregate unpaid principal balance, pursuant to proposed
        procedures.

The Mortgage Loans, which are loans that the Debtors own subject
to the security interests of other parties, are categorized as:

   (1) unencumbered loans, which are first lien and second lien
       performing loans owned by the Debtors, but subject to the
       liens of AH Mortgage Acquisition Co., Inc. -- in its
       capacity as lender and administrative agent -- and other
       lenders; and

   (2) JPMorgan loans, which are first lien performing mortgage
       loans owned by the Debtors, pursuant to a Senior Secured
       Credit Agreement with JPMorgan Chase Bank, N.A.

As of May 31, 2008, there were 251 first lien performing
Unencumbered Loans with an aggregate UPB of $37,923,576, and 293
performing second lien Unencumbered Loans with an aggregate
unpaid principal balances of $13,143,949.  Additionally, there
were 109 performing first lien JPMorgan Loans with an aggregate
UPB of $22,796,655.

The Debtors believe that the relief they seek is reasonable and
necessary to maximize value for creditors based on their
evaluation of:

   -- the current market conditions;

   -- the proceeds obtained through prior mortgage loan sales;

   -- the success they achieved through offering compromises to
      holders of certain loans that were apart of their
      construction loan business;

   -- the types of assets that are the subject of the request;
      and

   -- their fiduciary duties to the bankruptcy estates.

James L. Patton, Jr., Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that certain of the
Mortgage Loans may ultimately be marketed and sold via a more
traditional sale process.  However, the Debtors believe that the
current market conditions require them to act quickly, Mr. Patton
adds.  As a result, the relief requested may provide the
bankruptcy estates with a greater return as to certain of the
Mortgage Loans, than that which could be obtained through the
typical marketing and sale process that has been used in the
Debtors' bankruptcy cases.

               Mortgage Loan Compromise Procedures

The Debtors have primarily attempted to liquidate their assets
through Court-approved sales.  However, Mr. Patton says, based
on, among other things, significant costs associated with a
traditional sale process, offering incentives to borrowers is a
favorable and profitable alternative for maximizing the value of
certain of the Mortgage Loans, subject to compliance with these
procedures:

   -- Advise counsel for the Official Committee of Unsecured
      Creditors, and counsel for (i) the DIP Lender with respect
      to the Unencumbered Loans, or (ii) JPMorgan with respect to
      the JPMorgan Loans of the terms of the proposed compromise.
      The Compromise Notice Parties will have three days to
      object to the proposed compromise;

   -- The Compromise Notice Parties may informally object to a
      proposed compromise having to file a pleading with the
      Court;

   -- In the absence of a timely objection, the Debtors will be
      authorized to proceed with, and consummate the, proposed
      compromise without further notice or hearing;

   -- The Debtors will not proceed with the proposed compromise
      unless objections, if any, are resolved.  The Debtors,

      however, reserve the right to seek Court approval of the
      proposed compromise under Rule 9019 of the Federal Rules of
      Bankruptcy Procedure.

                  Mortgage Loan Sale Procedures

Although the Debtors have liquidated a number of mortgage loans
through Court-approved sales, the value obtained for those loans
has not been overwhelming, Mr. Patton asserts.  Consequently, to
take advantage of potentially advantageous sales, the Debtors
believe, in certain instances, greater value may be derived from
selling a Mortgage Loan or smaller Mortgage Loan pools, without
further hearing, pursuant to these procedures:

   (1) The Debtors will give written notice of a proposed sale
       to:

       * the Office of the U.S. Trustee;

       * counsel to the Creditors Committee; and

       * counsel to the DIP Lender with respect to the sale of an
         Unencumbered Loan, or JPMorgan with respect to the sale
         of a JPMorgan Loan.

       The Sale Notice Parties will have three days to object to
       the proposed sale;

   (2) The Sale Notice will consist of, among other things:

       * an identification of the Mortgage Loans being sold;

       * a general description of the relationship between the
         potential purchaser and the Debtors; and

       * the estimated purchase price, provided that the Sale
         Notice will be deemed fully confidential, and will not
         be shared with any party other than the Sale Notice
         Parties.

   (3) Objections to a proposed sale will be filed with the
       Court, and served on counsel for the Debtors and the Sale
       Notice Parties;

   (4) If no timely objections are filed, the Debtors will be
       authorized to take all actions, and to execute all
       resolutions and other documents necessary to effectuate
       the sale, without any further Court order; and

   (5) If a timely objection is filed, and cannot be resolved, a
       hearing on the matter will be scheduled, so as to seek the
       Court's determination of whether to approve the proposed
       sale.

               Reporting of Compromises and Sales

Upon completion of the compromise or sale of all the Mortgage
Loans, or determination by the Debtors that no other Mortgage
Loans will be compromised or sold, the Debtors will file a
report, which will identify:

   -- each Mortgage Loan by loan number that has been compromised
      or sold;

   -- the amount of the UPB as of the date of compromise or sale
      of each compromised or sold Mortgage Loan; and

   -- the amount received by the bankruptcy estates for each
      compromised or sold Mortgage Loan.

The rights of the Debtors and any other party-in-interest to seek
to file the Report under seal are fully reserved, as are the
rights of any party-in-interest, including the U.S. Trustee, to
object to that request.

                   About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a
mortgage real estate investment trust engaged in the business of
investing in mortgage-backed securities and mortgage loans
resulting from the securitization of residential mortgage loans
originated and serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

(American Home Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


AMERICAN HOME: Court Extends Removal Period Until Sept. 2
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
through September 2, 2008, the deadline for American Home Mortgage
Investment Corp. and its debtor-affiliates to file notices of
removal of all civil actions pending as of the Petition Date.

The Court, however, noted that the Order is without prejudice to
(i) any position the Debtors may take regarding whether Section
362 of the Bankruptcy Code applies to stay any litigation pending
against them, or (ii) the Debtors' right to seek further
extensions.

Since the Petition Date, the Debtors have focused primarily on
maximizing the value of their bankruptcy estates through the
orderly liquidation of their assets, James L. Patton, Jr., Esq.,
at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware,
related.  To that end, the Debtors negotiated and sought Court
approval of various assets' sales, including their mortgage loan
servicing business.  As a result, the Debtors have not had an
opportunity to fully investigate all of the State Court Actions
to determine whether removal is appropriate.

The Debtors believe that granting additional opportunity to
consider removal of the State Court Actions will assure that
their decisions are fully informed and consistent with the best
interests of their bankruptcy estates, Mr. Patton told the
Court.  

                   About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a
mortgage real estate investment trust engaged in the business of
investing in mortgage-backed securities and mortgage loans
resulting from the securitization of residential mortgage loans
originated and serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

(American Home Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


AMR CORP: Moody's to Review Corporate Family Rating for Likely Cut
------------------------------------------------------------------
Moody's Investors Service placed the debt ratings of AMR Corp. and
its subsidiaries under review for possible downgrade.  The company
has an outstanding B2 corporate family rating.  The review
includes the ratings for certain equipment trust certificates and
enhanced equipment Trust Certificates of American Airlines, Inc.

During the review, Moody's will assess AMR's liquidity profile,
and the adequacy of its funding sources in relation to its rate of
operating cash burn and other calls on cash.  

Moody's will also consider AMR's business prospects in the face of
persistently elevated fuel prices that are likely to result in
sizeable negative cash flow at the airline for the foreseeable
future.

The review will consider the actions which AMR is taking to adapt
to the challenging business environment, including capacity
reductions, overhead cost cuts, and passenger fare increases, and
the degree to which these actions could realistically be expected
to moderate the company's rate of cash losses.

Also Moody's will consider the collateral values and transaction
structure of the ETC's and EETC's in light of any potential
revision to the probability of default rating.

Moody's notes that AMR's current liquidity profile offers
important near term flexibility, yet its liquidity could be
pressured over the next year.  Cash and cash equivalents of
approximately $4.5 billion at March 31, 2008 is robust when
compared to the absolute level of cash held by the other network
carriers.

The company also has potential to raise additional funds through
the pending sale of AMR Beacon, and a material amount of
unencumbered assets and a modest revolver credit.  

Nonetheless the company's ability to sustain its current liquidity
profile will likely be pressured in light of a meaningful step-up
in debt scheduled to mature during 2009 of about $1.2 billion,
along with ongoing pension obligations and scheduled aircraft
deliveries.

Moreover, in the absence of a near term turnaround in its
financial performance, AMR could face a material, and increasing,
amount of cash holdback under the terms of its credit card
processing agreements, which could further erode liquidity.

Downgrades:

Issuer: AMR Corporation

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

On Review for Possible Downgrade:

Issuer: AMR Corporation

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B2

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B2

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on Review
     for Possible Downgrade, currently 83 - LGD5

  -- Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Downgrade, currently 83 - LGD5

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently 83 - LGD5

  -- Senior Unsecured Shelf, Placed on Review for Possible
     Downgrade, currently 83 - LGD5

Issuer: Alliance Airport Authority, Inc.

  -- Revenue Bonds, Placed on Review for Possible Downgrade,
     currently 83 - LGD5

Issuer: American Airlines 1988-A Grantor Trust

  -- Senior Secured Equipment Trust, Placed on Review for Possible
     Downgrade, currently B2

Issuer: American Airlines, Inc.

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently 30 - LGD3

  -- Series 1999-1 Pass Through Certificates, placed on Review for
     Possible Downgrade

  -- Class A1, currently Baa2
  -- Class A2, currently Baa2
  -- Class B, currently Ba3

  -- Series 2001-1 Pass Through Certificates, placed on Review for
     Possible Downgrade

  -- Class A1, currently Ba1
  -- Class A2, currently Ba1
  -- Class B, curently B1
  -- Class C, currently B3

  -- Series 2001-2 Pass Through Certificates, placed on Review for
     Possible Downgrade

  -- Class A1, currently Baa2
  -- Class B, currently Baa3

Secured Global Notes

  -- Class A, currently rated Ba1

Secured Notes

  -- Class B, currently rated B1

  -- Series 2005-1 Pass Through Certificates, placed on Review for
     Possible Downgrade

  -- Class G, currently Baa1
  -- Class B, currently Ba2

  -- Senior Secured Equipment Trust, Placed on Review for Possible
     Downgrade, currently rated B1 to Caa1

  -- Senior Secured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently B1

  -- Senior Secured Shelf, Placed on Review for Possible
     Downgrade, currently (P)Ba3

Issuer: Chicago O'Hare International Airport, IL

  -- Revenue Bonds, Placed on Review for Possible Downgrade,
     currently 83 - LGD5

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Downgrade, currently 83 - LGD5

Issuer: Dallas-Fort Worth Intl. Airp. Fac. Imp. Corp.

  -- Revenue Bonds, Placed on Review for Possible Downgrade,
     currently 83 - LGD5

  -- Senior Secured Revenue Bonds, Placed on Review for Possible
     Downgrade, currently 83 - LGD5

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Downgrade, currently 83 - LGD5

Issuer: Dallas-Fort Worth TX, Regional Airport

  -- Revenue Bonds, Placed on Review for Possible Downgrade,
     currently 83 - LGD5

Issuer: New Jersey Economic Development Authority

  -- Revenue Bonds, Placed on Review for Possible Downgrade,
     currently 83 - LGD5

Issuer: New York City Industrial Development Agcy, NY

  -- Revenue Bonds, Placed on Review for Possible Downgrade,
     currently 83 - LGD5

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Downgrade, currently 83 - LGD5

Issuer: Puerto Rico Ind Med&Env Poll Ctl Fac Fin Auth

  -- Revenue Bonds, Placed on Review for Possible Downgrade,
     currently 83 - LGD5

Issuer: Puerto Rico Ports Authority

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Downgrade, currently 83 - LGD5

Issuer: Raleigh-Durham Airport Authority, NC

  -- Revenue Bonds, Placed on Review for Possible Downgrade,
     currently 83 - LGD5

Issuer: Regional Airports Improvement Corporation, CA

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Downgrade, currently 83 - LGD5

Issuer: Tulsa OK, Municipal Airport Trust (Ttees of)

  -- Revenue Bonds, Placed on Review for Possible Downgrade,
     currently 83 - LGD5

  -- Senior Secured Revenue Bonds, Placed on Review for Possible
     Downgrade, currently 83 - LGD5

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Downgrade, currently 83 - LGD5

Outlook Actions:

Issuer: AMR Corporation

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: American Airlines 1988-A Grantor Trust

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: American Airlines, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

AMR Corp. and its principal subsidiary American Airlines, Inc. are
based in Fort Worth, Texas.


ARIAD PHARMACEUTICALS: Peter Nelson to Leave Board on August 29
---------------------------------------------------------------
Peter J. Nelson notified ARIAD Pharmaceuticals, Inc. that he will
resign from the company's Board of Directors, effective Aug. 29,
2008, due to other work commitments.  Mr. Nelson has served as a
director since November 2004 and currently serves as the chair of
the Audit Committee.

Mr. Nelson is Managing Partner of Morecambe Partners, an advisory
firm for real estate companies and early stage enterprises.  
Previously, from 2004 to 2005, he was Co-Chief Executive Officer
of National Beverage Properties, Inc., a private real estate
investment firm and, from 1997 to 2004, he was Senior Vice
President-Operations, Chief Financial Officer, and Treasurer of
Alexandria Real Estate Equities, Inc., a NYSE real estate
investment trust principally providing scientific research space
to life science entities and biotechnology companies.  He
continues to serve as Corporate Secretary of Alexandria Real
Estate Equities, Inc.

Previously, from 1995 to 1997, Mr. Nelson was Chief Financial
Officer of Lennar Partners, Inc. (nka LNR Property Corporation).  
>From 1986 to 1995, he also held senior management positions at
Public Storage, Inc. and Westrec Properties, Inc.  From 1980 to
1986, Mr. Nelson was an audit manager at Ernst & Young, LLP.  Mr.
Nelson received his B.S. degree from California State University,
Northridge and is a certified public accountant.

The company intends to appoint another member of the Board to
serve on the Audit Committee prior to the effective date of Mr.
Nelson's resignation.

Headquartered in Cambridge, Mass., ARIAD Pharmaceuticals Inc.
(Nasdaq: ARIA) -- http://www.ariad.com/-- is engaged in the   
discovery and development of breakthrough medicines to treat
cancer by regulating cell signaling with small molecules.  ARIAD
has a global partnership with Merck & Co. Inc. to develop and
commercialize deforolimus, ARIAD's lead cancer product candidate,
which is in Phase 3 clinical development.  

At March 31, 2008, the company's consolidated balance sheet showed
$97.6 million in total assets and $121.1 million in total
liabilities, resulting in a $23.5 million total stockholders'
deficit.


ASARCO LLC: Has Court Nod to Expand Keegan's Insurance Services
---------------------------------------------------------------
ASARCO LLC and its debtor-affiliates obtained authority from the
U.S. Bankruptcy Court for the Southern District of Texas to
further expand the scope of employment of Keegan, Linscott &
Kenon, P.C., to include professional consulting services in
connection with pending insurance coverage actions.

Luckey R. McDowell, Esq., at Baker Botts L.L.P., in Dallas,
Texas, told the Court that ASARCO believes Keegan is well-
positioned to provide professional consulting services in
connection with pending insurance coverage action in light of:

   -- the substantial accounting services Keegan performed for
      ASARCO before and during its bankruptcy case;

   -- Keegan's familiarity with the Debtors' financial situation;  
      
   -- Keegan's services to the Debtors in claims reconciliation
      analysis; and

   -- Keegan's knowledge of the Debtors' businesses and creditors
      and the Material Inventory Management System that ASARCO
      uses.

For services related to the insurance coverage litigation, ASARCO
will pay Keegan $75 to $250 per hour depending on the individual
who performs the service.  ASARCO will also reimburse Keegan for
actual costs and expenses incurred in connection with its pending
insurance coverage services.

Keegan's director, Christopher Linscott, assures the Court that  
his firm does not have any interest adverse to the Debtors or
their bankruptcy estates.  Mr. Linscott declares further that
Keegan is a "disinterested person" as the term is defined in
Section 101(14) of the U.S. Bankruptcy Code, as modified by
Section 1107(b).

                         About ASARCO LLC

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

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

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

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

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


ASARCO LLC: AlixPartners OK'd to Replace Trumbull as Claims Agent
-----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates obtained authority from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
AlixPartners LLP as its claims, noticing and balloting agent
effective as of April 21, 2008.

James R. Prince, Esq., at Baker Botts, L.L.P, in Dallas, Texas,
informed the Court that ASARCO's need to employ AlixPartners stems
from Wells Fargo Bank's withdrawal from the bankruptcy market
administration on April 8, 2008.  Wells Fargo is the parent of
Trumbull Group, LLC, ASARCO's official claims, noticing and
balloting agent.  Trumbull's withdrawal prompted ASARCO to
solicit bids from claims, noticing and balloting agents to
replace Trumbull from which AlixPartners was selected by the
Debtors.

In late 2007, the Debtors and AlixPartners entered into an
agreement for AlixPartners to provide certain financial advisory
and consulting services for the Debtors, including evaluating
proofs of claim, analyzing claims and preparing a report
evaluating overall liability and claims exposure.  

ASARCO chose AlixPartners to replace Trumbull as claims, noticing
and balloting agent because AlixPartners has:

   -- already performed substantial services for ASARCO and is
      familiar with the Debtors, their business, the key parties
      in their Chapter 11 cases and the types of claims being
      asserted against the Debtors;

   -- experience working with Trumbull claims database;

   -- provided a competitive proposal for claims, noticing and
      balloting agent services and has agreed to waive certain
      charges in connection with the transfer of the services
      from Trumbull to AlixPartners; and
  
   -- AlixPartners is well-positioned to provide the services,
      has extensive experience in this area and has handled a
      number of other large bankruptcy cases.

As claims, noticing and balloting agent, AlixPartners is
expected to:

   (a) serve as notice agent to mail notices to certain of the
       estates' creditors and other parties-in-interest;

   (b) provide computerized claims, objection and balloting
       database services; and

   (c) provide expertise, consultation and assistance in
       connection with claim and ballot processing and the
       dissemination of other administrative information related
       to the Debtors and their Chapter 11 cases.

For its services, ASARCO will pay AlixPartners based on its
hourly rates:

   Professional                    Hourly Rates
   ------------                    ------------
   Administrative Support          $55
   Data Specialist                 $65 to $80
   Assistant Case Manager          $85
   Case Manager                    $100 to $125
   Automation Consultant           $140
   Senior Automation Consultant    $155 to $175
   Operations Manager              $100 to $165
   Consultant                      $210
   
Meade Monger, managing director at AlixPartners, LLP, assured the
Court that his firm does not have any interest adverse to ASARCO
or its estates, and is a "disinterested person" as the term is
defined in Section 101(14) of the U.S. Bankruptcy Code, modified
by Section 1107(b).

Trumbull Group, LLC, will transfer its rights and interests in
the Web site http://www.asarcoreorg.com/to AlixPartners.   
Trumbull will apply the $25,000 retainer paid to it by ASARCO
against any due but unpaid bills, and the balance, if any, will
be returned to ASARCO on or before Dec. 31, 2008.

                         About ASARCO LLC

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

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

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

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

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


ASARCO LLC: Court Okays Reduction of Wachovia Claim to $2,091,000
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved a stipulation between ASARCO LLC and its debtor-
affiliates and Wachovia Financial Services Inc. that resolves and
reduces Wachovia's claim against the Debtors.

Wachovia Financial filed Claim No. 10333 against ASARCO LLC,
asserting amounts relating to certain executory contracts and a
term note related to an equipment purchase.  The part of Claim No.
10333, which relates to certain executory contracts was resolved
by a prior agreement and Court order, but the term note portion
was not addressed.  Wachovia subsequently filed Claim No. 18205
reasserting the balance of Claim No. 10333.

ASARCO and Wachovia entered into a stipulation, which provides
that Wachovia has agreed to reduce its remaining claim from
$2,340,169 to $2,091,156.

                         About ASARCO LLC

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

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

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

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

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


ASHLAND INC: $3.3 Bil. Hercules Deal Cues S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Ashland
Inc., including the 'BB+' corporate credit rating, on CreditWatch
with negative implications following the announcement that Ashland
will acquire Hercules Inc. in a transaction valued at $3.3 billion
excluding transaction-related costs.
     
At the same time, S&P placed its 'BB+' corporate credit rating on
Hercules and its 'BB-' rating on its $350 million 6.5% junior
subordinated deferrable interest debenture due June 20, 2029
(remaining balance $215 million) on CreditWatch with negative
implications.
     
S&P affirmed its ratings on Hercules' bank credit facility and
$250 million 6.75% senior subordinated notes due Oct. 15, 2029.
Because these instruments contain change of control provisions,
S&P believe they would be repaid upon closing of the acquisition.
      
"If the transaction closes as currently structured, we expect to
lower Ashland's corporate credit rating to 'BB' and assign a
negative outlook," said Standard & Poor's credit analyst Cynthia
Werneth.
     
>From a business risk perspective, the Hercules transaction would
be a strong positive.  It would add substantial specialty chemical
assets with investment-grade business characteristics, creating a
company with more than $10 billion in annual revenues.  The
acquisition should result in more favorable growth prospects and a
more stable and profitable chemicals company, with reduced
reliance on the lower-margin distribution and Valvoline products.
     
Although the transaction as currently contemplated will be
primarily debt-financed, it will include about $500 million of
stock at Ashland's pre-announcement share price.  In addition,
Ashland currently has very little book debt, and the company plans
to use its substantial cash balance to finance the Hercules
acquisition.  As a result, S&P expect Ashland's total adjusted
debt pro forma for the transaction to be about $3 billion.  S&P
would adjust debt to include about $360 million of after-tax
pension and other postretirement obligations, $210 million of
estimated, tax-effected asbestos liabilities, and $210 million of
capitalized operating leases at the combined company.  Pro forma
funds from operations to adjusted total debt will be in the upper
teens percentage area.  

Following this acquisition, S&P would expect Ashland to use the
majority of discretionary cash flow to reduce debt, so that the
FFO to debt ratio strengthens to the 20%-25% range it deem
appropriate at the 'BB' rating.
     
S&P will update this CreditWatch for any changes to the
transaction structure or if details regarding the prospective
capital structure are disclosed.  S&P anticipate resolving the
CreditWatch upon closing of the transaction, which is expected to
occur by the end of calendar 2008, subject to Hercules shareholder
and regulatory approval.  Ashland has financing commitments for
the transaction.


BABSON CLO: Moody's Assigns Ba2 Rating to Class E Notes Due 2018
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to notes issued
by Babson CLO Ltd. 2008-I.

  -- Aaa to the $340,000,000 Class A Senior Floating Rate Notes
     Due 2018;

  -- Aa2 to the $18,000,000 Class B Senior Floating Rate Notes Due
     2018;

  -- A2 to the $16,000,000 Class C-1 Deferrable Mezzanine Floating
     Rate Notes Due 2018;

  -- A2 to the $5,000,000 Class C-2 Deferrable Mezzanine Fixed
     Rate Notes Due 2018;

  -- Baa2 to the $13,000,000 Class D Deferrable Mezzanine Floating
     Rate Notes Due 2018;

  -- Ba2 to the $16,500,000 Class E Deferrable Mezzanine Floating
     Rate Notes Due 2018.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of senior secured loans
due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Babson Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the issuer.


BEATRIX READY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Beatriz Ready Mix, Inc.
        PMB 24
        P.O. Box 6400
        Cayey, PR 00737

Bankruptcy Case No.: 08-04457

Type of Business: The Debtor sells pre-mixed concrete.

Chapter 11 Petition Date: July 10, 2008

Court: District of Puerto Rico (Old San Juan)

Debtors' Counsel: Carmen D. Conde Torres, Esq.
                   (condelaw.com)
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203

Total Assets: $3,182,872

Total Debts:  $4,355,605

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

           http://bankrupt.com/misc/prb08-04457.pdf


BHM TECHNOLOGIES: Court Approves $45,000,000 DIP Financing
----------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan granted final approval to the request of BHM Technologies
Holdings, Inc., and its debtor-subsidiaries to obtain $45,000,000
of DIP financing from a syndicate of lenders led by Lehman
Commercial Paper, Inc., administrative agent under the DIP
Facility.

The Court authorized the Debtors to grant superpriority claims,
liens on certain unencumbered property and other liens to the DIP
Lenders.

Paragraph 7(a) of the Final DIP Order provides that the
Unencumbered Property "will not include the Avoidance Actions,
any proceeds or property recovered in respect of any Avoidance
Actions or any other assets upon which security may not be
lawfully granted, but Unencumbered Property shall include the
proceeds of such other assets upon which security may be lawfully
granted."

A full-text copy of the Final DIP Order is available for free at:

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

              First Lien Agent Wants Clarification

On behalf of Lehman Commercial Paper Inc., John T. Gregg, Esq.,
at Barnes & Thornburg LLP, in Grand Rapids Michigan, asserts the
Court should amend Paragraph 7(a) or at least clarify the intent
of the Court's revision, pursuant Rule 9024 of the Federal Rules
of Bankruptcy Procedure.  Mr. Gregg says that in the proposed
Final DIP Financing Order submitted to the Court, Paragraph 7(a)
was intended to grant the DIP Lenders a lien only on the proceeds
of the assets upon which security may not lawfully be granted.  T

The intention of the First Lien Agent, the Debtors and the other
parties who agreed to the form of the proposed Final DIP
Financing Order was to ensure that the Court was not, in effect,
entering an order that was in conflict with applicable law.  It
was the intent of the parties that the liens granted to the DIP
Lenders would not extend to the Unencumbered Property upon which
security cannot be granted.  The liens would extend only to the
proceeds of the Unencumbered Property upon which security cannot
be granted.

Upon review of the Final DIP Financing Order, it appears that the
Court was attempting to protect against a violation of applicable
law by declining to grant a lien over assets to which a lien may
not attach, Mr. Gregg asserts.  The First Lien Agent believes
that, upon close inspection of Paragraph 7(a) as submitted, the
Court would only be granting a lien on the proceeds of
Unencumbered Property to which security cannot attach under
applicable law.  According to the Final DIP Financing Order as
entered by the Court, the DIP Lenders would not be entitled to a
lien on proceeds from Unencumbered Property upon which security
cannot attach.

The DIP Lenders agreed to extend the $45,000,000 DIP Loan in
exchange for certain protections, including a lien on the
proceeds of Unencumbered Property, which category includes the
proceeds of Unencumbered Property upon which security cannot
attach.  The First Lien Agent requests that the Court correct the
clerical error it made when it revised Paragraph 7(a) of the
Final DIP Financing Order so that the DIP Lenders receive the
protections for which they bargained.

In the alternative, the First Lien Agent asks the Court to  
reconsider the Final DIP Financing Order pursuant to Bankruptcy
Rule 9023 and Federal Rule 59(e).  The intention of the parties
was that security would extend only to the proceeds of
Unencumbered Property, which such Unencumbered Property could not
be subject to security.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc.-- http://www.browncorp.com/--manufactures and sells          
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, it listed estimated assets and debts to be both
between US$100 million and US$500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No.
7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Asks Court to Approve Solicitation Protocol
-------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries
intend to mail solicitation packages to solicit votes on their
Joint Chapter 11 Plan of Reorganization, and submit it to the
United States Bankruptcy Court for the Western District of
Michigan for confirmation, following the approval of their
disclosure statement explaining the terms of the plan.

The Debtors have proposed these time-line and key dates:

                                                Date
                                                ----
     Record Date for Voting Purposes     Date DS is Approved

     Delivery of Solicitation Packages   Not later than
                                         Aug. 12, 2008

     Deadline to submit ballots to
        Kurtzman Carson Consultants      Sept. 5, 2008
         
     Confirmation Hearing on Plan        Week of Sept. 15, 2008

     Deadline to File Confirmation
        Objections                       Sept. 5, 2008

     Deadline to Submit Replies to
        Confirmation Objections          Sept. 11, 2008

Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, solely for purposes of voting to accept or reject the
Plan and not for the purpose of the allowance of, or distribution
on account of, a claim, and without prejudice to the rights of
the Debtors in any other context, the Debtors propose that each
claim within a class of claims entitled to vote to accept or
reject the Plan be temporarily allowed in an amount equal to the
amount of the claim as set forth in a timely filed proof of
claim, or, if no proof of claim was filed, the amount of such
claim as set forth in the Debtors' Schedules of Assets and
Liabilities.  If a proof of claim is listed as unliquidated, the
claims will be allowed, for voting purposes only, at $1.00.

The Court will convene a hearing to consider approval of the
Solicitation Protocol on August 7, 2008.  Objections are due
July 31, 2008.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc.-- http://www.browncorp.com/--manufactures and sells          
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, it listed estimated assets and debts to be both
between US$100 million and US$500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No.
7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Asks Court to Approve Disclosure Statement
------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries ask
the United States Bankruptcy Court for the Western District of
Michigan to set a hearing to consider approval of the Disclosure
Statement on August 7, 2008 at 1:30 pm (ET).  The Debtors have set
a July 31, 2008 deadline to file objections to the adequacy of the
Disclosure Statement.

On July 2, 2008, the Debtors filed a disclosure statement
explaining the terms of their Joint Chapter 11 Plan of
Reorganization.

A full-text copy of the Disclosure Statement is available for
free at:

     http://bankrupt.com/misc/BHM_DiscStatement.pdf
                    
Leon R. Barson, Esq., at Pepper Hamilton LLP, in Philadelphia,
Pennsylvania, asserts the Disclosure Statement contains adequate
information within the meaning of Section 1125 of the Bankruptcy
Code.  Accordingly, by this motion, the Debtors ask the Court
approve the Disclosure Statement pursuant to Section 1125(b) of
the Bankruptcy Code.

The Disclosure Statement notes that the Plan, while proposed
jointly by all of the Debtors, constitutes a separate Plan for
each debtors.  The estates of the Debtors, according to Don Dees,
president of BHM Technologies Holdings, Inc., have not been
consolidated, substantively or otherwise.

The Disclosure Statement provides that the purpose of the Plan is
to de-lever the Debtors' balance sheet by converting a
substantial amount of secured debt into equity.

The Plan provides that each Debtor will pay 100% of all Unsecured
Ongoing Operations Claims that are held by ongoing trade vendors,
without interest, over a six month period.  The reason why the
Debtors can successfully accomplish this goal is primarily due to
concessions by the Prepetition First Lien Lenders and Prepetition
Second Lien Lenders.  In addition, under one of two alternatives,
Atlantic Equity Partners IV, L.P., will infuse an additional
$12,500,000 into the Debtors, further improving the Debtors'
balance sheet and cash flow.

Mr. Dees relates that in order to ensure a smooth, efficient and
quick exit from Chapter 11, the Debtors are proposing two
alternative plans simultaneously.  The New Money Alternative is
the preferred alternative, and the Debtors will first seek
confirmation of this alternative.  However, in the event the New
Money Alternative is not confirmed, the Debtors will seek to
confirm the No New Money Alternative.

The Debtors note that a ballot that indicates an acceptance of
the Plan will be deemed to be an acceptance of both alternatives.
These classes are entitled to vote to accept or reject the Plan:
Class S-1 (Secured Tax Claims), Class S-2 (Other Secured Claims),
Class P-1 (Other Priority Claims), Class U-1 (Convenience
Claims), Class U-3 (Intercompany Claims) and Class E-2
(Subsidiary Debtor Equity Interests).

The key terms of each Alternative with respect to the
capitalization of the Reorganized Debtors are:

                      NEW MONEY ALTERNATIVE
                      ---------------------

Prepetition  Prepetition  AEP Invests   Management   Independent
First Lien   Second Lien  $12.5 Mill.   Equity Plan  Director
Lenders      Lenders      and Receives:              Equity Plan
Receive:     Receive:                                Receives:

$92.5MM      $3.75MM of   26.75% of     9% of New    1% of New
Exit Term    Parent       New Common    Common       Common Stock
Loan         Pref. Stock  Stock on a    Stock on a   on a fully
             (gifted by   non-diluted   fully        diluted
$75MM of     First Lien   basis         diluted      basis
Parent       Lenders)     (postgifting  basis
Pref. Stock               .25% to 2nd
(based on    8% of New    Lien Lenders)
implied      Common    
total ent.   Stock on a   Warrants
value of     non-diluted  exercisable
$325MM       (inc. 4%     into 15% of
             from         New Common
65% of New   gifting of   Stock at
Common       Prepetition  implied TEV
Stock on a   First Lien   of $325MM w/
non-diluted  Deficiency   a 7-year
basis        Claim and    tenor
             .25% from
             gifting by
             AEP.

                     NO NEW MONEY ALTERNATIVE
                     ------------------------

Prepetition  Prepetition  AEP           Management   Independent
First Lien   Second Lien  Receives:     Equity Plan  Director
Lenders      Lenders                                 Equity Plan
Receive:     Receive:                                Receives:

$92.5MM      Approx.      Nothing       9% of New    1% of New
Exit Term    5% of New                  Common       Common Stock
Loan         Common                     Stock on a   on a fully
             Stock on a                 fully        diluted
Approx.      non-diluted                diluted      basis
94% of New   basis                      basis
Common                                
Stock on a   Penny                     
non-diluted  warrants  
basis, inc.  convertible          
distrib. on  into 2.5%                
Class S-3    of New                  
& Class U-4  Common                 
Claims       Stock                
             (gifted by               
             First Lien               
             Lenders)               
             Claim and         
             .25% from
             gifting by
             AEP.

Also, under the Debtors' Joint Chapter 11 Plan of Reorganization,
Class U-1 (Convenience Claims) consist of any unsecured claim that
is allowed in an amount of $1,500 or less or is allowed in an
amount greater than $1,500, but which is reduced to $1,500 by
irrevocable written election of the holder thereof pursuant to
the holder's ballot.  Pursuant to the Plan, the holder of an
allowed Convenience Claim will receive payment in full, without
postpetition interest.

Leon R. Barson, Esq., at Pepper Hamilton LLP, in Philadelphia,
Pennsylvania, note that the Sixth Circuit has explaineed that a
claim is impaired under Section 1124(1) of the Bankruptcy Code if
the plan deprives the creditor of interest "to which the creditor
is entitled."  However, she cites Thompson v. Kentucky Lumber Co.
(In re Kentucky Lumber Co.), 860 F.2d 674, 676 (6th Cir. 1988),
which said that unsecured creditors are not entitled to
postpetition interest upon their allowable claims, unless the
debtor is solvent.

According to Mr. Barson, the Debtors are admittedly not solvent
from a balance sheet perspective.

In view of the circumstances, and the fact that holders of claims
in Class U-1 are expected to receive 100% of their allowed claims
very shortly after the Plan's effective date, the Debtors seek
the Court's determination that Class U-1 is unimpaired.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc.-- http://www.browncorp.com/--manufactures and sells  
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, it listed estimated assets and debts to be both
between US$100 million and US$500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


BIOJECT MEDICAL: Awards Shares in Lieu of $75K Cash to CEO Makar
----------------------------------------------------------------
Bioject Medical Technologies Inc. awarded 197,368 shares of its
common stock with a value of $0.38 per share, for a total value of
$75,000, to Mr. Ralph Makar, its President and Chief Executive
Officer on June 25, 2008.  The grant of stock was in lieu of a
$75,000 cash award that was earned by Mr. Makar pursuant to his
employment agreement related to 2007 performance.

Based in Portland, Oregon, Bioject Medical Technologies Inc.
(Nasdaq: BJCT) -- http://www.bioject.com/-- is a developer and   
manufacturer of needle-free injection therapy systems (NFITS).  
NFITS provide an empowering technology and work by forcing
medication at high speed through a tiny orifice held against the
skin.  This creates a fine stream of high-pressure fluid
penetrating the skin and depositing medication in the tissue
beneath.  The company is focused on developing mutually beneficial
agreements with leading pharmaceutical, biotechnology, and
veterinary companies.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Moss Adams LLP expressed substantial doubt about Bioject Medical
Technologies Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditor reported
that the company has suffered recurring losses, has had
significant recurring negative cash flows from operations, and has
an accumulated deficit.


CAMBIUM LEARNING: Delayed Fin'l Statements Cue S&P to Junk Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Natick,
Massachusetts-based Cambium Learning Inc.  The corporate credit
rating was lowered to 'CCC+' from 'B-'.  Ratings remain on
CreditWatch with negative implications, where they were placed
Dec. 6, 2007.  Cambium had total debt of $191 million at March 31,
2008.
     
"The downgrade reflects the company's insufficient progress to
date in either delivering its 2007 financing statements or
obtaining another waiver and amendment, if it is needed," said
Standard & Poor's credit analyst Hal Diamond.
     
The company has received a limited waiver and amendment for the
extension of covenant requirements for financial statement
reporting from its banks until July 15, 2008.  Cambium has
scheduled a meeting with its bank group on July 14.  A continued
delay in filing could lead to an event of default unless the
company receives subsequent extensions.
     
Interest expense is rising because of a 200-basis-point required
increase in the margins applicable to outstanding bank borrowings
up to July 15, 2008.  In addition, the company is not permitted to
borrow under its revolving credit facility during the restatement
process, prompting its equity sponsor, Veronis Suhler Stevenson,
to make loans in the second quarter to fund seasonal working
capital requirements.
     
Cambium has a modest cushion of compliance with the credit
agreement's 8.0x debt to EBITDA covenant, having posted debt to
EBITDA of 7.46x as of March 31, 2008.  The company faces a step-
down of the required level to 7.75x at June 30, 2008, and a
further step-down to 7.5x at Sept. 30, 2008.
     
Unaudited results indicate that the EBITDA loss in the seasonally
weak first quarter ended March 31, 2008 increased to $1.5 million
from $1.1 million a year earlier, due to higher planned selling,
sampling, and marketing costs.  Cambium is now in the critical
season for sales of supplemental and remedial learning materials.  
S&P remain concerned about the company's ability to remain in
covenant compliance in light of the negative effect that strained
state and local government budgets could have on supplemental
education funding that is crucial to its future profitability.
     
S&P will resolve the CreditWatch listing pending a review of the
company's operations, cash flow, and liquidity following the
delivery of its audited financials and its review of the filings.   
S&P may lower the rating again in the near term if additional
delays in the filing of financial statements further impair
liquidity.  S&P will also evaluate whether Cambium's discussions
with its bank group produce any increase in covenant headroom, and
the financial cost of covenant relief.


CASALE MARBLE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Casale Marble Imports, Inc.
        750 S.W. 17th Ave.
        Delray Beach, FL 33444
        Tel: (561) 404-4213

Bankruptcy Case No.: 08-19689

Type of Business: The Debtor is a stone supplier.  See
                  http://www.casalemarble.net

Chapter 11 Petition Date: July 14, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Paul L. Orshan, Esq.
                     Email: plorshan@orshanpa.com
                  2655 LeJeune Rd., Ste. 410
                  Coral Gables, FL 33134
                  Tel: (305) 779-4882
                  Fax: (305) 402-0777

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

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
MLP-VC Stone                   Trade debt            $257,313
37010 S. Amrogio Valpolicella
Verona, Italy

Chariot International Pvt.     Trade debt            $241,996
Ltd.
#107, Agrahara Town
White Field Rd.
Bangalore, India 560 066

Savino Del Bene (Florida)      Trade debt            $204,419
8815 N.W. 33rd St., Ste. 110
Miami, FL 33172

Euler Hermes UMA               Collection Agency     $139,032

Exact Software North America   Computer software     $130,727

Andrade S/A Marmores e Granito Trade debt            $127,625

Tab India Granites Pvt. Ltd    Trade debt            $125,905

Stone World Direct Exports     Trade debt            $102,637
Pvt.

Marmocil Ltd.                  Trade debt            $85,088

Jacigua Marmores e Granitos    Trade debt            $59,005

Tracomal Mineracao S.A.        Trade debt            $54,110

Stocchero Attilio & Co. Srl.   Trade debt            $53,027

Parana Granitos                Trade debt            $52,640

Andrade Industria E Mineracao  Trade debt            $47,471

Luis Sanchez Diez, S.A.        Trade debt            $45,090

Pemagran-Pedras                Trade debt            $44,164

Marca Ltda                     Trade debt            $43,739

VC Stone Imports, Inc.         Trade debt            $42,288

Oceans/Vereda Marmores         Trade debt            $38,882

DMI Imports                    Trade debt            $35,481


CEDAR FUNDING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cedar Funding Mortgage Fund, LLC
        465 Tyler St.
        Monterey, CA 93940

Bankruptcy Case No.: 08-53670

Type of Business: The Debtor is a private money lending company
                  whose clients consist of borrowers and
                  investors.  See http://www.cedarfundinginc.com/

Chapter 11 Petition Date: July 11, 2008

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Cecily A. Dumas, Esq.
                  Email: cdumas@friedumspring.com
                  Friedman, Dumas and Springwater
                  150 Spear St., Ste. 1600
                  San Francisco, CA 94104
                  Tel: (415) 834-3802
                  http://www.friedumspring.com/

Estimated Assets:           Less than $50,000

Estimated Debts: $100 million to $500 million

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

      http://bankrupt.com/misc/canb08-53670.pdf


CENTAUR: Gaming Board Refuses to Grant Gaming License
-----------------------------------------------------
The Pennsylvania Gaming Control Board denied a request by the
developers of the Valley View Downs racetrack in Lawrence County
to grant a Conditional Category 1 slots gaming license prior to
the completion of its background investigation and suitability
hearing.

The unanimous decision by the Board does not deny the application
by Valley View Downs, a subsidiary of Centaur, LLC, a slots gaming
license in the future.  Rather, the decision of the Board
acknowledges its view that the background investigation of those
persons who control the slot machine license must be completed
prior to licensing the casino facility.

In this case, the background investigation by the Board on their
application continues and a suitability hearing can be scheduled
in the future to gather additional information and evidence
necessary to consider the award of a slots license.

"Valley View Downs' application review and investigation is not to
the point where the Board felt it had all the necessary background
information required within Pennsylvania's strict regulatory
environment to issue a conditional license at this time," Mary
DiGiacomo Colins, Chairman, said.  "At the same time, it is
important to note that [the] decision does not impact any future
decision by this Board on Valley View's application for a slot
operator's license."

The Board expects to release an adjudication on this decision in
the near future.

                        About Centaur, Inc.

Headquarter in Indianapolis, Indiana, Centaur, Inc.
-- http://www.centaurgaming.net/-- is a privately held business  
focused on bringing the entertainment and economic development
benefits of gaming and horse racing to key communities across
North America.  Centaur's experienced, well-respected management
team has managed gaming operations in several states, and
continues to explore additional racing and gaming opportunities
across North America.

Centaur currently owns and manages Hoosier Park in Anderson,
Indiana, and Fortune Valley Hotel & Casino in Central City,
Colorado, and is seeking final approval to develop Valley View
Downs in western Pennsylvania.

In addition to its current properties, Centaur is a former owner
of the Argosy Riverboat Hotel & Casino in Lawrenceburg, Indiana,
and the Augustine Casino in Palm Springs, Californian.


CENTAUR LLC: Failure to Renew Gaming License Cues S&P's Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its corporate credit and
issue-level ratings for Centaur LLC, including the 'B' corporate
credit rating, on CreditWatch with negative implications.
     
The CreditWatch listing follows the announcement by the
Pennsylvania Gaming Control Board that it denied Centaur's request
for a gaming license at this time, and that the background
investigation of the persons controlling the slot machine license
must be completed prior to licensing the casino facility.  An
inability to obtain the Pennsylvania gaming license by July 15,
2008 constitutes an event of default under Centaur's credit
agreement.
     
In resolving the CreditWatch listing, S&P will evaluate the
implications of potential actions by the lending group.


CLEARPOINT BUSINESS: ComVest Group Discloses 15.7% Equity Stake
---------------------------------------------------------------
ComVest Capital LLC, ComVest Capital Management LLC, ComVest Group
Holdings, LLC, and founder Michael S. Falk disclose that they own
2,210,825 shares in Clearpoint Business Resources Inc.,
representing 15.7% of Clearpoint's outstanding shares.

Based in Chalfont, Pennsylvania, ClearPoint Business Resources
Inc., through its proprietary, technology-based iLabor network
platform, provides its clients a comprehensive web-based portal to  
streamline the process involved in procurement and management of
temporary labor through a network of ClearPoint-approved staffing
vendors.

Clearpoint Business Resources Inc.'s consolidated balance sheet at
March 31, 2008, showed $10,264,003 in total assets and $26,251,109
in total liabilities, resulting in a $15,987,106 total
stockholders' deficit.

                   M&T Credit Pact Default

As disclosed in the Troubled Company Reporter on June 12, 2008,
ClearPoint Business is in default under a credit agreement, dated
Feb. 23, 2007, with Manufacturers and Traders Trust Company and
several lenders.  As a consequence of the default, M&T declared
all ClearPoint's outstanding obligations under the Credit
Agreement to be immediately due and payable and terminated the
lenders' obligation to make any additional loans or issue
additional letters of credit to ClearPoint.  ClearPoint is
in the process of negotiating a financing arrangement with a
potential lender.  However, there is no assurance that
ClearPoint's capital raising efforts will be able to attract the
additional capital or other funds it needs to sustain its
operations.

Due to ClearPoint's financial position and results of operations,
on May 30, 2008, ClearPoint scaled back various aspects of its
operations.  If ClearPoint is unable to obtain additional funding,
or such funding is not available on acceptable terms, this will
materially adversely impact ClearPoint's ability to continue
operations.


CMT AMERICA: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: CMT America Corp.
        aka Fairvane Corp.
        aka Urban Behavior
        aka Weathervane
        21 Hyde Rd.
        Farmington, CT 06032

Bankruptcy Case No.: 08-11434

Chapter 11 Petition Date: July 13, 2008

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtor's Counsel: Robert S. Brady, Esq.
                     Email: bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 W. St., 17th Fl.
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  http://www.ycst.com/

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

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

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
CHIQLE                         trade                 $313,876
1100 S. San Pedro St.,
Ste. A-3
Los Angeles, CA 90015-2343
Tel: (213) 745-8110
Fax: (213) 745-9110

Wellton Express International  trade                 $190,371
(Ontario), Inc.
2600 Skymark Ave., Bldg. 3
Mississauga, ON L4W B52
Tel: (905) 602-8828
Fax: (905) 602-8688

Gaze USA, Inc.                 trade                 $158,170
2135 E. 52nd St.
Vernon, CA 90058
Tel: (323) 277-1085,
     148 (ext.)
Fax: (323) 586-8048

Bozzolo-Shine Imports          trade                 $139,241

CRB Commercial Interiors, Inc. trade                 $112,604

Have Fashion-Merch             trade                 $97,876

Lechase Construction Services  trade                 $96,948

KPMG, LLP                      trade                 $93,208

4838-Braintree Property        trade                 $84,792
Association

Taubman Auburn Hills           trade                 $69,243

TAVU                           trade                 $65,343

Southlake Indiana, LLC         trade                 $64,525

4835 Rockaway Center           trade                 $61,741
Association

Allied Printing Services       trade                 $60,792

ESTAM                          trade                 $59,938

Woodfield Mall, LLC            trade                 $54,119

Expand Inc., Judy Jr.          trade                 $53,866

4822-Bellwether Properties     trade                 $50,342

Carousel Center Co., LP        trade                 $48,076


CREDIT SUISSE: S&P Lowers Ratings on Seven Classes of Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2005-C3.  Concurrently, S&P affirmed its ratings on the remaining
classes from this transaction.
     
The downgrades reflect the credit deterioration of the pool.  
Fifteen loans have reported debt service coverage below 1.0x, and
three loans are with the special servicer.  The trust has realized
$3.6 million in realized losses to date.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the June 17, 2008, remittance report, the collateral pool
consisted of 197 loans with an aggregate balance of $1.59 billion,
down from 198 loans with a balance of $1.64 billion at issuance.  
The master servicer, Midland Loan Services Inc., reported
financial information for 99% of the pool.  Fifty-nine percent of
the servicer-provided information was full-year 2007 data and 14%
was interim-2007 data.  Fifteen loans in the pool, totaling
$102.7 million (7%), have reported DSCs lower than 1.0x.  These
loans are secured primarily by a variety of office, retail, and
multifamily properties and have an average balance of $6.8 million
and an average decline in DSC of 54% since issuance.  Excluding
defeased loans totaling $105.0 million (6.6%), Standard & Poor's
calculated a weighted average DSC of 1.61x for the pool, down from
2.01x at issuance.  

Loans secured by cooperative apartment properties secure 10.3% of
the pool.  All but two of the loans in the pool are current; one
loan totaling $3.9 million is 60-plus-days delinquent and another
loan totaling $920,371 is 90-plus-days delinquent.  There are
three loans totaling $27.8 million (1.7%) with the special
servicer, LNR Partners Inc.  To date, the trust has experienced
one loss totaling $3.6 million.
     
The top 10 loan exposures secured by real estate have an aggregate
outstanding balance of $616.8 million (38.7%) and a weighted
average DSC of 1.33x (excluding the ninth-largest loan, a co-op
loan), up from 1.23x at issuance.  The fourth-largest loan is on
the servicer's watchlist and is discussed below.  Standard &
Poor's reviewed property inspections provided by Midland for nine
of the assets underlying the top 10 exposures.  Two assets were
characterized as "excellent" and the remaining properties were
characterized as "good."
     
Details of the three loans with the special servicer are:

     -- The Center of Winter Park loan ($22.9 million, 1.4%) is
        secured by a 258,885-sq.-ft. anchored retail center in
        Winter Park, Florida, built in 1965 and renovated in 1991.
        The loan was transferred to the special servicer due to
        imminent default, which included insufficient insurance
        and failure to remit excess cash flow.  All of the
        defaults have been cured and negotiations concerning an
        accrued interest default have been resolved, and LNR plans
        to return the loan to the master servicer.  As of Dec. 31,
        2007, the property reported a DSC of 1.31x.

     -- The Lenox Square loan ($3.9 million; 0.2%) is secured by a
        93,224-sq.-ft. unanchored retail property built in 1978 in
        Richmond, Michigan.  This property is also encumbered by a
        $680,000 B note.  The loan was transferred to special
        servicing due to payment default.  In addition, the B
        note, which matured Sept. 11, 2007, was not repaid.  The
        property is currently in foreclosure, and based on the
        most recent appraisal, Standard & Poor's expects a minimal
        loss upon the resolution of this asset.

     -- The Amory Street Apartments Loan ($920,080) is secured by
        a 32-unit multifamily property built in 1920 in Nashua,
        N.H.  The loan was transferred to special servicing on
        June 11, 2008, due to a payment default.  The special
        servicer is currently evaluating different strategies.

Midland Loan Services Inc. reported a watchlist of 20 loans with
an aggregate outstanding balance of $109.7 million (6.9%).  The
largest loan on the watchlist and the fourth-largest loan in the
pool is the Everest MBC Portfolio Tower loan.  The loan is secured
by six cross-collateralized and cross-defaulted loans
collateralized by industrial warehouse, flex, and office
properties in Billerica, Boston, and Chicopee, Massachusetts.  The
master servicer placed this loan on the watchlist because one of
the properties reported a low DSC of 0.23x as of Sept. 30, 2007,
and the sole tenant at another property vacated when its lease
expired in August 2007.  As of June 17, 2008, the combined DSC was
1.10x.
     
Standard & Poor's stressed the loans on the watchlist, along with
other loans with credit issues, as part of its pool analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.
   

                         Ratings Lowered
   
        Credit Suisse First Boston Mortgage Securities Corp.
    Commercial mortgage pass-through certificates series 2005-C3

                        Rating
                        ------
           Class     To        From   Credit enhancement
           -----     --        ----   ------------------
           H         BB        BBB-         3.24%
           J         BB-       BB+          2.86%
           K         B-        BB           2.34%
           L         CCC+      BB-          1.96%
           M         CCC       B+           1.70%
           N         CCC-      B            1.44%
           O         CCC-      B-           1.06%

                        Ratings Affirmed
   
       Credit Suisse First Boston Mortgage Securities Corp.
    Commercial mortgage pass-through certificates series 2005-C3
   
           Class     Rating            Credit enhancement
           -----     ------            ------------------
           A-1       AAA                     30.63%
           A-2       AAA                     30.63%
           A-3       AAA                     30.63%
           A-AB      AAA                     30.63%
           A-4       AAA                     30.63%
           A-1-A     AAA                     30.63%
           A-M       AAA                     20.34%
           A-J       AAA                     11.86%
           B         AA                       9.67%
           C         A+                       8.64%
           D         A                        7.74%
           E         A-                       6.72%
           F         BBB+                     5.43%
           G         BBB                      4.40%
           A-X       AAA                       N/A
           A-SP      AAA                       N/A
           A-Y       AAA                       N/A


                      N/A -- Not applicable.


CRIIMI MAE: S&P Cuts Rating on 1996-CI Trusts to CCC- from B
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class E
from CRIIMI Mae Trust I's series 1996-C1 to 'CCC-' from 'B' and
removed it from CreditWatch with negative implications, where it
was placed on May 28, 2008.
     
The rating action follows S&P's full analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities.  S&P's review
incorporated Standard & Poor's revised recovery rate assumptions
for commercial mortgage-backed securities, as detailed in
"Recovery Rates For CMBS Collateral In Resecuritization
Transactions," published May 28, 2008, on RatingsDirect.
     
According to the June 30, 2008, trustee report, the transaction's
current assets included six classes ($59.8 million, 100%) of CMBS
pass-through certificates from four distinct transactions issued
in 1995 and 1996.  The current assets are from the following
transactions:

     -- Asset Securitization Corp.'s series 1995-D1 ($20.3
        million, 34%);

     -- LB Commercial Conduit Mortgage Trust's series 1995-C2
        ($19.4 million, 32%);

     -- Asset Securitization Corp.'s series 1996-D2 ($13.6
        million, 23%); and

     -- Fannie Mae Aces' series 1996-M1 ($6.5 million, 11%).

The aggregate principal balance of the assets and liabilities
totaled $59.8 million, down from $349 million at issuance.  Of the
$289.2 million reduction in the total liabilities since issuance,
approximately $3.4 million was due to principal losses realized on
first-loss CMBS assets, which currently represent $30.2 million
(51%) of the asset pool.
     
S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'CCC+'
rated obligations.  Excluding first-loss CMBS assets, the current
asset pool exhibits credit characteristics consistent with 'BB'
rated obligations.  Standard & Poor's rates $53.3 million (89%) of
the assets.  S&P reanalyzed its outstanding credit estimates for
the remaining assets.
     
Standard & Poor's analysis of the transaction supports the lowered
rating.


DELPHI CORP: GM Wants to Participate in Appaloosa Adversary Suit
----------------------------------------------------------------
General Motors Corp. seeks authority from the U.S. Bankruptcy
Court for the Southern District of New York to participate in the
adversary proceedings filed by Delphi Corp. against Appaloosa,
Management, L.P., et al.  GM wants to participate in the
proceedings as a "party-in-interest."

Delphi's ties with Appaloosa, et al., soured after Delphi sought
funding of the $2,825,000,000 of its $6,100,000,000 exit debt
financing facility from General Motors, its primary customer.  The
lenders, including GM, were ready to close April 4, but the
financing agreements have been terminated after Appaloosa, et al.,
pulled out from their commitment to provide $2,550,000,000 of
equity financing to Delphi.

Michael P. Kessler, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that GM wants to:

   (i) appear before the Court on any matter arising in the
       adversary proceedings, including hearings and chambers
       conferences;

  (ii) participate in settlement discussions, mediation sessions
       and arbitrations regarding the Adversary Proceeding; and

(iii) participate in the discovery process, including through
       the review of documents produced and attendance at
       depositions.

Mr. Kessler asserts GM only seeks limited participation rights
sufficient to fully monitor the progress and status of the
adversary proceedings and to permit involvement in activities
likely to affect or overlap with the negotiation of a modified
new plan.  GM clarifies it does not intend to intervene at this
time as a plaintiff in the adversary proceedings, and it does not
intend to file pleadings, argue before the court, or examine
witnesses at depositions, hearings, or trial.

Delphi and the statutory committees appointed in the Chapter 11
cases -- the Official Committee of Unsecured Creditors and the
Official Committee of Equity Security Holders have reached an
agreement with regarding the terms of their intervention in the
adversary proceedings, and they will have significantly more
information into the potential value of the litigation if GM is
not permitted to monitor the Adversary Proceeding, Mr. Kessler
points out.  GM cannot meaningfully negotiate over the value and
disposition of any proceeds of this litigation if it is not
afforded the opportunity to participate, including by attending
depositions and reviewing documents produced by the Plan
Investors.  Such an advantage to the other major constituents
would be unfair to GM given its role as one of the major
constituents in the case, Mr. Kessler adds.

Mr. Kessler notes that the participation rights now sought by GM
are the same as those GM has enjoyed in other major contested
matters in the Chapter 11 cases.  The relief now sought, then, is
not only justified by GM's unique role in Delphi's
reorganization, but is consistent with past practice in these
cases, Mr. Kessler contends.

               GM Involved in New Plan Talks with
                  Delphi and Creditors Committee

GM says that it is a major constituent of a new plan under
negotiation together with Delphi and the Official Committee of
Unsecured Creditors.  GM has been asked to provide major support
through financial contributions, subsidies and loans, Mr. Kessler
discloses.

GM adds its interest in participating in the adversary
proceedings is in the litigation's representation of a
significant asset of the Debtors' estates.  The terms and
conditions of a modified or new plan will depend, in part, on the
value ascribed to the litigation and the disposition of any
recoveries from the litigation, Mr. Kessler avers.

                     Delphi Opposes Dismissal

In light of the Plan Investors' request for dismissal of the
adversary proceedings, Delphi is defiant, saying that the
defendants engaged in serious misconducts that have caused
devastating harm to the company and its many stakeholders, and
pleaded two theories of fraud against Appaloosa Management, L.P.,
for:
   
   (i) fraudulently inducing Delphi to enter in the December
       2007, Equity Purchase & Commitment Agreement by having its
       president, David Tepper, represent that AMLP had committed
       a minimum of $1,100,000,000 of its own capital when in
       fact, AMLP intended to invest nothing if it did not like
       the economics of the deal at closing, even if Delphi
       complied with the conditions precedent to the defendants'
       commitments, and

  (ii) fraudulently concealing its plans efforts, before and
       after confirmation of the Joint Plan of Reorganization of
       Delphi, to avoid a closing and avoid consummation of the
       Plan.

The Official Committees join in Delphi in its opposition to the
Motions for Dismissal, asserting they too have been injured by
the Plan Investors' acts.

Representing Delphi, Edward A. Friedman, Esq., at Friedman Kaplan
Seiler & Adelman LLP, tells the Court that the Plan Investorshave
conspired to avoid their commitments to Delphi and ultimately
renounced any intention to perform, despite their contractual
commitments to provide the equity financing necessary for the
consummation of the Reorganization Plan, and despite their
repeated assurances to Delphi and to the Court that they would
honor their commitments.

Mr. Friedman says, the Plan Investors' misconduct resulted in
Delphi's remaining in bankruptcy, despite obtaining confirmation
of the Plan in January, and obtaining commitments for its
$6,100,000,000 debt financing in April.

"Now defendants argue that, even if they behaved exactly as
Delphi alleges, the Court is powerless to enforce the parties'
agreements," Mr. Friedman asserts.  The Defendants, he says, are
arguing that there is no remedy for their breach of contract if
they did not do it at will, but even if they did so willfully,
only limited monetary damages will be imposed on them, contrary
to what the parties agreed and contrary to what the law provides.  

The remedies available to redress Delphi's injury, Mr. Friedman
asserts, turn on disputed facts, which cannot be determined on
the face of the pleadings.  The defendants' arguments are based
on four major premises, which he discusses one by one:

  (i) The specific performance of a contract to provide money is
       always precluded as a matter of law.

       This rule does not exist, Mr. Friedman says.  As in most
       cases, the injured party can obtain substitute performance
       elsewhere, then  sue to recover any increased costs.  In  
       the case of Delphi, substitute performance is not
       available.  The plaintiff cannot obtain the money
       elsewhere on similar terms and the complex nature of the
       transaction makes damages difficult to measure, and this
       must be resolved on a full record, not on the pleadings.

       Delphi's inability to find another $2.55 billion equity
       package makes substitute performance impossible.  It also
       makes the calculation of Delphi's damages very difficult,
       Mr. Friedman relates.  The Court would have to weigh the
       accuracy and credibility of competing fact and expert
       witnesses trying to estimate the difference in value
       between the equity package promised by the defendants and
       what a hypothetical alternative investor might
       theoretically charge for a similar package.  The Court
       would also need to weigh the injury caused by all the
       other changes to the Plan a hypothetical substitute
       investment might require, Mr. Friedman adds.

(ii) Even if the Court could order specific performance, it may
       not do so because the parties' agreements forbid it.

       This contention raises a question of fact because even if
       the agreements could be read, under New York Law, any
       contractual limitation on the remedies available for
       breach is unenforceable, as a matter of public policy, if
       the breaching party is guilty of willful misconduct or has
       acted with reckless indifference to the damage it is
       inflicting, Mr. Friedman notes.

       He asserts the Defendants' commitments were an integral
       part of the plan to consummate one of the largest public
       company reorganizations in history.  The reorganized
       Delphi represents a a unique asset of incalculable value
       to its employees, its community, and its many other
       stakeholders.  The proposed transaction involves a unique
       and irreplaceable asset, Mr. Friedman avers.

(iii) Section 12(d) of the EPCA permitted termination of the
       contract without cause as of April 5, 2008, if the
       transaction had not closed by April 4.
      
       It did not close by that date, so the defendants argue
       that they had an unequivocal right to walk away, making
       specific performance impossible whatever the merits if
       Delphi's claims, Mr. Friedman adds.  It is settled law,
       however, that a party cannot take advantage of its own
       wrongdoing in that fashion.  If, as Delphi alleges, the
       sole reason the transaction did not close on April 4 is
       that the Defendants improperly terminated the contract on
       that date, they cannot claim the benefit of a provision
       that would have had no application but for their own
       misconduct, Mr. Friedman contends.

       Even if the EPCA and the Commitment Letter Agreements
       could be read to preclude specific performance, that
       preclusion would be unenforceable as a matter of public
       policy.  It is well-established under New York law that,
       where a defendant has breached a contract in bad faith or
       through willful misconduct, a limitation--liability
       provision will not be enforced and will not preclude any
       legal or equitable remedy otherwise appropriate. Public
       policy precludes enforcement of a contractual limitation
       on liability or remedy where the defendant has acted in
       bad faith, Mr. Friedman explains.

(iv) The Defendants argue that the Court need not reach the
       question of remedy because they did not breach their
       agreements at all.  They contended that Delphi failed go
       satisfy various conditions precedent, excusing
       their performance.

       Mr. Friedman laments the Defendants are free to try to
       make the case, which is without merit in any event, but
       not on the pleadings.  It is beyond question that Delphi
       pleaded "generally that all conditions precedent had
       occurred or been performed,' and nothing more is required,
       Mr. Friedman tells the Court.

       A defendant that fails to plead non-compliance with a
       particular condition waives its right to invoke that
       condition in its defense.  At this point, the Defendants
       have not yet pleaded, so any alleged failure of a
       condition is not yet an issue.  The Defendants' suggestion
       that the complaint should be dismissed because Delphi did
       not anticipate which conditions the defendants might argue
       were unsatisfied, and address those defenses preemptively,
       is without merit, Mr. Friedman maintains .

In deciding a motion to dismiss, a court will accept the
complaint as true and draw all reasonable inference in the
plaintiff's favor.  A defendant cannot obtain dismissal of an
adequately pleaded complaint with the argument "that the
plaintiff will not fail to find evidentiary support for his
allegations, because the issue is not whether the plaintiff
ultimately will prevail but whether the plaintiff is entitled to
offer evidence to support its claims, Mr. Friedman states.

Delphi asks the court to deny the Motions to Dismiss, asserting
that hearing the case will lead to the discovery and trial for of
Delphi's claims and the determination of the appropriate remedy.

          Parties Stipulate on Confidential Information

Delphi, the Committees, and the Plan Investors anticipate that
the documents provided in the adversary proceedings may involve
information that are sensitive and confidential in nature.
Accordingly, they agree to these terms:

   * Discovery Material that contains information that is (i) not
     generally available to the public and (ii) sensitive
     commercial, financial, or business information, sensitive
     personal information, trade secrets, or other confidential
     research, development, or commercial information the public
     disclosure of which may adversely affect the producing party
     may be designated as "Confidential."

   * Discovery Material that poses a reasonable risk of  
     competitive or other harm to the Producing Party or non-
     party, maybe classified as "Highly Confidential."   

   * Confidential Discovery Material will only be available to
     the Court, the Court employees directly involved in the
     proceeding, counsel to the Parties in the Chapter 11 cases,
     and third-party contractors working on the data in
     connection with the action, and any joining party required
     to provide assistance in the conduct of these cases.

   * "Highly Confidential" Discovery Materials will be available
     only to the Court, the Court employees directly involved in
     the proceedings, counsel to the parties in these cases and
     their staff, and third party contractors engaged in working
     on the data in connection with the action.  Consultants,
     advisors, investigators, or experts employed by counsel in
     connection with the Chapter 11 cases may be authorized
     access to "Highly Confidential' Discovery Materials when
     necessary, provided they sign a confidentiality agreement.

   * A party who desires to provide "Highly Confidential'
     materials to persons not authorized in the Stipulation will
     have to make an appropriate application to the Court.

   * The unintentional disclosure by a producing party of  
     unmarked Confidential Discovery Materials will not be deemed
     as a waiver of the party's claim of confidentiality, and the
     unintentional production of any privileged material by the
     producing Party or a third party will not be deemed to be a
     waiver or impairment of any claim of privilege.

   * To the extent that Confidential Discovery Material is
     proposed to be filed or is filed with the Court, that
     Confidential Discovery Material, any portion of a pleading,
     motion or memorandum that discloses the Confidential
     Discovery Material will be filed under seal, together with a
     motion to seal the documents.

                            About GM

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.

                          About Delphi

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

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

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

(Delphi Bankruptcy News, Issue No. 136; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


DELPHI CORP: Retains W.Y. Campbell to Coordinate Brake Biz Sale
---------------------------------------------------------------
Delphi Corp. disclosed the retention of W.Y. Campbell & Company to
explore sale opportunities for Delphi's Brake business.

Delphi's Brake business has estimated 2008 revenue of $295 million
and provides fully integrated brake system solutions to customers
as well as engineered components tailored to customer
requirements.

Delphi's Brake business has more than 1,000 employees globally
throughout three manufacturing and assembly facilities located in
Juarez, Mexico and Shanghai, China.  The business also has
technical centers in Shanghai, China; Brighton, Michigan; and
Dayton, Ohio.

Parties interested in Delphi's Brake business may contact:

     Cliff Roesler
     Managing Director
     W.Y. Campbell & Company
     Tel: (313) 496-9000
     E-mail: croesler@wycampbell.com

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

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

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

(Delphi Bankruptcy News, Issue No. 136; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


DELPHI CORP: Wants to Modify 19.1% Stake in Ener1 Venture
---------------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to allow Debtor Delphi
Automotive Systems LLC to enter into a Restructuring and Exchange
Agreement with Ener1, Inc., for the restructuring and exchange of
DAS LLC's ownership interests in EnerDel, Inc., pursuant to
Section 363 of the Bankruptcy Code and Rules 2004 and 6004(a) of
the Federal Rules of Bankruptcy Procedure.

In 2004, DAS LLC and Ener1 Inc. formed a joint venture, EnerDel,
to design and manufacture lithium-ion battery technologies and
products.  The goal of the joint venture was to create an
alternative energy source and sell and distribute its products
globally.  EnerDel primarily focuses its lithium-ion batteries
business in the automotive, power tool, military, consumer
appliance, and personal mobility markets.  Ener1 contributed
capital and intellectual property to the joint venture, and in
exchange was granted 80.5% of EnerDel's common stock.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, tells the Court that DAS LLC
contributed proportionally a smaller amount of capital and
intellectual property to the joint venture and in exchange was
granted 19.5% of EnerDel's common stock.  DAS LLC was also
granted one of six seats on the EnerDel board of directors, 8,000
shares of EnerDel preferred stock and warrants to acquire 750,000
shares of Ener1 common stock with a strike price of $7 per share,
to expire on Oct. 20, 2011.

The low-cost, high-performance lithium-ion batteries that EnerDel  
develops are designed for plug-in hybrid and extended-range
electric vehicles.  This niche is becoming increasingly
competitive, Mr. Butler avers.  Nevertheless, EnerDel believes it
has a feasible business plan for the development of the lithium-
ion batteries, and the global market for alternate fuel sources
is in the billions of dollars.

Mr. Butler tells the Hon. Robert Drain that the Restructuring and
Exchange Agreement which is aimed at restructuring the ownership
interests of DAS LLC in EnerDel to a more liquid asset, provides,
among others, that:

   (a) DAS LLC would transfer 19.5% Common Stock interest and its
       preferred Stock in EnerDel to its joint partner, Ener1, in
       exchange for (i) 2,086,000 shares of the Ener1 common
       stock valued at approximately $19,500,000, (ii) $8,000,000
       cash, and (iii) revised warrants to acquire Ener1 common
       stock at an exercise price of $5.25 per share;

   (b) the non-compete provision in the Formation Agreement,
       which limits the options of DAS LLC and Ener1 to engage in
       operations to compete with EnerDel will remain in effect
       until October 20, 2010;

   (c) EnerDel would continue to license intellectual property to
       DAS LLC for the use of, manufacture, and sale of products
       other than lithium batteries;

   (d) the Restructuring and Exchange Agreement could be
       terminated prior to the closing upon (1) mutual agreement
       by the parties, (2) termination by either party, provided
       that the terminating party is not in material breach of
       its obligations under the Restructuring and Exchange
       Agreement, if the closing does not occur on or five
       business days following the date an order approving the
       motion is no longer subject to a stay or injunction, (3)
       termination by either party if the other party materially
       breached its representations and warranties and the breach
       is not cured within 10 business days of written notice of
       the breaches, and (4) termination by either party, if the
       Court has not entered an order approving the motion on or
       before Sept. 2, 2008.

The Agreement is a product of both parties' good-faith and arm's-
length bargaining positions, Mr. Butler tells the Court.  The
transactions and instruments contemplated by the Agreement, he
says, satisfies the requirements of Section 363 of the Bankruptcy
Code.

The Court will convene a hearing on July 31, 2008, at 10:00 a.m.,
to consider approval of the Debtors' request.  Objections are due
July 24, 2008 at 4:00 p.m.

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

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

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

(Delphi Bankruptcy News, Issue No. 136; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


E*TRADE FINANCIAL: Sells Canadian Unit to Scotiabank for $442MM
---------------------------------------------------------------
E*Trade Financial Corp. agreed to sell its Canadian operations to
Bank of Nova Scotia for $442 million and said the sale and return
of related capital would generate about $511 million for the  
online brokerage, The Wall Street Journal related.

In a press statement, Scotiabank or Bank of Nova Scotia said it
will purchase E*TRADE Canada from U.S.-based parent E*TRADE
Financial.  The definitive agreement is subject to regulatory
approvals.

The Journal indicated that E*Trade's shares fell 26 cents, or
9.6%, to $2.46 as of 4 p.m. in Nasdaq Stock Market composite
trading, the stock was up in after-hours trading to $2.54.

Scotiabank said in a statement that the completion of the
transaction will double Scotiabank's footprint in the Canadian
online investing market.
    
"Scotiabank's agreement to purchase E*TRADE Canada demonstrates
our commitment to pursuing opportunities to grow our wealth
management business and drive revenue growth," Rick Waugh,
president and CEO, Scotiabank, said.  "This is an excellent growth
opportunity that will build on Scotiabank's strong position as a
leading online investing solution."
    
"This statement is consistent with our overall strategic focus on
growing our wealth management business in Canada and around the
world," he added.
    
E*TRADE Canada is an online brokerage with approximately
$4.7 billion in assets under administration and 190 employees.
E*TRADE Canada offers a variety of products and services to retail
and institutional investors buying and selling securities via
electronic trading platforms.
    
"Through this acquisition, Scotiabank has demonstrated its
commitment to growing its online investing business," Duncan
Hannay, president, E*TRADE Canada, said.  

"The E*TRADE Canada team will help Scotiabank achieve its goals by
continuing to deliver exceptional value to the self-directed
investor," Mr. Hannay said.  "This acquisition marks a new chapter
for our business and the industry, and represents an exciting
growth opportunity for all.  We anticipate a smooth transition for
our customers."
    
The statement builds on Scotiabank's 2007 completion of the
acquisition of TradeFreedom Securities Inc., a Canadian online
brokerage boutique.
    
"Online brokerage is playing an increasingly significant role in
wealth management as more Canadians are using online investment
solutions, and many are becoming more active traders," Chris
Hodgson, executive vice-president, head of domestic personal
banking, Scotiabank, said.  "The addition of E*TRADE Canada's
products and services to those offered by Scotiabank will
provide greater online investing solutions for all customers, a
comprehensive range of highly competitive direct investing choices
for Canadians and continued excellent customer service.
    
"In addition to retail services, E*TRADE Canada's institutional
business is included in the transaction," Mr. Hodgson said.
"E*TRADE Canada will continue to provide full support for all of
their institutional technology product offerings."
    
"For the immediate term as we seek regulatory approvals, it will
continue to be business as usual," Barbara Mason, Executive vice-
president, wealth management, Scotiabank, added.  

"E*TRADE Canada clients can be assured that they will continue to
receive the benefits that they currently enjoy, and employees will
continue to have a great place to work," Ms. Mason added.  "We are
committed to bringing together the best of E*Trade Canada and
Scotiabank to provide a seamless transition to a highly
competitive online investing solution for all Canadians."
    
For this acquisition, Scotia Capital is acting as exclusive
financial advisor to Scotiabank.

                          About Scotiabank

Scotiabank (Toronto: BNS) and NYSE: BNS) --
http://www.scotiabank.com/-- is a financial institutions and an  
international bank. With more than 60,000 employees, Scotiabank
Group and its affiliates serve approximately 12.5 million
customers in some 50 countries around the world.  Scotiabank
offers a diverse range of products and services including
personal, commercial, corporate and investment banking.  
Scotiabank has $453 billion in assets, as at April 30, 2008

                     About E*TRADE Financial

Based in New York City, E*Trade Financial Corporation (NasdaqGS:
ETFC) -- http://us.etrade.com/-- provides financial services
including trading, investing, banking and lending for retail and
institutional customers.  Securities products and services are
offered by E*Trade Securities LLC.  Bank and lending products and
services are offered by E*Trade Bank, a Federal savings bank, or
its subsidiaries.

                          *     *     *

Moody's Investors Service placed E*Trade Financial Corporation's
subordinated debt rating at 'B1' in November 2007.  The outlook
for the long-term rating is negative.


EVERGREEN INT'L: S&P Cuts Rating to B- on Weak Operating Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Evergreen International Aviation Inc. to 'B-' from 'B'.  
At the same time, S&P lowered the rating on the company's first-
lien credit facility to 'B+' from 'BB-' and lowered the rating on
the second-lien credit facility to 'CCC+' from 'B-'.  All ratings
were removed from CreditWatch, where they were placed with
negative implications on March 31, 2008.  The outlook is stable.
     
The downgrades reflect the company's weaker-than-expected near-
term operating outlook and S&P's expectation that its liquidity
will remain constrained despite the recent amendment of its credit
facility.
      
"Although our concerns over covenant compliance have been reduced
somewhat, we believe the company's near-term operating outlook and
liquidity position no longer support our previous rating," said
Standard & Poor's credit analyst Lisa Jenkins.  "Although we
expect operating performance to improve over the next few years
from the depressed level of fiscal 2008 [year ended Feb. 28], a
material improvement in liquidity is unlikely over the near term
and we expect the room under the financial covenants to remain
limited."  Privately held Evergreen does not disclose financial
results to the public.
     
Ratings on McMinnville, Oregon-based Evergreen reflect the
company's participation in a cyclical, competitive, and capital-
intensive industry and its highly leveraged capital structure.
Offsetting these risks somewhat is the company's established
position in certain narrow market segments and its long-standing
relationship with many key customers.  Evergreen derives the
majority of its revenues and operating profits from Evergreen
International Airlines, its heavy airfreight transportation
subsidiary.  The company also provides ground logistics services,
aircraft maintenance and repair services, helicopter and small
aircraft services, and aviation sales and leasing.
     
Over the past year, the company has been experiencing significant
profit pressures in its airfreight business.  In large part, this
reflects the impact of delays with Boeing's new 787 aircraft.
(Evergreen has an agreement with Boeing to provide transportation-
related services for the new aircraft.) Boeing-related delays are
likely to continue to depress operating results in the near term,
although S&P expect revenues and earnings to increase over time
as delivery schedules build.  Military demand, which is a
significant contributor to Evergreen's revenues and earnings, also
declined in fiscal 2008, because of operational issues at
Evergreen that have since been addressed and the temporary
displacement of destination airport capacity by other cargo.
Military demand should recover over the near to intermediate term,
although it remains subject to temporary disruptions like those
experienced in fiscal 2008.
     
With the recent easing of covenant requirements and the likelihood
of improved operating performance over the near to intermediate
term, S&P expect Evergreen to have adequate, albeit limited,
liquidity.  S&P would likely revise the outlook to negative if the
expected improvement in operating performance fails to occur,
raising liquidity and covenant compliance concerns again.  Given
the company's constrained liquidity position and the operating
challenges it faces, an outlook revision to positive is unlikely
over the next year.


EXPRESS ENERGY: S&P's 'B' Rating Unmoved by $22.5MM New Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
oilfield service provider Express Energy Services Operating LP
(B/Stable/--) would not be affected by the announcement that its
new senior revolving credit facility will close at $22.5 million
from a previously contemplated $35 million.  Issue and recovery
ratings for Express Energy's senior secured credit facilities
remain unchanged at 'B+' and '2', respectively.  These ratings
indicate S&P's expectation for substantial (70% to 90%) recovery
in the event of a payment default.  The company can increase the
facility up to $50 million.


FAREPORT CAPITAL: Provides Update on Financial Statement Reporting
------------------------------------------------------------------
Fareport Capital Inc., in compliance with the National Instrument
51-102 Continuous Disclosure Obligations, confirms that:

   -- The company remains unable to file its April 30, 2007,
      interim financial statements; July 31, 2007 annual financial
      statements; Oct. 31, 2007, interim financial statements; and
      Jan. 31, 2008, interim financial statements.  Further, the
      company was not able to file its April 30, 2008, interim
      financial statements on time due to continued problems with
      its internal accounting and records management.

   -- The company intends to satisfy the alternative information
      guidelines recommended by Ontario Securities Commission
      Policy 57-603, including the filing of Default Status
      Reports on a bi-weekly basis, disclosing the details
      required by Appendix B of Staff Notice 57-301 for so long as
      the company remains in default of its NI 51-102 financial
      reporting obligations.  The company understands that it has
      been subject to the MCTO for a period longer than two months
      after the filing deadline of its April 30, 2007, interim
      financial statements and that the OSC may impose an issuer
      cease trade order on the company at any time.

   -- The new management of the company, since taking control of
      the company pursuant to the corporate reorganization
      transaction disclosed on Aug. 24, 2007, has undertaken an
      ongoing examination and restructuring of the company's
      infrastructure and operations.  The completion of the
      reorganization transaction was disclosed on Oct. 1, 2007.
      Certain common shares issued by the company in connection
      with the transaction remain in escrow pending the
      termination of the MCTO.  

The management reports these preliminary conclusions from its
ongoing examination since that time based on information in its
possession:

   -- Management has determined that the company's internal
      accounting and reporting systems prior to September 2007
      were deficient in their structure, organization, controls
      and accuracy.  As a result, management has taken steps to
      implement an accurate and timely accounting and financial
      reporting system.

   -- Due to a lack of accounting information available, including
      the company's records and accounts, management has been
      unable to either confirm or deny the accuracy of the
      company's 2006 closing financial statement balances or the
      corresponding 2007 opening financial statement balances, and
      will continue to provide updates regarding its review,
      analysis and any final determinations regarding the
      financial information as part of its ongoing examinations.

   -- The inability of the company to confirm to date its 2007
      opening financial statement balances has, as of the date
      hereof, restricted the ability of its auditors to provide an
      unqualified opinion for the 2007 annual financial
      statements.  The company is therefore unable to provide an
      expected date for the filing of its July 31, 2007, annual
      financial statements; its April 30, 2007, interim financial
      statements; its Oct. 31, 2007, interim financial statements;
      its Jan. 31, 2008, interim financial statements, and its
      April 30, 2008, interim financial statements.  Management
      will continue to work with its auditors to issue its annual
      and interim financial statements.

In addition to the preliminary conclusions of management's ongoing
examination, management also reports that prior management was
delinquent with its GST reporting and payments on behalf of the
company for the 2005, 2006, and 2007, fiscal years ended July 31,
which periods were prior to the completion of the corporate
reorganization transaction.

On Feb. 5, 2008, the company received a notice of reassessment
regarding the GST amounts payable by the company in its 2004 and
2005 fiscal years.  The Canada Revenue Agency claimed the company
owed an additional $456,000 of unpaid taxes.

On May 5, 2008, the company filed an objection to these
assessments.  Pending resolution of its objection the company has
worked out a payment schedule with the CRA.  As well, the company
was required to file and pay GST returns for the calendar years
2006 and 2007 which GST returns had previously not been paid.  The
company's GST returns are now up to date and current.

In March 2008, the CRA commenced a review of the company's
employee tax remittances for the 2006 and 2007 fiscal years.  Upon
the completion of that review, the company was reassessed for the
improper reporting of payroll taxes in 2006.  The company
negotiated a payment plan with the CRA regarding this matter.  The
payment of the company's pay roll taxes is now current and up to
date.

Also in March 2008, management learned that prior management
failed to file the company's annual corporate income tax returns
for the fiscal years from 2004 to 2006.  The company is working
with the CRA in an attempt to rectify the company's income tax
reporting requirements and will continue to provide updates of the
progress of such efforts as they occur.

The management will continue to work to improve the company's
operations and its business in an effort to bring financial
stability to its operations and accountability to its financial
reporting systems.  The company is also continuing to seek the
appointment of an additional independent and qualified director to
the company's board of directors in order to satisfy the
requirement in section 2.1 of Policy 3.1 of the TSX Venture
Exchange Corporate Finance Manual.

                    About Fareport Capital Inc

Headquartered in Ontario, Canada, Fareport Capital Inc. (TSX
VENTURE:FPC) -- http://www.fareport.com/-- is engaged in the  
operation of taxicab brokerages, leasing taxicab licenses and
taxicabs, and also provides other forms of personal charter
transportation services within the Ontario region.  The company
operates the Crown Taxi and Olympic Taxi brokerages and Crown
Transportation and Trax Shuttle Service.  Fareport also provides
or facilitates lender financing to taxicab operators for the
purchase of taxi vehicles and insurance services.


FONAR CORP: Subject to Nasdaq Delisting on Failure to Hold AGM
--------------------------------------------------------------
FONAR Corporation received a letter from The NASDAQ Stock Market
LLC indicating that the company is not in compliance with
Marketplace Rules 4350(e) and 4350(g) due to the fact that it has
not yet solicited proxies and held its annual meeting for the
fiscal year ended June 30, 2007.

As a result, the notice indicated that the company's securities
would be subject to delisting from The NASDAQ Capital Market
unless the company requested a hearing before a NASDAQ Listing
Qualifications Panel.

The company intends to request a hearing at which it will request
continued listing based upon its plan to solicit proxies and hold
the annual meeting.

However, there can be no assurance the Panel will grant the
company's request for continued listing.

                      About Fonar Corporation
   
Based in Melville, New York, Fonar Corporation (NASDAQ:FONR) --
http://www.fonar.com/-- is engaged in the business of designing,  
manufacturing, selling and servicing magnetic resonance imaging
(MRI), scanners which utilize MRI technology for the detection and
diagnosis of human disease.  Fonar is the originator of the iron-
core, non-superconductive and permanent magnet technology.


GE COMMERCIAL: S&P Junks Ratings on Three Certificate Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage pass-through certificates from GE
Commercial Mortgage Corp.'s series 2005-C2.  Concurrently, S&P
affirmed its ratings on the remaining classes from this
transaction.
     
The downgrades reflect the credit deterioration of the pool.  
Seven loans reported debt service coverage below 1.0x, and three
loans are with the special servicer.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the June 12, 2008, remittance report, the collateral pool
consisted of 140 loans with an aggregate balance of $1.786
billion, down from 142 loans with a balance of $1.877 billion at
issuance.  The master servicer, GEMSA Loan Services L.P., reported
financial information for 95% of the pool.  Eighty-one percent of
the servicer-provided information was full-year 2007 data, and 8%
was interim-2007 data.  Excluding the loans with the special
servicer, there are seven loans in the pool, totaling
$70.1 million (3.9%), that have reported DSCs lower than 1.0x.  
The loans are secured primarily by a variety of retail and
multifamily properties, with an average balance of $7.7 million
and an average decline in DSC of 69.0% since issuance.  Excluding
defeased loans totaling $299.5 million (16.8%), Standard & Poor's
calculated a weighted average debt service coverage of 1.58x for
the pool, down from 1.61x at issuance.  All of the loans in the
pool are current with the exception of two loans totaling
$17.4 million (0.98%) that are 90-plus-days and 30-plus-days
delinquent.  There are currently three loans totaling
$48.8 million (2.7%) with the special servicer, LNR Partners Inc.,
including the aforementioned delinquent loans.  The trust has
experienced no losses to date.
     
Details of the three loans with the special servicer are:

  -- Jefferson Commons ($31.4 million; 1.75%) is the largest
     loan in the pool and is currently within its grace period.  
     The loan is secured by a 288-unit, 792-bed, gated student
     housing property that opened in the fall of 2004 in
     Sacramento, California.  The property is located less than a
     mile from CSU-Sacramento.  The loan was transferred to LNR in
     June 2008 due to imminent default.  Occupancy was down to
     71.1% as of March 2008 from 91.1% at issuance.  The most
     recent inspection report characterized the property as
     "good." Year-end DSC 2007 was 0.68x.  

  -- The Melrose loan ($14.1 million; 0.79%) is 90-plus-days
     delinquent.  It is secured by a 271-unit student housing
     property built in 1997 in Urbana, Illinois, 140 miles south
     of Chicago.  The loan was transferred to the special servicer
     for imminent default.  LNR has filed foreclosure proceedings.  
     The DSC as of year-end 2007 was 0.80x.  Based on the draft
     appraisal, Standard & Poor's expects a minimal loss upon the
     resolution of the asset.

  -- The Augusta Ranch Storage loan ($3.2 million; 0.18%) is 30
     days delinquent.  The loan is secured by a self-storage
     facility in Phoenix, Arizona.  All overdue principal and
     interest has been paid, and the loan was reinstated as of
     Feb. 21, 2008, and will be returned to the master servicer.  

The top 10 loan exposures secured by real estate have an aggregate
outstanding balance of $508.6 million (28.4%), and the weighted
average DSC was 1.75x for year-end 2007, up from 1.70x at
issuance.  Despite the overall rise in DSC, DSC has declined 20%
or more for three of the top 10 loans.  These include the largest
and the 10th-largest loans, which are on the watchlist, and the
eighth-largest loan, which is in special servicing, all of which
were discussed above.  Standard & Poor's reviewed property
inspections provided by GEMSA for all of the assets underlying the
top 10 exposures, and all were characterized as "good" except for
two that were characterized as "excellent."
     
GEMSA reported a watchlist of 21 loans with an aggregate
outstanding balance of $310.4 million (17.3%).  The largest loan
on the watchlist (and the largest loan in the pool) is the
Fountain Place Office loan ($105.9 million; 5.9%).  The loan is
secured by a 1,198,431-sq.-ft., 58-story, class A office building
in the central business district of Dallas, Texas.  The master
servicer placed this loan on the watchlist due to declining
occupancy and DSC.  The decline in occupancy to 64.4% at year-end
2007 from 94.3% at issuance resulted directly from the November
2007 departure of what was then the largest tenant, Hunt
Consolidated, which occupied 328,000 sq. ft. (27.3%) of the net
rentable area.  As of Dec. 31, 2007, the DSC was 1.48x.  The most
recent property inspection characterized the property as "good."
     
The 10th-largest loan in the pool, The Lodge at Kingwood
($24.0 million, 1.34%), appears on the watchlist due to a low DSC
at year-end 2007 due to increased vacancies, rent concessions, and
increased operating expenses.  As of March 30, 2008, the DSC and
occupancy had improved to 1.06x and 91.7%, respectively, from
0.98x and 90.0% at year-end 2007.  The most recent property
inspection characterized the property as "good."
     
At issuance, four loans had credit characteristics consistent with
those of investment-grade obligations.  These included the largest
loan, the GM Building (9.2%), which was defeased.  Two of the
remaining loans retain credit characteristics of an investment-
grade obligation, while the third, Sterling University Trails, no
longer does. Details of these loans are:

  -- The Campus Club Apartments loan has a trust balance of $18.8
     million (1.05%). The interest-only loan is secured by a 276-
     unit, 984-bed student housing complex in Statesboro, Georgia,
     built in 2002.  The complex houses students from nearby
     Georgia Southern University.  DSC was 2.58x for the year
     ended Dec. 31, 2007, and Standard & Poor's adjusted value for
     this loan is comparable to its level at issuance.
     
  -- The Hilton Realty Multifamily Portfolio has a trust balance
     of $15.6 million (0.87%).  The 10-year fixed-rate loan
     amortizes on a 30-year schedule and is secured by three
     multifamily properties totaling 504 units, all located in
     central New Jersey.  DSC was 0.84x for the year ended
     Dec. 31, 2007, and Standard & Poor's adjusted value for this
     loan is comparable to its level at issuance.

  -- Sterling University Trail Apartments has a trust balance of
     $15.7 million (0.88%).  The interest-only loan is secured by
     a 24-unit student housing complex in Lubbock, Texas, built in
     2002.  The property houses students from nearby Texas Tech
     University.  For the year ended Dec. 31, 2007, the reported
     DSC was 2.21x, down from 3.08x at issuance.  Operating
     expenses have increased 40.0% since issuance, and Standard &
     Poor's adjusted net cash flow for this loan is down 31.3%
     compared to its level at issuance.

Standard & Poor's stressed the loans on the watchlist, along with
other loans with credit issues, as part of its pool analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.   

                          Ratings Lowered  

                   GE Commercial Mortgage Corp.
    Commercial mortgage pass-through certificates series 2005-C2

                        Rating
                        ------
           Class     To        From  Credit enhancement
           -----     --        ----  ------------------
           J         BB+       BBB-        3.52%
           K         BB-       BB+         3.00%
           L         B+        BB          2.61%
           M         B-        BB-         2.09%
           N         CCC+      B+          1.96%
           O         CCC       B           1.57%
           P         CCC-      B-          1.30%

                         Ratings Affirmed
   
                   GE Commercial Mortgage Corp.
    Commercial mortgage pass-through certificates series 2005-C2
   
                Class     Rating  Credit enhancement
                -----     ------  ------------------
                A-2       AAA           20.87%
                A-3       AAA           20.87%
                A-AB      AAA           20.87%
                A-4       AAA           20.87%
                A-1A      AAA           20.87%
                A-J       AAA           12.52%
                B         AA+           11.74%
                C         AA            10.05%
                D         AA-            9.13%
                E         A              7.70%
                F         A-             6.78%
                G         BBB+           5.61%
                H         BBB            4.70%
                X-P       AAA             N/A
                X-C       AAA             N/A
     

                       N/A -- Not applicable.


GENERAL MOTORS: CEO to Detail Further Cost Cutting Measures Today
-----------------------------------------------------------------
General Motors Corp. is likely to announce further production and
workforce streamlining today, with a potential inclusion of white-
collar jobs due to a decline in sales, The Wall Street Journal's
John D. Stoll report, citing unnamed sources.

According to WSJ, GM said that Chairman and Chief Executive Rick
Wagoner is set to detail to employees and reporters in a Web
broadcast the cost-cutting measures, which are in regards to the
company's plan to cut its dependence on trucks and sport-utility
vehicles.  WSJ's source suggested that there will be further plant
closures.

As disclosed in the Troubled Company Reporter on July 2, 2008, GM
June sales results are highlighted by an 8% rise in retail car
sales and continued strong performance in crossovers.  Despite the
significant decline of industry market volume and the limited
availability of some of GM's most popular models, GM dealers in
the United States delivered 265,937 vehicles in June, down 8%
(18.5% unadjusted).  Truck sales declined 6%.

The TCR related, on June 26, 2008, that GM has been planning to
cut production of its trucks as a result of the slump in pickup
trucks and SUVs sales, decreasing production of pickup trucks and
SUVs by 170,000 units but increase output of cars, crossovers and
vans by 47,000 units during the second half of the year.  In May,
GM's U.S. sales of trucks and SUVs were 37% below those of May
2007, the biggest decline in the segment among the major auto
makers.

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.


GENERAL MOTORS: Wants to Participate in Delphi-Appaloosa Lawsuit
----------------------------------------------------------------
General Motors Corp. seeks authority from the U.S. Bankruptcy
Court for the Southern District of New York to participate in the
adversary proceedings filed by Delphi Corp. against Appaloosa,
Management, L.P., et al.  GM wants to participate in the
proceedings as a "party-in-interest."

As previously reported, Delphi's ties with Appaloosa, et al.,
soured after Delphi sought funding of the $2,825,000,000 of its
$6,100,000,000 exit debt financing facility from General Motors,
its primary customer.  The lenders, including GM, were ready to
close April 4, but the financing agreements have been terminated
after Appaloosa, et al., pulled out from their commitment to
provide $2,550,000,000 of equity financing to Delphi.

Michael P. Kessler, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that GM wants to:

   (i) appear before the Court on any matter arising in the
       adversary proceedings, including hearings and chambers
       conferences;

  (ii) participate in settlement discussions, mediation sessions
       and arbitrations regarding the Adversary Proceeding; and

(iii) participate in the discovery process, including through
       the review of documents produced and attendance at
       depositions.

Mr. Kessler asserts GM only seeks limited participation rights
sufficient to fully monitor the progress and status of the
adversary proceedings and to permit involvement in activities
likely to affect or overlap with the negotiation of a modified
new plan.  GM clarifies it does not intend to intervene at this
time as a plaintiff in the adversary proceedings, and it does not
intend to file pleadings, argue before the court, or examine
witnesses at depositions, hearings, or trial.

Delphi and the statutory committees appointed in the Chapter 11
cases -- the Official Committee of Unsecured Creditors and the
Official Committee of Equity Security Holders have reached an
agreement with regarding the terms of their intervention in the
adversary proceedings, and they will have significantly more
information into the potential value of the litigation if GM is
not permitted to monitor the Adversary Proceeding, Mr. Kessler
points out.  GM cannot meaningfully negotiate over the value and
disposition of any proceeds of this litigation if it is not
afforded the opportunity to participate, including by attending
depositions and reviewing documents produced by the Plan
Investors.  Such an advantage to the other major constituents
would be unfair to GM given its role as one of the major
constituents in the case, Mr. Kessler adds.

Mr. Kessler notes that the participation rights now sought by GM
are the same as those GM has enjoyed in other major contested
matters in the Chapter 11 cases.  The relief now sought, then, is
not only justified by GM's unique role in Delphi's
reorganization, but is consistent with past practice in these
cases, Mr. Kessler contends.

               GM Involved in New Plan Talks with
                  Delphi and Creditors Committee

GM says that it is a major constituent of a new plan under
negotiation together with Delphi and the Official Committee of
Unsecured Creditors.  GM has been asked to provide major support
through financial contributions, subsidies and loans, Mr. Kessler
discloses.

GM adds its interest in participating in the adversary
proceedings is in the litigation's representation of a
significant asset of the Debtors' estates.  The terms and
conditions of a modified or new plan will depend, in part, on the
value ascribed to the litigation and the disposition of any
recoveries from the litigation, Mr. Kessler avers.

                     Delphi Opposes Dismissal

In light of the Plan Investors' request for dismissal of the
adversary proceedings, Delphi is defiant, saying that the
defendants engaged in serious misconducts that have caused
devastating harm to the company and its many stakeholders, and
pleaded two theories of fraud against Appaloosa Management, L.P.,
for:
   
   (i) fraudulently inducing Delphi to enter in the December
       2007, Equity Purchase & Commitment Agreement by having its
       president, David Tepper, represent that AMLP had committed
       a minimum of $1,100,000,000 of its own capital when in
       fact, AMLP intended to invest nothing if it did not like
       the economics of the deal at closing, even if Delphi
       complied with the conditions precedent to the defendants'
       commitments, and

  (ii) fraudulently concealing its plans efforts, before and
       after confirmation of the Joint Plan of Reorganization of
       Delphi, to avoid a closing and avoid consummation of the
       Plan.

The Official Committees join in Delphi in its opposition to the
Motions for Dismissal, asserting they too have been injured by
the Plan Investors' acts.

Representing Delphi, Edward A. Friedman, Esq., at Friedman Kaplan
Seiler & Adelman LLP, tells the Court that the Plan Investorshave
conspired to avoid their commitments to Delphi and ultimately
renounced any intention to perform, despite their contractual
commitments to provide the equity financing necessary for the
consummation of the Reorganization Plan, and despite their
repeated assurances to Delphi and to the Court that they would
honor their commitments.

Mr. Friedman says, the Plan Investors' misconduct resulted in
Delphi's remaining in bankruptcy, despite obtaining confirmation
of the Plan in January, and obtaining commitments for its
$6,100,000,000 debt financing in April.

"Now defendants argue that, even if they behaved exactly as
Delphi alleges, the Court is powerless to enforce the parties'
agreements," Mr. Friedman asserts.  The Defendants, he says, are
arguing that there is no remedy for their breach of contract if
they did not do it at will, but even if they did so willfully,
only limited monetary damages will be imposed on them, contrary
to what the parties agreed and contrary to what the law provides.  

The remedies available to redress Delphi's injury, Mr. Friedman
asserts, turn on disputed facts, which cannot be determined on
the face of the pleadings.  The defendants' arguments are based
on four major premises, which he discusses one by one:

  (i) The specific performance of a contract to provide money is
       always precluded as a matter of law.

       This rule does not exist, Mr. Friedman says.  As in most
       cases, the injured party can obtain substitute performance
       elsewhere, then  sue to recover any increased costs.  In  
       the case of Delphi, substitute performance is not
       available.  The plaintiff cannot obtain the money
       elsewhere on similar terms and the complex nature of the
       transaction makes damages difficult to measure, and this
       must be resolved on a full record, not on the pleadings.

       Delphi's inability to find another $2.55 billion equity
       package makes substitute performance impossible.  It also
       makes the calculation of Delphi's damages very difficult,
       Mr. Friedman relates.  The Court would have to weigh the
       accuracy and credibility of competing fact and expert
       witnesses trying to estimate the difference in value
       between the equity package promised by the defendants and
       what a hypothetical alternative investor might
       theoretically charge for a similar package.  The Court
       would also need to weigh the injury caused by all the
       other changes to the Plan a hypothetical substitute
       investment might require, Mr. Friedman adds.

(ii) Even if the Court could order specific performance, it may
       not do so because the parties' agreements forbid it.

       This contention raises a question of fact because even if
       the agreements could be read, under New York Law, any
       contractual limitation on the remedies available for
       breach is unenforceable, as a matter of public policy, if
       the breaching party is guilty of willful misconduct or has
       acted with reckless indifference to the damage it is
       inflicting, Mr. Friedman notes.

       He asserts the Defendants' commitments were an integral
       part of the plan to consummate one of the largest public
       company reorganizations in history.  The reorganized
       Delphi represents a a unique asset of incalculable value
       to its employees, its community, and its many other
       stakeholders.  The proposed transaction involves a unique
       and irreplaceable asset, Mr. Friedman avers.

(iii) Section 12(d) of the EPCA permitted termination of the
       contract without cause as of April 5, 2008, if the
       transaction had not closed by April 4.
      
       It did not close by that date, so the defendants argue
       that they had an unequivocal right to walk away, making
       specific performance impossible whatever the merits if
       Delphi's claims, Mr. Friedman adds.  It is settled law,
       however, that a party cannot take advantage of its own
       wrongdoing in that fashion.  If, as Delphi alleges, the
       sole reason the transaction did not close on April 4 is
       that the Defendants improperly terminated the contract on
       that date, they cannot claim the benefit of a provision
       that would have had no application but for their own
       misconduct, Mr. Friedman contends.

       Even if the EPCA and the Commitment Letter Agreements
       could be read to preclude specific performance, that
       preclusion would be unenforceable as a matter of public
       policy.  It is well-established under New York law that,
       where a defendant has breached a contract in bad faith or
       through willful misconduct, a limitation--liability
       provision will not be enforced and will not preclude any
       legal or equitable remedy otherwise appropriate. Public
       policy precludes enforcement of a contractual limitation
       on liability or remedy where the defendant has acted in
       bad faith, Mr. Friedman explains.

(iv) The Defendants argue that the Court need not reach the
       question of remedy because they did not breach their
       agreements at all.  They contended that Delphi failed go
       satisfy various conditions precedent, excusing
       their performance.

       Mr. Friedman laments the Defendants are free to try to
       make the case, which is without merit in any event, but
       not on the pleadings.  It is beyond question that Delphi
       pleaded "generally that all conditions precedent had
       occurred or been performed,' and nothing more is required,
       Mr. Friedman tells the Court.

       A defendant that fails to plead non-compliance with a
       particular condition waives its right to invoke that
       condition in its defense.  At this point, the Defendants
       have not yet pleaded, so any alleged failure of a
       condition is not yet an issue.  The Defendants' suggestion
       that the complaint should be dismissed because Delphi did
       not anticipate which conditions the defendants might argue
       were unsatisfied, and address those defenses preemptively,
       is without merit, Mr. Friedman maintains .

In deciding a motion to dismiss, a court will accept the
complaint as true and draw all reasonable inference in the
plaintiff's favor.  A defendant cannot obtain dismissal of an
adequately pleaded complaint with the argument "that the
plaintiff will not fail to find evidentiary support for his
allegations, because the issue is not whether the plaintiff
ultimately will prevail but whether the plaintiff is entitled to
offer evidence to support its claims, Mr. Friedman states.

Delphi asks the court to deny the Motions to Dismiss, asserting
that hearing the case will lead to the discovery and trial for of
Delphi's claims and the determination of the appropriate remedy.

          Parties Stipulate on Confidential Information

Delphi, the Committees, and the Plan Investors anticipate that
the documents provided in the adversary proceedings may involve
information that are sensitive and confidential in nature.
Accordingly, they agree to these terms:

   * Discovery Material that contains information that is (i) not
     generally available to the public and (ii) sensitive
     commercial, financial, or business information, sensitive
     personal information, trade secrets, or other confidential
     research, development, or commercial information the public
     disclosure of which may adversely affect the producing party
     may be designated as "Confidential."

   * Discovery Material that poses a reasonable risk of  
     competitive or other harm to the Producing Party or non-
     party, maybe classified as "Highly Confidential."   

   * Confidential Discovery Material will only be available to
     the Court, the Court employees directly involved in the
     proceeding, counsel to the Parties in the Chapter 11 cases,
     and third-party contractors working on the data in
     connection with the action, and any joining party required
     to provide assistance in the conduct of these cases.

   * "Highly Confidential" Discovery Materials will be available
     only to the Court, the Court employees directly involved in
     the proceedings, counsel to the parties in these cases and
     their staff, and third party contractors engaged in working
     on the data in connection with the action.  Consultants,
     advisors, investigators, or experts employed by counsel in
     connection with the Chapter 11 cases may be authorized
     access to "Highly Confidential' Discovery Materials when
     necessary, provided they sign a confidentiality agreement.

   * A party who desires to provide "Highly Confidential'
     materials to persons not authorized in the Stipulation will
     have to make an appropriate application to the Court.

   * The unintentional disclosure by a producing party of  
     unmarked Confidential Discovery Materials will not be deemed
     as a waiver of the party's claim of confidentiality, and the
     unintentional production of any privileged material by the
     producing Party or a third party will not be deemed to be a
     waiver or impairment of any claim of privilege.

   * To the extent that Confidential Discovery Material is
     proposed to be filed or is filed with the Court, that
     Confidential Discovery Material, any portion of a pleading,
     motion or memorandum that discloses the Confidential
     Discovery Material will be filed under seal, together with a
     motion to seal the documents.

                          About Delphi

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

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

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

(Delphi Bankruptcy News, Issue No. 136; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                     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.


GREATWIDE LOGISTICS: Moody's Downgrades B3 Rating to D
------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
Rating of Greatwide Logistics Services, Inc. to D from B3, and its
Corporate Family Rating to Ca from Caa1.

The ratings were lowered due to Greatwide's failure to meet the
scheduled principal and interest payments due on its first and
second lien credit facilities.  The grace period for these
payments has expired.

Greatwide has entered into a forbearance agreement with its
lenders while discussions about amending the credit facilities
proceed.

Demand for services in the company's Dedicated Transport sector,
which contributes more than half of the company's revenue, will
likely continue to be stressed due to on-going weakness in the
retail sector that comprises an important part of the company's
customer base.

Meanwhile, Moody's expects that Greatwide's Freight Brokerage
business will continue to experience pressure in pricing, while
Truckload Management remains subject to increasing uses of working
capital if fuel prices continue to escalate.  As a result, Moody's
believes that the company will face continued difficulty in
improving its financial profile regardless of the outcome of its
amendments discussions.

Downgrades:

Issuer: Greatwide Logistics Services, Inc.

  -- Probability of Default Rating, Downgraded to D from B3
  -- Corporate Family Rating, Downgraded to Ca from Caa1

  -- Senior Secured First Lien Bank Credit Facility, Downgraded to
     Ca (LGD3, 49%) from B3

  -- Senior Secured Second Lien Term Loan Facility, Downgraded to
     C (LGD5, 87%) from Caa2

The ratings outlook is stable.

Headquartered in Irving, Texas, Greatwide Logistics Services,
Inc., is a leading non-asset based North American provider of
dedicated "closed loop" transportation services to the grocery and
consumer products sectors.  

The company also provides non-asset-based truckload management,
truck brokerage and warehouse and distribution logistics services.  
Greatwide is a wholly-owned subsidiary of GWLS Holdings, Inc.


GS MORTGAGE: S&P Junks Rating on Class L Certificates
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes from GS Mortgage Securities Trust 2007-GKK1 and removed
them from CreditWatch with negative implications, where they were
placed on either May 28, 2008, or July 7, 2008.  Concurrently, S&P
affirmed its ratings on six classes and removed five of the
affirmed ratings from CreditWatch with negative implications.
     
The rating actions follow S&P's full analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities.  Its review incorporated
Standard & Poor's revised recovery rate assumptions for commercial
mortgage-backed securities, as detailed in "Recovery Rates For
CMBS Collateral In Resecuritization Transactions," published May
28, 2008, on RatingsDirect.
     
According to the June 20, 2008, trustee report, the transaction's
current assets included 73 classes ($633.7 million, 100%) of CMBS
pass-through certificates from 46 distinct transactions issued
between 1998 and 2007.  Certificates from CMBS transactions issued
between 2005 and 2007 represented $579.7 million (91%) of the
total assets.  None of the CMBS transactions represent an asset
concentration of 10% or more of total assets.  The aggregate
principal balance of the assets and liabilities totaled
$633.7 million, which has not changed since issuance.  The
transaction has realized no principal losses to date, and none of
the current assets are first-loss CMBS assets.
     
S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'BBB'
rated obligations.  Standard & Poor's rates $432.1 million (68%)
of the assets.  S&P reanalyzed its outstanding credit estimates
for the remaining assets.
     
Standard & Poor's analysis of the transaction supports the lowered
and affirmed ratings.

       Ratings Lowered and Removed from Creditwatch Negative

              GS Mortgage Securities Trust 2007-GKK1
                  CMBS pass-through certificates

                                  Rating
                                  ------
                     Class    To           From
                     -----    --           ----
                     A-2      AA+          AAA/Watch Neg
                     B        A+           AA/Watch Neg
                     C        A            A+/Watch Neg
                     D        A-           A/Watch Neg
                     E        BBB+         A-/Watch Neg
                     L        CCC          B-/Watch Neg

      Ratings Affirmed and Removed from Creditwatch Negative

               GS Mortgage Securities Trust 2007-GKK1
                   CMBS pass-through certificates

                                   Rating
                                   ------
                     Class    To           From
                     -----    --           ----
                     F        BBB+         BBB+/Watch Neg
                     G        BBB          BBB/Watch Neg
                     H        BBB-         BBB-/Watch Neg
                     J        BB           BB/Watch Neg
                     K        B            B/Watch Neg

                            Rating Affirmed
     
               GS Mortgage Securities Trust 2007-GKK1
             CMBS securities pass-through certificates

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


GWLS HOLDINGS: S&P Cuts Corporate Credit Ratings to D
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on GWLS Holdings Inc. to 'D' from 'B-'.
     
Concurrently, S&P lowered the rating on the company's primary
operating subsidiary Greatwide Logistics Services Inc.'s
$70 senior secured revolving credit facility, $300 million secured
first-lien term loan, and $127 million secured second-lien term
loan to 'D', the same level as the corporate credit rating.
      
"The downgrade follows the company's June 30, 2008, failure to
meet scheduled interest and principal payments on its debt," said
Standard & Poor's credit analyst Anita Ogbara.  The lending group
has approved a forbearance agreement which the company believes
will allow sufficient time to negotiate new terms under its credit
agreement.


HERCULES INC: S&P Puts $350MM Interest Debenture Under Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Ashland
Inc., including the 'BB+' corporate credit rating, on CreditWatch
with negative implications following the announcement that Ashland
will acquire Hercules Inc. in a transaction valued at $3.3 billion
excluding transaction-related costs.
     
At the same time, S&P placed its 'BB+' corporate credit rating on
Hercules and its 'BB-' rating on its $350 million 6.5% junior
subordinated deferrable interest debenture due June 20, 2029
(remaining balance $215 million) on CreditWatch with negative
implications.
     
S&P affirmed its ratings on Hercules' bank credit facility and
$250 million 6.75% senior subordinated notes due Oct. 15, 2029.
Because these instruments contain change of control provisions,
S&P believe they would be repaid upon closing of the acquisition.
      
"If the transaction closes as currently structured, we expect to
lower Ashland's corporate credit rating to 'BB' and assign a
negative outlook," said Standard & Poor's credit analyst Cynthia
Werneth.
     
>From a business risk perspective, the Hercules transaction would
be a strong positive.  It would add substantial specialty chemical
assets with investment-grade business characteristics, creating a
company with more than $10 billion in annual revenues.  The
acquisition should result in more favorable growth prospects and a
more stable and profitable chemicals company, with reduced
reliance on the lower-margin distribution and Valvoline products.
     
Although the transaction as currently contemplated will be
primarily debt-financed, it will include about $500 million of
stock at Ashland's pre-announcement share price.  In addition,
Ashland currently has very little book debt, and the company plans
to use its substantial cash balance to finance the Hercules
acquisition.  As a result, S&P expect Ashland's total adjusted
debt pro forma for the transaction to be about $3 billion.  S&P
would adjust debt to include about $360 million of after-tax
pension and other postretirement obligations, $210 million of
estimated, tax-effected asbestos liabilities, and $210 million of
capitalized operating leases at the combined company.  Pro forma
funds from operations to adjusted total debt will be in the upper
teens percentage area.  

Following this acquisition, S&P would expect Ashland to use the
majority of discretionary cash flow to reduce debt, so that the
FFO to debt ratio strengthens to the 20%-25% range it deem
appropriate at the 'BB' rating.
     
S&P will update this CreditWatch for any changes to the
transaction structure or if details regarding the prospective
capital structure are disclosed.  S&P anticipate resolving the
CreditWatch upon closing of the transaction, which is expected to
occur by the end of calendar 2008, subject to Hercules shareholder
and regulatory approval.  Ashland has financing commitments for
the transaction.


HOLOGIC INC: S&P Assigns 'BB+' Rating on $800MM Amended Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Bedford, Massachusetts-based Hologic Inc.'s
$800 million amended and restated credit facility.  The issue-
level rating on the facility is 'BB+' with recovery rating of '1',
indicating the expectation of a very high (90% to 100%) recovery
in the event of a payment default.
     
At the same time, S&P affirmed the 'BB-' corporate credit rating
and the 'B+' issue-level rating on Hologic's $1.725 billion senior
convertible notes.  The recovery rating of '5', which indicates
the expectation of a modest (10% to 30%) recovery in the event of
a payment default, remains unchanged.  The outlook is positive.  

The ratings on Hologic's original facility will be withdrawn at
the close of the pending acquisition of Third Wave Technologies
Inc. (unrated).
     
"Hologic intends to purchase Third Wave for about $580 million
with proceeds from the amended and restated credit facility," said
Standard & Poor's credit analyst David Lugg.  "The financial
impact of this transaction is neutral."
     
Given that Hologic has largely repaid its outstanding term loan
(used to finance the late-2007 acquisition of unrated Cytyc
Corp.), the new borrowings largely return credit measures to a
level consistent with the current rating.  Third Wave produces
molecular diagnostic test reagents sold as experimental tools and
for clinical diagnosis.
     
The mid-speculative grade rating on Hologic Inc. reflects its high
debt leverage, short track record of success, and the challenge to
integrate the acquisition of Cytyc Corp.  The company's strong
positions in attractive specialty medical markets partially offset
these risks.  In October 2007, Hologic purchased Cytyc Corp. in a
$6 billion transaction, about one-third of which was funded with a
secured credit facility.  This transforming transaction almost
doubled the size of Hologic, adding product and geographic
breadth.  

The combined company's specialty surgical and diagnostic products
focus on the medical needs of women--a market characterized by
limited competition from a few, but very large, companies, and
some exposure to reimbursement challenges.  Technological
innovation that produces products with greater accuracy and ease
of use is a key to success in this market.


IMMUNICON CORP: Taps Stifel Nicolaus as Investment Banker
---------------------------------------------------------
Immunicon Corp. and its debtor-affiliats ask the U.S. Bankruptcy
Court for the District of Delaware for authority to employ Stifel,
Nicolaus & Company, Incorporated as their investment banker,
effective as of June 11, 2008.

Stifel Nicolaus will advise the Debtors on all financial matters,
as well as act as the Debtors' sole and exclusive agent relating
to the sale of the Debtors' businesses as a going concern pursuant
to Sec. 363 of the Bankruptcy Code.

Scott R. Cousino, a managing director at Stifel Nicolaus, assures
the Court that the firm does not hold or represent any interest
adverse to the Debtors and their estates, and that the firm is a
"disinterested person" within the meaning of Sec. 101(14) of the
Bankruptcy Code.

Subject to the Court's approval, Stifel Nicolaus will receive:

  a.  An advisory fee of $45,000 per month.  Each installment of
      the advisory fee shall be deemed earned when paid and shall
      be3 non-refundable.

  b.  If any sale of the Debtors occurs, or the parties to a sale
      reach a preliminary understanding or definitive agreement in
      respect of any such sale, either:

        i.  during the term of Stifel Nicolaus' engagement,
            regardless of whether the party or parties to any sale
            were identified by Stifel Nicolaus or whether Stifel
            Nicolaus rendered advice concerning a sale, or

       ii.  at any time during a period of 18 months following the
            effective date of termination of Stifel Nicolaus'
            engagement, and any sale involves a party (or an
            affiliate of a party) included (or which should have
            been included pursuant to Section4 of the engagement
            letter) on the List

      then, upon consummation of any sale, the Debtors shall pay   
      to Stifel Nicolaus the greater of $400,000 and 3.0% of the
      consideration involved in any sale.  $400,000 is the minimum
      fee for the aggregate value whether one or more transactions
      are executed.

  c.  In the event a sale is not consummated and the Debtors
      receive a termination or break-up fee, then the Debtors
      shall pay Stifel Nicolaus a fee equal to twenty-five percent
      (25%) of any such termination or break-up fee.

  d.  Compensation due under paragraph b. above shall be paid at  
      the closing of a sale, provided that compensation
      attributable to that part of the consideration which is
      contingent upon future earnings performance or the
      occurences of some other event or circumstance shall be paid
      by the Debtors at the earlier of (i) the receipt of such
      contingent consideration, or (ii) the time that the amount
      of such contingent consideration can be determined.

Headquartered in Huntington Valley, Pennsylvania, Immunicon
Corporation and its debtor-affiliates -- http://www.immunicon.com/  
-- offers products and services for cell analysis and molecular
research.  The Debtors filed for Chapter 11 protection on June 11,
2008 (Bankr. D. Del. Lead Case No. 08-11178).  Sheldon K. Rennie,
Esq., at Fox Rothschild LLP, represents the Debtors in their  
restructuring efforts.  Schulte Rote & Zabel LLP is the Official
Committee of Unsecured Creditors' proposed bankrupcy counsel.  
When Immunicon Corp. filed for protection against its creditors,
it listed estimated assets of $9,231,264 and estimated debts of
$24,309,838.


INDEPENDENCE COUNTY: S&P's Outlook on $28MM Bonds Now Developing
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on its underlying rating of 'B' on Independence
County, Arkansas' $28.45 million power revenue bonds due 2033 to
developing from negative.  This change factors in a potential
amendment to the position of operations and maintenance payments
in the indenture that could benefit the rating on the senior
secured bonds.
     
Independence County issued the bonds, and used proceeds to fund an
11.1 megawatt hydroelectric project, Independence County
Hydroelectric, which is the obligor for bond repayment.  The bonds
are not general obligations but are special obligations secured by
the Trust Estate that includes the county's interests in the
physical assets, contracts including the power purchase agreement,
and gross receipts.  ACA Financial Guaranty Corp. (ACA; CCC/Watch
Dev/--) insures the bonds.

The rating reflects these risks:

S&P expect debt service coverage ratios to be low through the
debt's maturity.  Liquidity should be tight in the near term and
the project has had to draw on the senior debt service reserve for
the last three senior debt payments.  ACA had to pay the principal
and interest payment that was due May 1, 2008 on the
$14.95 million junior lien bonds.

The project has experienced significant challenges in terms of
cost and schedule overruns.  Although operations have begun, heavy
rains severely hampered operational performance and further
delayed the final construction completion of Dam 3 until at least
November 2008.  At that time, a determination will be made of the
insurability of Dam 3.  Plant performance is lower than expected.
Project O&M expenses are paid after junior debt service, so there
is a risk to O&M payments given low coverages and constrained
liquidity.

These strengths offset those risks at the 'B' rating level:

A PPA with the City of Clarksville, Arkansas that runs beyond the
debt maturity through to January 2036.  The price of power to
Clarksville is currently competitive and creates an incentive for
them to support the project, especially given the potential rebate
built into the PPA.  Clarksville has recently agreed to voluntary
increase the rate they pay from $60.97 to $82 per megawatt-hour
from May 1, 2008 through April 30, 2010.  When operating as
expected, project should generate stable cash flows.
     
The CreditWatch reflects Standard & Poor's view that the project
faces a number of key challenges in the near term, in particular
the completion of the cap and insurance of Dam 3, along with
depleted liquidity.  If these are not satisfactory resolved within
the next six months then we will likely lower the rating.  
However, should these challenges be resolved and the project
develop an improved operations track record that shows a
generation output moving toward an annual generation run rate of
60,000 MWh, then, if the proposed amendment in the indenture is
executed, S&P might raise the rating on the senior debt.


INDEPENDENCE VI: Fitch Downgrades Ratings on Six Note Classes
-------------------------------------------------------------
Fitch Ratings has downgraded six classes of notes issued by
Independence VI CDO, Ltd. and Independence VI CDO, Inc.  Fitch has
also removed all six classes of notes from Rating Watch Negative.  
These rating actions are effective immediately:

  -- $503,099,409 class A-1 notes to 'B' from 'BBB-';
  -- $85,688,581 class A-2 notes to 'CC' from 'BB+';
  -- $83,421,687 class B notes to 'CC' from 'BB';
  -- $14,627,113 class C notes to 'C' from 'B+';
  -- $19,545,981 class D notes to 'C' from 'B-';
  -- $17,502,536 class E notes to 'C' from 'CCC'.

Fitch originally placed all classes on Rating Watch Negative on
Feb. 27, 2008.

Independence VI is a cash flow structured finance collateralized
debt obligation that closed on June 30, 2005 and is managed by
Declaration Management & Research LLC.  The portfolio is comprised
primarily of U.S. subprime residential mortgage-backed securities
(75.1%), Alternative-A RMBS (6.8%) and SF CDOs (5.6%).  Subprime
RMBS bonds of the 2005, 2006 and 2007 vintages account for
approximately 48.8% of the portfolio.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS,
Alt-A RMBS and SF CDOs with underlying exposure to subprime RMBS.
Since November 2007, approximately 63.5% of the portfolio has been
downgraded, with 7% of the portfolio currently on Rating Watch
Negative.  This credit deterioration includes 53.8% of the
portfolio that now carries a rating below the rating Fitch assumed
in the November 2007 review.  Assets rated below investment grade
currently represent 59.5% of the portfolio, and 29.5% of the
portfolio is now rated 'CCC+' or below.

The collateral deterioration has caused each of the
overcollateralization tests to fall below 100% and fail their
respective triggers.  As of the trustee report dated June 8, 2008,
the class A/B OC ratio was 90.8%, the class C OC ratio was 88.9%,
the class D OC ratio was 86.4% and the class E OC ratio was 84.3%.  
Due to these OC test failures, cash flows have been diverted to
pay down the class A-1 notes, and payment of interest to the class
C, class D and class E notes has been made in kind by writing up
the principal balance of each class by the amount of interest
owed.

As of April 29, 2008, the net outstanding portfolio collateral
balance was less than the aggregate outstanding amount of the
class A and class B notes, causing an Event of Default to occur.  
As a remedy to the EOD, the majority of holders of the class A
notes may declare the notes immediately due and payable.  In the
event of a liquidation of the collateral, Fitch expects that the
resulting proceeds will not be enough to return full principal on
the class A-1, A-2 and B notes, and the remaining class C, D and E
notes are expected to receive zero principal returns.

The ratings on the class A-1, A-2 and B notes address the timely
receipt of scheduled interest payments and the ultimate receipt of
principal as per the transaction's governing documents.  The
ratings on classes C, D and E address the ultimate receipt of
interest payments and ultimate receipt of principal as per the
transaction's governing documents.  The ratings are based upon the
capital structure of the transaction, the quality of the
collateral, and the protections incorporated within the structure.


INDEVUS PHARMA: Releases Operating Plan to Respond to NEBIDO Delay
------------------------------------------------------------------
In view of the NEBIDO regulatory delay, the Board of Directors of
Indevus Pharmaceuticals Inc. approved a revised operating plan
that more appropriately aligns cost structure to the company's
revenue projections and development opportunities.

On June 27, 2008, the company received an approvable letter from
the U.S. Food and Drug Administration for NEBIDO(R) related to a
New Drug Application submitted to the FDA in August 2007.  The
letter indicated that the application may be approved if the
company is able to adequately respond to certain clinical
deficiencies related to the product.  The letter generally
confirmed the company's indications from the FDA based on
telephone discussions.

The FDA has expressed a concern about a relatively small number of
patients in European post-marketing use who have experienced
respiratory symptoms immediately following the intramuscular
injection of NEBIDO 1000 mg., 4 cc. injection volume, (versus the
750 mg., 3 cc. injection volume used in the United States).  The
company believes and the FDA concurs that the reaction is likely
the result of a small amount of the oily solution immediately
entering the vascular system from the injection site, a known,
rare complication of oil-based depot injections.

The phenomenon is characterized by short-term reactions involving
an urge to cough, coughing episodes or a shortness of breath.  In
rare cases the reaction has been classified as serious or the
patient experiences other symptoms such as dizziness, flushing or
fainting.  In the company's U.S. clinical trials of NEBIDO 750 mg.
(3 cc. injection volume), the proposed dose in the U.S., there was
a single, mild, non-serious case of oil-based cough observed.  In
addition, the FDA believes that four cases in the European post-
marketing experience may have an allergic, anaphylactoid
component, although the company believes these cases were
improperly classified and represent the same oil-based phenomenon.

The FDA has requested the company address these clinical
deficiencies by providing detailed safety information from
clinical studies to determine the precise incidence of serious
post-injection oil-based reactions and allergic reactions.  
Specifically, the FDA has requested follow-up data from the on-
going U.S. and European studies in which patients are being
treated with NEBIDO on an extended basis.  A majority of these
trials are scheduled to be completed within twelve months.  The
FDA stated that depending on the findings, the number of subjects
and the number of injections of testosterone undecanoate from the
studies, the safety database may need to include data from
additional clinical studies.  They have requested that the company
propose the size of the safety database (i.e., total number of
subjects exposed to testosterone undecanoate intramuscular
injection and total number of injections) and the rationale for
the size of the proposed safety database.

FDA has also requested the company provide a plan to minimize the
risks associated with the clinical use of testosterone undecanoate
intramuscular injection, namely, to reduce the incidence and/or
severity of the serious oil-based reactions and has requested
certain in vitro and skin-testing data to exclude an allergic
component to the drug or some of its excipients.

"We believe that NEBIDO is a safe and effective drug for its
intended use and continue to be disappointed that the FDA was not
willing to approve the drug at this time with adequate labeling of
the oil-based reactions and how to minimize them with proper
injection technique," Glenn L. Cooper, M.D., chairman and chief
executive officer of Indevus, stated.  

"However, we are encouraged that this approvable letter provides a
road map for the product's eventual approval.  We will work with
the FDA and our partner, Bayer Schering Pharma AG, to respond to
the approvable letter and devise a plan to address the
deficiencies.  While the FDA has not specifically requested
additional clinical studies, we believe that an additional study
will likely be required to demonstrate that NEBIDO 750 mg (3 cc
volume) administered with careful and proper intramuscular
injection technique, has an acceptably low incidence of oil-based
reactions to gain approval.

"In addition, we are pleased that FDA has provided guidance on how
we can demonstrate that the product does not cause allergic
reactions.  We hope to be able to articulate a development plan to
address FDA concerns within the next few months, and for now are
maintaining our previous guidance that it may take the company
approximately 18 months to re-submit the revised NDA.  We will
communicate specific guidance on clinical plans and timelines when
they are available."

                      Revised Operating Plan

The new operating plan provides for:

   1) aggressive support and top-line growth of marketed products,
      VANTAS(R) and SUPPRELIN(R) LA,

   2) aggressive support for the launch of VALSTAR(TM) for bladder
      cancer later this year,

   3) continued co-promotion with Allergan of SANCTURA(R) and
      SANCTURA XR(TM) with the urology sales force through March
      2009,

   4) initiation of Phase III trials for the six-month octreotide
      implant for acromegaly, and

   5) significant reduction in operating expenses through a
      combination of headcount reductions of approximately 12% of
      employees, primarily at the corporate and administrative
      levels at the Lexington, Massachusetts headquarters, and
      reduction of other operating expenses.

"We have made the difficult but necessary decision to reduce the
operating expenses and cash burn of the company and intend to be
vigilant in managing expenses through this difficult period," Dr.
Cooper said.  "Under our revised plan, in fiscal 2009, we expect
that our operating cash burn will fall to $10 million per quarter
on total revenues for the year of $88 to $95 million.  This is a
significant improvement compared to our recent average operating
cash burn of approximately $18 to $20 million per quarter and our
expected revenues for fiscal 2008 of approximately $70 million.  
Our current revised plan does not give effect to additional NEBIDO
studies as their size, duration and expense are not yet final.  In
conjunction with implementation of this revised operating plan,
the company anticipates recording an aggregate restructuring
charge of approximately $3 to $4 million in the third fiscal
quarter.

"While the NEBIDO delay is unfortunate, the company remains strong
and is committed to the patients and physicians who use and
prescribe our products for urological and endocrine disorders.  We
are highly focused on driving revenue growth for our marketed
products SANCTURA XR, VANTAS and SUPPRELIN LA and our organization
is also preparing to launch VALSTAR, another important urology
product, subject to FDA approval.  In addition to NEBIDO, we are
focused on our octreotide implant, a high-value Phase 3 product
which we believe can reach the market, assuming approval, by the
end of 2010.  Also, we are actively exploring the acquisition of
late-stage or marketed products which can further leverage our
experienced urology and endocrinology field sales force.

"The company is also moving forward to strengthen its balance
sheet," continued Dr. Cooper.  "In addition to potential out-
licensing transactions for the company's partnerable products, we
are also exploring opportunities for the monetization of the
royalties we receive from sales of SANCTURA and SANCTURA XR.  Our
financial goals are to secure adequate non-dilutive capital to
fund the company's operations for the foreseeable future and to
retire the company's outstanding convertible debt which matures in
July 2009."

                 About Indevus Pharmaceuticals

Based in Lexington, Massachusetts, Indevus Pharmaceuticals Inc.
(Nasdaq: IDEV) -- http://www.indevus.com/-- is a specialty    
pharmaceutical company engaged in the acquisition, development and
commercialization of products to treat conditions in urology and
endocrinology.

At March 31, 2008, the company's consolidated balance sheet showed
$180.1 million in total assets and $281.4 million in total
liabilities, resulting in a $101.3 million total stockholders'
deficit.


INDYMAC BANCORP: Says FDIC Eyes Selling Bank or Assets
------------------------------------------------------
Federal Deposit Insurance Corporation is taking a look into
IndyMac Bancorp Inc.'s financial records as part of its strategy
to sell the bank or its assets, The Wall Street Journal reports.

According to WSJ, IndyMac was the largest mortgage lender to
collapse since the housing crisis erupted last year, and the FDIC
would like to find a buyer for it quickly.

FDIC spokesman said they will try to sell as much of the bank as
possible with the deposit franchise, however, the final terms of
the sale have not been set, WSJ indicates.

WSJ, citing FDIC chairman Sheila Bair, says that FDIC officials
also were looking at the troubled loans in the broader portfolio
to see if there was a way to help borrowers avoid losing their
homes.

The Journal states that Ms. Bair's move could offer only brief
respite for troubled borrowers, as the agency is trying to sell
the bank and its assets within 90 days.  Still, that could be
enough time for many borrowers to rework their loan terms, WSJ
adds.

                     About Indymac Bancorp

Headquartered in Pasadena, California, IndyMac Bancorp Inc.
(NYSE:IMB) -- http://www.indymacbank.com/-- is the holding   
company for IndyMac Bank FSB, a hybrid thrift/mortgage bank that
originates mortgages in all 50 states of the United States.  
Indymac Bank provides financing for the acquisition, development,
and improvement of single-family homes.  Indymac also provides
financing secured by single-family homes and other banking
products to facilitate consumers' personal financial goals.  
IndyMac specialized in making and selling so-called Alt-A mortgage
loans, a category of loans to consumers more credit worthy than
subprime borrowers but typically without the complete
documentation of income or assets necessary to receive a prime-
rate loan.  The company facilitates the acquisition, development,
and improvement of single-family homes through the electronic
mortgage information and transaction system platform that
automates underwriting, risk-based pricing and rate locking via
the internet at the point of sale.  Indymac Bank offers mortgage
products and services that are tailored to meet the needs of both
consumers and mortgage professionals.  Indymac operates through
two segments -- mortgage banking and thrift.

The company was ranked the ninth-largest U.S. mortgage lender in
2007 in terms of loan volume, The Wall Street Journal says, citing
trade publication Inside Mortgage Finance.

                          *     *     *

As reported by the Troubled Company Reporter on July 11, 2008,
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'.  "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.

On July 9, the TCR said Fitch Ratings downgraded the long-term
Issuer Default Ratings of Indymac Bancorp to 'CC' from 'B-'; and
the long-term Issuer Default Ratings of Indymac Bank FSB to 'CCC'
from 'B'.  The downgrade follows IMB's disclosure that, according
to its regulators, the bank is no longer 'well capitalized'.  
Concurrent with this rating action, Fitch has removed all ratings
from Rating Watch Negative.  The Rating Outlook is Negative for
IMB.


INFOSONICS CORP: Has Until January 6 to Comply with Bid Price Rule
------------------------------------------------------------------
InfoSonics Corporation received a Nasdaq Staff Determination
letter dated July 10, 2008, indicating that InfoSonics failed to
comply with the minimum bid price requirement for continued
listing set forth in Marketplace Rule 4450(a)(5).

Therefore, in accordance with Marketplace Rule 4450(e)(2),
InfoSonics has been provided 180 calendar days, or until Jan. 6,
2009, to regain compliance.  If, at anytime before Jan. 6, 2009,
the bid price of InfoSonics' common stock closes at $1.00 per
share or more for a minimum of 10 consecutive business days,
InfoSonics will have regained compliance with the Rule.

The Notice also stated that if InfoSonics does not regain
compliance with the Rule by Jan. 6, 2009, Nasdaq Staff will
provide InfoSonics written notification that its securities will
be delisted.

In the event of the a notification, InfoSonics may appeal the
Staff's determination to delist its securities, or alternatively
InfoSonics may apply for a transfer of its securities to the
Nasdaq Capital Market.

There can be no assurance the Staff will grant the company's
request for continued listing nor the application for transfer to
the Nasdaq Capital Market.  As of July 11, InfoSonics meets the
Nasdaq Capital Market initial inclusion criteria.

The Notice arises as a result of the fact that for the last 30
consecutive business days, the bid price of InfoSonics common
stock has closed below the minimum $1.00 per share requirement for
continued inclusion under the Rule.

                   About InfoSonics Corporation

Headquartered in San Diego, California, InfoSonics Corporation
(NASDAQ:IFON) -- http://www.infosonics.com/-- is a distributor  
and provider of wireless handsets and accessories in Latin America
and the United States.  The company distributes products of
several original equipment manufacturers, including Samsung, LG,
Novatel and others.  InfoSonics is also involved in the designing,
sourcing and distributing of a line of products under its own
verykool brand, which includes entry level, mid-tier and high-end
products.  From its facility in Miami, Florida, where the company
has its Latin America sales and executive offices, InfoSonics
operates a warehouse and distribution center.  This distribution
center services customers in Latin America and the United States.  
The company has wholly owned subsidiaries in Latin America, which
conduct some of its business activities in their respective
regions of Latin America.


ISLE OF CAPRI: Moody's Changes Stable Outlook to Negative
---------------------------------------------------------
Moody's Investors Service revised Isle of Capri Casinos, Inc.'s
rating outlook to negative from stable.  

The outlook revision to negative considers the continuing
uncertainty regarding Isle's ability to reduce debt/EBITDA to at
or below 6 times, particularly given the unfavorable economic
environment and negative gaming revenue trends throughout most of
the markets in which the company operates.

Isle's leverage, already considered high for its B1 corporate
family rating, continues to be affected by the company's past
debt-financed development activities, slower than expected ramp-up
of its Waterloo and Pompano Park casinos, a smoking ban in
Colorado, and increased competition in Lake Charles, LA and
Biloxi, MS. Debt/EBITDA for the fiscal year ended April 27, 2008
was about 8 times.

Isle's ratings could be lowered if revenues continue to decline
and it appears that a meaningful reduction in leverage will not
occur in the next 12 to 18-month period.  The outlook could be
revised back to stable if there is evidence that Isle's new
management team's operating and financial strategy will lead to
substantially lower leverage.

The new management team has had some initial success regarding
cost cutting initiatives, and its plan to more efficiently manage
and invest the company's capital resources could provide longer-
term benefits.

Isle of Capri Casinos, Inc. owns and operates 18 casino
properties.  Net revenue for the fiscal year ended April 27, 2008
was about $1.1 billion.  In January 2008, Isle acquired the 43%
interest in Isle of Capri Black Hawk, L.L.C. that it did not
previously own.  The Black Hawk, Colorado operations, consisting
of the Isle of Capri-Black Hawk and Colorado Central Station, are
now wholly owned by Isle.  

In connection with the transaction, Isle repaid Isle Black Hawk's
rated debt in full.  As a result, Isle Black Hawk's B1 corporate
family rating, B2 probability of default rating, B1 senior secured
bank loan rating, and stable outlook ratings have been withdrawn.


IXIS ABS: Moody's Cuts Ratings of Five Classes of Notes to C
------------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes issued by IXIS ABS CDO 2 Ltd.  The notes affected by the
rating action are:

Class Description: $123,500,000 Class A-1 Senior Secured Funded
Notes Due 2046;

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

Class Description: $201,500,000 Class A-1 Senior Secured Unfunded
Notes Due 2046;

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

Class Description: $6,500,000 Class A-X Notes Due 2046;

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

Class Description: $85,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2046;

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

Class Description: $30,000,000 Class B Secured Floating Rate Notes
Due 2046;

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

IXIS ABS CDO 2, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.  An
Event of Default occurred on Jan. 31, 2008.

As provided in Article V of the indenture during the occurrence
and continuance of an event of default, certain parties to the
transaction may be entitled to direct the trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.

In this regard, the trustee notified Moody's that the Controlling
Class and the CDS Counterparty directed the trustee to dispose of
and liquidate the collateral in accordance with the indenture.  
The trustee also notified Moody's that the liquidation of the
collateral is now completed and the trustee made a final
distribution and applied the proceeds of the liquidation in
accordance with applicable provisions of the indenture on June 2,
2008.

In that distribution, according to the trustee, the only
noteholders to receive a principal payment from the distribution
of liquidation proceeds were holders of Class A-1 and A-X Notes.  
Available funds were not sufficient to pay the Class A-1 and A-X
Notes in full.

The rating actions taken today reflect the changes in severity of
loss associated with certain tranches and reflect the final
liquidation distribution.


JEVIC TRANSPORTATION: Gets Court OK to Sell Property at Auction
---------------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware approved proposed bidding procedures
for the sale of substantially all of Jevic Transportation Inc. and
its debtor-affiliates assets, free and clear of all liens and
interests, subject to higher and better offers.

Judge Shannon authorized the Debtors to employ Taylor & Martin
Inc. of Nebraska as their auctioneer.  The firm is expected to
conduct public auctions to four locations, including:

   a) Atlanta, Georgia, on Aug. 5, 2008,
   b) Charlotte, North Carolina, on Aug. 7, 2008,
   c) Markham, Illinois, on Aug. 12, 2008, and
   d) Delanco, New Jersey, on Aug. 19, 2008.

As reported in the Troubled Company Reporter on July 2, 2008, for
this engagement, the firm will receive:

   i) a 6% premium from each purchaser in connection with the sale
      of each item of equipment; and

  ii) a 1% commission of the proceeds received from the sale of
      all equipment.

The Debtors have determined that these equipment -- consisting of
trucks, tractors, trailers, motor vehicle equipment, miscellaneous
personal property -- have no further use.  The Debtors contended
that the sale will maximize the value of their property and
maximize the return to unsecured creditors.

A full-text copy of the firm's sale auction agreement is available
free at http://ResearchArchives.com/t/s?2ee8

                    About Jevic Transportation

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


JIM PALMER: Files Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Jim Palmer Equipment, Inc.
        9730 Derby Drive
        Missoula, MT 59808

Bankruptcy Case No.: 08-60892

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Jim Palmer Equipment II, LLC               08-60893

Type of Business: The Debtors provide transportation services.
                  See: http://www.jimpalmertrucking.com/

Chapter 11 Petition Date: July 10, 2008

Court: U.S. Bankruptcy Court, District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtors' Counsel: James A. Patten, Esq.
                   (japatten@ppbglaw.com)
                  The Fratt Building, Suite 300
                  2817 2nd Avenue N.
                  Billings, MT 59101
                  Tel: (406) 252-8500
                  Fax: (406) 294-9500

Estimated Assets: unknown

Estimated Debts:  Leas than $50,000

Consolidated Debtors' List of xx Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------

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

LABELCORP HOLDINGS: Moody's Assigns Corporate Family Rating of B2
-----------------------------------------------------------------
Moody's Investors Service assigned a first time Corporate Family
Rating of B2 to LabelCorp Holdings, Inc.  Additional instrument
ratings are detailed.

Moody's assigned these ratings for LabelCorp Holdings, Inc.:

  -- Assigned $23 million senior secured revolver maturing 2013,
     B1 (LGD 3, 32%)

  -- Assigned $150 million senior secured term loan due 2014, B1
     (LGD 3, 32%)

  -- Assigned corporate family rating, B2
  -- Assigned probability of default rating, B2

Moody's also assigned these ratings for York Label Canada Ltd.:

  -- Assigned CDN $2 million senior secured revolver maturing
     2013, B1 (LGD 3, 32%)

  -- Assigned CDN $15 million senior secured term loan due 2014,
     B1 (LGD 3, 32%)

  -- Assigned USD $15 million senior secured term loan due 2014,
     B1 (LGD 3, 32%)

The ratings outlook is stable.

York's B2 Corporate Family Rating reflects the concentration of
sales, acquisition risk and short operating history in its current
form.  The rating also reflects the high leverage.  The company
has only been operating under current ownership since March 2006
and significantly changed it product mix and structure since then.

The company's aggressive acquisition strategy and propensity for
debt financed acquisitions entails significant operating,
integration and financial risk.

Strengths in York's credit profile include long standing customer
relationships, stability of its core end market segments and
potential growth opportunities.  The company's four core end
market segments generate approximately 85% of pro forma revenue
and offer some stability.

Synergies from the recent acquisitions and an improvement in
product mix should help improve credit metrics.  Free cash flow to
debt is expected to allow for modest debt reduction despite
significant projected capital spending for growth initiatives.  
The rating is predicated upon the application of all free cash
flow to debt reduction over the intermediate term.

On June 12th, 2008, York Label entered into a definitive agreement
to be acquired by Diamond Castle Holdings, LLC.

Headquartered in Omaha, Nebraska, LabelCorp Holdings, Inc. is a
provider of premium, labels for the consumer products, wine and
spirits, food and beverage, and pharmaceutical markets.  The
company produces primarily pressure sensitive labels and has 14
facilities in the U.S., Canada, and Chile.  Pro forma revenue for
the 12 months ended March 31, 2008 was approximately
$240.0 million.


LEAP WIRELESS: Closes Sale of $250,000,000 Unsecured 4.5% Notes
---------------------------------------------------------------
Leap Wireless International, Inc., completed the closing of the
sale of $250,000,000 aggregate principal amount of unsecured 4.50%
Convertible Senior Notes due 2014.  The Notes and the shares of
the company's common stock, par value $0.0001 per share, issuable
upon conversion of the Notes have not been registered under the
Securities Act of 1933, as amended.  The notes were issued by the
company in a private placement to qualified institutional buyers
pursuant to Rule 144A under the Securities Act, pursuant to an
Indenture, dated as of June 25, 2008, between the company and
Wells Fargo Bank, N.A., as trustee, which governs the terms of the
notes.

The company intends to use the net proceeds of this offering,
which are estimated to be approximately $241.8 million after
deducting estimated discounts, commissions and offering expenses,
for working capital and other general corporate purposes,
including the build-out of new markets, expansion of our footprint
in our existing markets and the development of our broadband
initiative.  Pending application of the net proceeds, the company
will invest the net proceeds in short-term, investment-grade,
interest-bearing securities.

A copy of the Indenture, which includes the form of Note, is
available for free at http://ResearchArchives.com/t/s?2f72

Based in San Diego, Leap Wireless International Inc. (Nasdaq:
LEAP) -- http://www.leapwireless.com/-- is a leading provider of   
innovative and value-driven wireless communications services.  
With the value of unlimited wireless services as the foundation of
its business, Leap pioneered its Cricket(R) service.  The company
and its joint ventures now operate in 23 states and hold licenses
in 35 of the top 50 U.S. markets.  Through its affordable, flat-
rate service plans, Cricket offers customers a choice of unlimited
voice, text, data and mobile Web services.

                          *     *     *

As reported in the Troubled Company Reporter on June 24, 2008,
Moody's Investors Service assigned a Caa1 rating to Leap Wireless
International Inc.'s $200 million convertible notes, due 2014.  
Moody's also assigned a B2 corporate family rating to Leap
Wireless International Inc.  Rating outlook is Stable.

As disclosed in the Troubled Company Reporter on June 23, 2008,
Standard & Poor's Rating Services assigned its 'CCC' rating to
Leap Wireless International Inc.'s proposed $200 million of
convertible senior notes due 2014, with a '6' recovery rating,
indicating the expectation for negligible (0%-10%) recovery in the
event of a payment default.  At the same time, S&P assigned a 'B-'
rating to funding unit Cricket Communications Inc.'s proposed
$200 million of senior notes due 2015 with a '4' recovery rating,
indicating the expectation for average (30%-50%) in the event of a
payment default.  These are being issued under Rule 144A with
registration rights.  S&P also affirmed San Diego-based Leap's
existing ratings, including its 'B-' corporate credit rating.  The
outlook is stable.


LEAP WIRELESS: Unit Closes Sale of $300 Mil. Unsecured 10% Notes
----------------------------------------------------------------
Cricket Communications, Inc., a wholly owned subsidiary of Leap
Wireless International, Inc., completed the closing of the sale of
$300,000,000 aggregate principal amount of unsecured 10% Senior
Notes due 2015.  The Notes are guaranteed on a senior unsecured
basis by Leap and certain subsidiary guarantors of Cricket and
Leap.  The notes have not been registered under the Securities Act
of 1933, as amended.  The notes were issued by Cricket in a
private placement to qualified institutional buyers pursuant to
Rule 144A and Regulation S under the Securities Act, pursuant to
an Indenture, dated as of June 25, 2008, by and among Cricket, the
Guarantors and Wells Fargo Bank, N.A., as trustee, which governs
the terms of the notes.

Cricket intend to use the net proceeds of this offering, which are
estimated to be approximately $292.6 million after deducting
estimated discounts, commissions and offering expenses, for
working capital and other general corporate purposes, including
the build-out of new markets, expansion of its footprint in its  
existing markets and the development of our broadband initiative.  
Pending application of the net proceeds, the company will invest
the net proceeds in short-term, investment-grade, interest-bearing
securities.  

A copy of the Indenture, which includes the form of Note, is
available for free at http://ResearchArchives.com/t/s?2f73

Based in San Diego, Leap Wireless International Inc. (Nasdaq:
LEAP) -- http://www.leapwireless.com/-- is a leading provider of   
innovative and value-driven wireless communications services.  
With the value of unlimited wireless services as the foundation of
its business, Leap pioneered its Cricket(R) service.  The company
and its joint ventures now operate in 23 states and hold licenses
in 35 of the top 50 U.S. markets.  Through its affordable, flat-
rate service plans, Cricket offers customers a choice of unlimited
voice, text, data and mobile Web services.

                          *     *     *

As reported in the Troubled Company Reporter on June 24, 2008,
Moody's Investors Service assigned a Caa1 rating to Leap Wireless
International Inc.'s $200 million convertible notes, due 2014.  
Moody's also assigned a B2 corporate family rating to Leap
Wireless International Inc.  Rating outlook is Stable.

As disclosed in the Troubled Company Reporter on June 23, 2008,
Standard & Poor's Rating Services assigned its 'CCC' rating to
Leap Wireless International Inc.'s proposed $200 million of
convertible senior notes due 2014, with a '6' recovery rating,
indicating the expectation for negligible (0%-10%) recovery in the
event of a payment default.  At the same time, S&P assigned a 'B-'
rating to funding unit Cricket Communications Inc.'s proposed
$200 million of senior notes due 2015 with a '4' recovery rating,
indicating the expectation for average (30%-50%) in the event of a
payment default.  These are being issued under Rule 144A with
registration rights.  S&P also affirmed San Diego-based Leap's
existing ratings, including its 'B-' corporate credit rating.  The
outlook is stable.


LIBERTY MEDIA: S&P Revises Outlook to Stable on DIRECTV Agreement
-----------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
Englewood, Colorado-based Liberty Media Corp. to stable from
negative.  All ratings on the company, including the 'BB+'
corporate credit rating, were affirmed.  Total debt outstanding as
of March 31, 2008 was $13.1 billion (outstanding principal).
     
"The outlook revision is based on our view that Liberty's equity
purchase standstill agreement with DIRECTV Group Inc. lessens the
probability of the company pursuing an outright purchase of the
remaining stakes in DIRECTV," said Standard & Poor's credit
analyst Andy Liu.  "The outlook change also incorporates our
expectation for steady performance of key operating subsidiaries
QVC Inc. and Starz Entertainment."
     
The 'BB+' rating reflects our view that management's financial
strategy could become more aggressive and shareholder-favoring.
Liberty Media's large equity portfolio and the growth prospects of
its majority-owned and wholly owned operations mitigate these
concerns.
     
Liberty completed its equity swap with News Corp. (BBB+/Stable/--)
in February 2008 for a 41% stake in satellite direct-to-home TV
provider The DIRECTV Group Inc. (BB/Stable/--), as well as other
News Corp. assets and cash.  Liberty subsequently purchased
additional shares in DIRECTV, pushing its equity stake to about
48% on April 3, 2008.  More recently, in May 2008, DIRECTV
announced a major debt-financed share repurchase program that
could raise Liberty's economic interest in the company to more
than 50%.  Liberty's voting stake will remain at 48% through a
proxy agreement with DIRECTV.  The proxy agreement lessens the
probability that Liberty will leverage up to own 100% of DIRECTV
during the short term.  For the long term, the financial
implications of Liberty's DIRECTV investment are unclear.  

S&P believe that Liberty will continue to explore opportunities to
swap passive equity stakes for operating assets, but that the pace
and size of the transactions will likely decrease.
     
Liberty's lease-adjusted total debt to EBITDA was 7.7x as of
March 31, 2008--higher than the 6.3x at the end of 2006.  The
company has been fairly active in repurchasing its own shares,
often using debt as the funding source, which has been the key
reason for escalating leverage.  S&P currently don't expect
leverage to decrease.  Liberty will likely use free cash flow to
make acquisitions or purchase shares.


LINENS N THINGS: Court Okays Amended $100MM Trade Vendor Program
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the request of Linens 'n Things and its debtor-affiliates
to amend a Collateral Trust Agreement, and a Trade Credit Program
Terms and Conditions and Statement of Qualifications relating to
the Debtors' Trade Vendor Payment Program, pursuant to Sections
105 and 363 of the Bankruptcy Code.

The Honorable Christopher S. Sontchi had earlier authorized the
Debtors to execute the Collateral Trust Agreement, and to pay
trade vendors that agree to participate in the Trade Vendor
Payment Program.

The Court also required any trade vendors that have accepted the
Debtors' payment prepetition, but failed to supply the paid goods
and services, or supplied the goods before being able to apply to
become Approved Trade Creditors under the Trade Vendor Payment
Program.

Pursuant to the Trade Vendor Payment Program, the Debtors agreed
to obtain a letter of credit in an initial amount of $25,000,000
that had to be increased in $25,000,000 increments to a total
amount of $100,000,000 for the benefit of their postpetition
suppliers.  Pursuant to Section 2.2 of the Collateral Trust
Agreement, the initial amount of the Letter of Credit would be
$25,000,000, which would be increased to:

   * $50,000,000 not later than July 11, 2008;

   * $75,000,000 not later than July 21; and

   * $100,000,000 not later than July 31.

To gain access to the protections of the Letter of Credit, the
Debtors' suppliers had to agree to be bound by the Terms and
Conditions, and to agree to extend to the Debtors trade terms that
required payment in no fewer than 45 days after the receipt of the
goods by the Debtors.  The amount of trade credit extended by the
participating suppliers would not exceed to twice the amount of
the Letter of Credit.

In implementing the Trade Vendor Payment Program, the Debtors
had experienced some unexpected mechanical issues in initiating
the Letter of Credit with their bank.  Specifically, the Debtors'
issuing bank was requiring that the full amount of the Letter of
Credit -- $100,000,000 -- be immediately reserved against the
Debtors' availability under the DIP Agreement at the time that it
is established, notwithstanding the fact that the Letter of
Credit was not contemplated to reach this level until July 31.

The Debtors asserted that the bank's request would unnecessarily
constrain their otherwise existing availability under the DIP
Agreement.  Accordingly, the Debtors had sought authority to amend
Section 2.2 to provide that the Initial Amount would be
automatically increased to $50,000,000 on July 11, and further
increased to $75,000,000 on July 21.  After July 21, the Letter of
Credit would be further increased, but not decreased, on a weekly
basis, to an amount equal to:

   -- the aggregate approved trade creditors accounts balance at
      that time; plus

   -- the Debtors' reasonable best estimate of the amount of
      Approved Trade Creditor Accounts, which were likely to be
      created over the next seven days as a result of purchase
      orders then outstanding, provided that the Letter of Credit
      would in no event exceed $100,000,000.

If the Letter of Credit outstanding on December 15, 2008, was
greater than $75,000,000, it would automatically decrease to
$75,000,000 on that date.  The Collateral Trustee, KDW
Liquidating Services LLC, agreed to fully cooperate with the
Debtors, and execute any documents necessary or appropriate to
accomplish the increases or decrease of the Letter of Credit as
contemplated in Section 2.2.

The Debtors also sought to amend the Terms and Conditions to
address the implementation of the proposed amendments to the
Collateral Trust Agreement.  Specifically, the Terms and
Conditions would be amended to (i) clarify that the weekly reports
delivered to the Trust Board would include, among other things,
the estimated amount of Approved Trade Creditor Accounts, and (ii)
add a "Program Default," which would occur in the event that the
Letter of Credit is not increased, after a 15-day cure
period, above $75,000,000 in accordance with Section 2.2.

The Debtors submitted that the proposed amendments were in the
best interests of their bankruptcy estates because the sought
increase was necessary to match the amount of actual and
anticipated trade payables subject to the Trade Vendor Payment
Program.  Thus, the Agreement's amendment would prevent the
Debtors from having to unnecessarily reserve $100,000,000 in
availability that could otherwise be used for the operation of
their business.

The Debtors further submitted that modifying the Collateral Trust
Agreement as requested would allow them to maximize their
liquidity under the DIP Agreement by only reserving amounts that
were needed for the Trade Vendor Payment Program.  They asserted
that trade vendors would not be prejudiced by the proposed
modification because the required minimum ratio of available
amounts under the Letter of Credit to outstanding trade credit
would remain unchanged, and the Letter of Credit would increase up
to $100,000,000 provided there was sufficient trade credit to
justify the increase.

Prior to the ruling, the Court also permitted the Debtors and the
Collateral Trustee to immediately arrange for the issuance of the
Letter of Credit in accordance with the sought modification of the
Trade Vendor Program.

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

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

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

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

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

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

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

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

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


LINENS N THINGS: To Auction Off Leases to Closing Stores
--------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware:

   (a) scheduled:

       * an auction to sell the interests of Linens 'n Things and
         its debtor-affiliates in each of the Leases for July 24,
         2008, at 10:00 a.m., Eastern Daylight Time;

       * a deadline of July 28, at 12:00 p.m. for parties to file
         and serve objections to proposed assignment of the
         Leases to various assignees as a result of the Auction;
         and

       * a sale hearing for July 30, at 10:00 a.m., Eastern
         Daylight Time, to consider the lease assignments or
         lease termination agreements agreed to as a result of
         the Auction;

   (b) approved the Debtors' proposed bidding procedures, and
       terms and conditions of the Auction;

   (c) establish cure amounts for the Leases;

   (d) authorize the Debtors to enter into lease termination
       agreements with landlords, when appropriate;

   (e) authorize the Debtors to abandon personal property in
       connection with the assignment or termination of the
       Leases;

   (f) approve and authorize the sale of the Leases; and

   (g) waive the automatic 10-day stay provided for under Rules
       6004(g) and 6006(d) of the Federal Rules of Bankruptcy
       Procedure.

The Debtors have sought and obtained the Court's permission to
close, and currently in the process of closing their
underperforming stores to aid in their reorganization efforts, and
to ease certain of their liquidity restraints.  Pursuant to the
Court-approved Agency Agreement, the sales at the Closing Stores
are scheduled to last no later than August 31, 2008.  The Debtors
anticipate, however, that the Store Closing Sales will end prior
to July 31, 2008, with respect to certain of the Closing Stores,
and that the rest will end sometime in August.

Contemporaneously, the Debtors have engaged DJM Asset Management,
LLC, as special real estate consultants to assist them in
marketing their interests in certain unexpired nonresidential
leaseholds associated with the Closing Stores.

Mark D. Collins, Esq., at Richards, Layton & Finger P.A., in
Wilmington, Delaware, relates that the sale of the Leases by
auction will enable the Debtors to obtain the highest and best
offers for the Leases, thus, maximizing the value of their
bankruptcy estates, and is in the best interests of the Debtors,
their creditors and other parties-in-interest.  He notes that the
marketing program established by DJM is sufficient to provide
adequate notice to interested and potential purchasers of the
Sale.

                   Proposed Bidding Procedures

If the Debtors receive more than one offer for a Lease, an
auction will be conducted.  In order to bid, a bidder must submit
a written bid for any number of Leases no later than July 21,
2008, to certain notice parties, which include the U.S. Trustee
Office and the Debtors' and the Official Committee of Unsecured
Creditors' counsel.

To maximize the value of their real estate assets, the Debtors
reserve the right, prior to the Auction, to enter into (i) an
agreement of assumption and assignment of Lease with a
prospective assignee, or (ii) a lease termination agreement in
the case of a landlord bidding on a Lease, to which the landlord
is a party.  The Debtors also propose to pay to the prospective
"stalking horse" assignee a break-up fee of 3% of its aggregate
bid.

If the Debtors desire to enter into an Assumption and Assignment
Agreement with a stalking horse assignee for multiple leasehold
interests, the Debtors may entitle that assignee to price
reduction, in the event a successful bid from another bidder at
the Auction equal to an amount not less than the Break-up Fee and
not greater than 103% of the assignee's allocated price per
Leasehold Interest, which was successfully bid upon by the other
bidder.

For a regular bid, the deposit will be equal to the greater of
(i) 10% of the bid amount, or (ii) $5,000 for each Lease.  For a
landlord bidding on its leased premises, the landlord will
deposit an amount equal to 10% of the cash portion of any bid
over and above cure amounts and any claims waiver.

For a Private Sale Agreement or Stalking Horse Agreement, the
deposit is equal to the greater of (i) 15% of the bid amount, or
(ii) $7,500 for each Lease.

In the event of a failure to consummate a sale of a Lease because
of a breach or failure on the part of a successful bidder with
respect to the Lease, the Debtors will retain the successful
bidder's deposit as liquidated damages, and the next highest or
best qualified bidder will be deemed the successful bidder, and
will consummate the sale of the Lease without further order of
the Court.

               Cure Amounts and Adequate Assurance

The Debtors believe that they are current on all obligations
under the Leases, except for certain cure amounts owed to certain
landlords.  Among the largest proposed cure amounts are:

                                               Proposed
    Landlord/Counterparty                   Cure Amount
    ---------------------                   -----------
    CLPF-600 NMA, LP                           $730,718
    Columbia Retail Deer Grove Center           527,114
    Marc Realty, LLC                            380,153
    Ramco Auburn Crossroads SPE LLC             355,831
    Inland Commercial Property Mgmt.            339,650
    DDR Flatiron LLC                            332,777
    Sunshine Land Associates L.P.               289,269

A complete list of the proposed cure amounts is available for
free at:

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

The Debtors also request that any cure amounts deemed by the
Court, or agreed by the Debtors to be due and owing be deemed to
include any other losses under the Leases.  Consequently, payment
of any cure amounts will compensate the appropriate party for any
other loss under the Lease.

                Abandonment of Personal Property

The Debtors request that any personal property remaining at a
closing store location be deemed abandoned without any liability
to any party, to the landlord if the Lease is rejected, or to the
assignee, if the Lease is assumed or assigned.  The Debtors have
determined that any the personal property is of an
inconsequential value of their estates.

The Debtors also seek authority to sell each of the Leases free
and clear of any and all liens, claims and encumbrances, which
may be asserted.

Mr. Collins contends that there are compelling reasons and sound
business justifications for the Court to authorize the sale of
the Leases as proposed.  He asserts that approval of the sale at
this point in the Debtors' Chapter 11 cases is necessary to
maximize the value to the estates, and will minimize the amount
of administrative rent incurred on the Closing Stores following
the completion of the Store Closing Sales.

The Debtors risk the deterioration in value of the Leases, and
the incurrence of administrative expenses if the Auction is not
conducted and sales are not authorized promptly, Mr. Collins
further argues.  He adds that if the Debtors are forced to
maintain and market the Leases for an extended period of time,
there is a high likelihood of the Leases losing value to
potential purchasers, and increased administrative costs to the
estates.  Hence, the Debtors ask the Court to immediately
consider their request.

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

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

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

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

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

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

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

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

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


LITHIUM TECH: Appoints Teho Kremers as Chief Executive Officer
--------------------------------------------------------------
The Board of Directors of Lithium Technology Corporation appointed
Theo M.M. Kremers as Chief Executive Officer.

Mr. Theo Kremers has over the part 25 years served as CEO and
President for several European and U.S. based IT and High Tech
companies and also serves as Board Member for several other
companies.  Mr. Kremers has a Masters Degree in Electrical
Engineering from the Technical University Eindhoven, the
Netherlands.

"The company's strategy going forward will be to focus on market
recognition and operational excellence" Mr. Kremers said.  "The
company's focus in the past years has been to develop high power
and high energy, large format cylindrical Li-Ion cells and
batteries as well as a cost effective, environmentally friendly
manufacturing technology."

Dr. Klaus Brandt, who has been instrumental in advancing the
company during this developmental stage, will assume the role of
CTO and President of the company and will also continue to serve
as Managing Director of LTC's German subsidiary, GAIA
Akkumulatorenwerke GmbH.

As part of this transition, Mr. Amir Elbaz, CFO of the company,
will transition his Marketing and Sales responsibilities to the
newly appointed CEO.

Going forward the company will discontinue its flat cell
production at the company's headquarters in Plymouth Meeting,
Pennsylvania.  This step is necessary to allow the company to
focus all its efforts on cylindrical cells that are its core
competency.  Now that its customers are moving away from prototype
solutions and proof of concepts to the first phase of market
entry, there is a need to supply larger volumes of both Li-Ion
cells and batteries.  The company will expand its present
manufacturing capability in Germany and will seek opportunities
including the formation of joint ventures to enable the supply of
larger volumes of standardized cells and batteries.

                    About Lithium Technology

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

                       Going Concern Doubt

In a letter dated May 13, 2008, Amper, Politziner & Mattia, P.C.,
raised substantial doubt on the ability of Lithium Technology
Corporation to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2007.  
The auditor pointed to the company's recurring losses from
operations since inception and working capital deficiency.

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

                        Bankruptcy Warning

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


MAAX CORP: Files for Chapter 15, Sells Assets to Brookfield
-----------------------------------------------------------
Canada-based MAAX Corporation, along with its 10 affiliates, filed
chapter 15 petitions on July 14, 2008, with the U.S. Bankruptcy
Court for the District of Delaware.

Foreign entities undergoing reorganization or winding-down in
their home country file chapter 15 of the U.S. Bankruptcy Code to
obtain protection from their U.S. creditors.

In a court filing, Quebec Court-appointed monitor, Alvarez &
Marsal Canada ULC said that the MAAX Group is insolvent and unable
to meet its obligations to Brookfield Bridge Lending Fund Inc.  
The monitor pointed to large reductions in EBITDA arising from
significant declines in the U.S. housing market and sales, high
oil prices and corresponding increases in freight costs and raw
material prices.  Adjusted EBITDA declined from C$60.2 million in
fiscal 2005 to C$26.5 million in fiscal 2008.

Brookfield is the administrative and collateral agent and senior
secured lender under a credit and guaranty agreement dated Jan. 9,
2007 involving holders of 9.75% senior subordinated notes due 2012
in the aggregate amount of $150 million.  MAAX Corporation issued
the senior subordinated notes pursuant to an indenture dated
June 4, 2004.

The monitor said that MAAX Group has pursued a number of
alternatives to improve its capital structure or refinance, but it
was not able to consummate a transaction.  On Jan. 7, 2008,
certain MAAX entities entered into a forbearance agreement with
Brookfield to enable MAAX Group to continue to explore and pursue
strategic alternatives.  The forbearance agreement was amended and
extended on March 19, 2008, and again on April 1, 2008.

In April 2008, Alvarez & Marsal Securities LLC commenced a
comprehensive marketing and sale of MAAX Group products and
businesses while MAAX Group continued its recapitalization
efforts.

          Sale of Substantially All Assets to Brookfield

On June 12, 2008, MAAX issued a release saying it has entered into
an asset purchase agreement with Brookfield concerning a
transaction.  Under that agreement, Brookfield will acquire
substantially all of the assets and property of MAAX and its
affiliates.

The sale transaction preserves the MAAX business and ensures its
continuance as a successful competitor in the marketplace.  The
sale transaction's key elements include:

    * Brookfield will assume substantially all of the company's
      trade obligations and the continued employment of
      substantially all of the company's employees as set out in
      the asset purchase agreement;

    * Brookfield will continue to fulfill the company's
      obligations to its customers and suppliers as set out in
      the asset purchase agreement;

    * the purchase price is the amount owing under the company's
      senior secured credit facility, plus the assumption by
      Brookfield of the assumed liabilities; and

    * the sale transaction is expected to close within 60 days.

"This transaction will place the MAAX business on a much stronger
financial footing that will enable it to focus on building upon
its competitive position and positive reputation," said Paul
Golden, the company's President and CEO.  "It preserves the MAAX
business and ensures its continuance as a successful competitor in
the marketplace."

Pursuant to an agreement dated July 2, 2008, 25 holders
representing about 86% in value of the senior subordinated notes,
and indenture trustee, U.S. Bank Trust National Association, have
consented to the sale to Brookfield.

Brookfield has agreed to a $5 million payment to the indenture
trustee prior to the closing out of MAAX's line of credit.

The sale transaction will be implemented through a Court-
supervised process.

                  Protection Under CCAA (Canada)

MAAX has applied for and obtained on June 12, 2008, an order of
the Superior Court of the Province of Quebec (Commercial Division)
to initiate proceedings under the Companies' Creditors Arrangement
Act.  These proceedings are limited to the company's operations in
Canada and do not apply to those in the United States or Europe.

The sale transaction hearing before the Superior Court of the
Province of Quebec (Commercial Division) was set June 26, 2008.

The CCAA process will not affect the company's day-to-day
operations, MAAX said.  MAAX has access to the funding necessary
to maintain operations and the business will continue without
disruption during the CCAA period. As part of the Initial CCAA
order, the Quebec Court has approved an amendment to the company's
existing credit facilities with Brookfield that provide MAAX with
an additional C$30 million of available financing.

As part of the sale transaction, MAAX will continue pay its
suppliers for all goods and services in the ordinary course.
Brookfield is assuming the co-op, rebate, warranty claim and other
provisions of its current customer agreements, and the company
anticipates that these will continue to be honored without
interruption.

"Our sales in Canada remain strong," Mr. Golden added. "We have
plans to continue growing our leadership position and market share
in the United States, and we expect that the completion of the
Sale Transaction will enable MAAX to emerge as a stronger company
for the long term in North America and Europe."

By order dated July 10, 2008, the Quebec Court entered an extended
initial order adding the U.S. entities as debtors in the Canadian
proceedings.

                    Sale of Spa Division Halted

MAAX Group's Spa business, which accounts for about 9% of
consolidated sales and was experiencing negative EBITDA, was
designated as a non-core business.  The Spa business was subject
to a letter of intent at the time of the sale process and was not
included in the marketing efforts of Alvarez & Marsal Securities.

On June 5, 2008, MAAX disclosed that it would not proceed with the
sale of MAAX Spas (Arizona) Inc.   MAAX said that  MAAX Spas will
continue to be managed under its current operating structure and
the management team remains committed to delivering high quality
products and services to all its stakeholders.

                        MAAX Group's Debts

The senior secured facility is MAAX Group's most significant debt,
Alvarez & Marsal said in a court filing.  The senior secured
facility consists of two term loans, one of C$42.4 million and
another of C$151.7 million.  The senior secured facility also has
about C$110 million of aggregate commitments under a revolving
credit facility, which includes a C$4 million swingline facility
provided by HSBC Bank Canada.  As of July 4, 2008, about
C$277 million remained outstanding under the senior secured
facility.

MAAX Corporation also issued senior subordinated notes, guaranteed
on a subordinated basis by the MAAX Group.  MAAX Canada also
issued an unsecured hybrid note of about C$300 million payable to
MAAX Corporation.

                            About MAAX

Quebec, Canada-based MAAX Corporation -- http://www.maax.com/--  
is a North American manufacturer of award-winning bathroom
products and spas for the residential housing market.  The company
offers products through plumbing wholesalers, bath and spa
specialty boutiques and home improvement centers.  The company
currently employs more than 2,000 people in 16 plants and
independent distribution centers throughout North America and
Europe.  MAAX Corporation is a subsidiary of Beauceland
Corporation, itself a wholly owned subsidiary of MAAX Holdings,
Inc.

MAAX Canada is the principal operating entity in the MAAX Group.  
About 94% of aggregate EBITDA for the Northern American business
was generated in Canada in fiscal 2008.  About 45% of the total
corporate overhead costs incurred in Canada are allocated to the
U.S. entities, with the remaining 55% allocated to the Canadian
entities.  Majority of MAAX Group's bank accounts are with HSBC
Bank Canada.

On June 12, 2008, MAAX Corporation and its 10 affiliates sought
and obtained order from the Superior Court of the Province of
Quebec (Commercial Division) granting the companies protection
under the Companies Creditors Arragement Act (Canada).  Alvarez &
Marsal Canada ULC was appointed by the Quebec Court as the
Debtors' monitor.  Buchanan Ingersoll & Rooney and Allen & Overy
LLP is counsel to the monitor.

The Debtors filed their chapter 15 petition on July 14, 2008
(Bankr. D. Del. Case Nos. 08-11443 through 08-11453).  John Henry
Knight, Esq., at Richards, Layton & Finger, P.A. and Mary Caloway,
Esq., at Buchanan Ingersoll & Rooney PC, represent the Debtors in
their chapter 15 cases.  Judge Christopher S. Sontchi presides
over the chapter 15 cases.  The Debtors listed US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.


MAAX CORP: Chapter 15 Petition Summary
--------------------------------------
Chapter 15 Petitioner: Alvarez & Marsal Canada ULC

Chapter 15 Lead Debtor: MAAX Corp.
                        dba 3087229 Nova Scotia Co.
                        160 St. Joseph Blvd.
                        Lachine
                        Quebec
                        Canada

Chapter 15 Case No.: 08-11443

Debtor-affiliates filing separate Chapter 15 petitions:

        Entity                                     Case No.
        ------                                     --------
        MAAX Canada, Inc.                          08-11444
        MAAX-Hydro Swirl Manufacturing Corp.       08-11445
        4200217 Canada, Inc.                       08-11446
        MAAX Spas (Ontario), Inc.                  08-11447
        MAAX Cabinets, Inc.                        08-11448
        MAAX KSD, LLC                              08-11449
        MAAX Midwest, Inc.                         08-11450
        MAAX Spas (Arizona), Inc.                  08-11451
        Aker Plastics Co., Inc.                    08-11452
        Pearl Baths, LLC                           08-11453

Type of Business: The Debtors design, manufacture and sell a range
                  of bathroom and spa fixture products, including
                  acrylic, gel coat and thermoplastic bathtubs,
                  showers, whirlpools and bathtub & shower
                  surrounds, as well as shower doors and medicine
                  cabinets.  See http://www.maax.com/

Chapter 15 Petition Date: July 14, 2008

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Chapter 15 Petitioner's Counsel: John Henry Knight, Esq.
                                 Email: knight@rlf.com
                                 Richards, Layton & Finger, P.A.
                                 One Rodney Square
                                 P.O. BOX 551
                                 Wilmington, DE 19899
                                 Tel: (302) 651-7700
                                 Fax: (302) 651-7701
                                 http://www.rlf.com/

                                       -- and
--                                 

                                 Mary Caloway, Esq.
                                 Email: mcaloway@klettrooney.com
                                 Buchanan Ingersoll & Rooney, PC
                                 1000 W. St., Ste. 1410
                                 Wilmington, DE 19801
                                 Tel: (302) 552-4209
                                 Fax: (302) 552-4295
                                 http://www.klettrooney.com/

MAAX Corp's Financial Condition:

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

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


MAGNA ENTERTAINMENT: Senior Vice President Brant Latta Resigns
--------------------------------------------------------------
Brant Latta ceased to serve as Senior Vice-President, Operations
and as an employee of Magna Entertainment Corp. on June 30, 2008.

Mr. Latta had been the Senior Vice President of Operations of the
company since Oct. 6, 2006.  Prior to that, Mr. Latta served as
the Vice President of Operations of MEC from March 2006 to October
2006 and also served as its Senior Manager of Continuous
Improvement Team from August 2003 to March 2006.  Prior to that,
he served in various senior level capacities within MEC since its
inception.

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

                         *     *     *

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


MANASQUAN CDO: Moody's Cuts Ratings of Two Classes of Notes to C
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of four classes of
notes issued by Manasquan CDO 2005-1, Ltd., and left on review for
possible further downgrade the rating of one of these classes of
notes.  The notes affected by the rating action are:

Class Description: $23,000,000 Class A-1LB Floating Rate Notes Due
2045

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $42,000,000 Class A-2L Floating Rate Notes Due
2045

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

Class Description: $15,000,000 Class B-1 L Floating Rate Notes Due
2045

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

Class Description: $5,000,000 Class B-2L Floating Rate Notes Due
2045

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio as well as the occurrence, as reported by
the trustee on June 27, 2008, of an event of default caused by the
Senior Class A Overcollaterization Ratio falling below 100%, as
described in Section 5.1(f) of the indenture dated Dec. 22, 2005.

Manasquan CDO 2005-1, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.

As provided in Article V of the indenture, during the occurrence
and continuation of an event of default, certain parties to the
transaction may be entitled to direct the trustee to take
particular actions with respect to the collateral and the notes.  
The rating downgrades taken today reflect the increased expected
loss associated with each tranche.  Losses are attributed to
diminished credit quality on the underlying portfolio.

The severity of losses of certain tranches may be different,
however, depending on the timing and choice of remedy to be
pursued following the default event.  Because of this uncertainty,
the rating assigned to the Class A-1LB Notes remains on review for
possible further action.


MCCLATCHY CO: Revenue Decline Prompts S&P to Downgrade Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on The McClatchy Co. to 'B+' from 'BB-'.  The rating
outlook is negative.  The issue-level rating on the senior
unsecured debt assumed from Knight Ridder Inc. also was lowered,
to 'B-' from 'B'.  The recovery rating on the Knight Ridder debt
remains at '6', indicating the expectation for negligible (0% to
10%) recovery in the event of a payment default.
     
At the same time, Standard & Poor's revised the recovery rating on
McClatchy's unsecured credit facility to '2', indicating the
expectation for substantial (70% to 90%) recovery in the event of
a payment default, from '3'.  The 'BB-' issue-level rating on this
debt was affirmed.
     
"The downgrade reflects meaningful declines in revenue and EBITDA
in McClatchy's newspaper publishing business and the likelihood
for further declines over the intermediate term," explained
Standard & Poor's credit analyst Emile Courtney.
     
S&P expect that total revenue could decline in the mid-teens
percentage area and EBITDA could decline in the mid-20% area in
2008.  S&P believe that this would result in the need for
McClatchy to amend its 5x leverage and 2.75x interest coverage
covenants in its senior unsecured guaranteed credit facility in
the second half of 2008.  The company's lenders will likely agree
to temporary covenant relief, largely because McClatchy's leverage
profile, while strained relative to historical levels and expected
to deteriorate further over the intermediate term, compares
favorably with newspaper company peers' and other highly leveraged
borrowers'.

In addition, S&P expect McClatchy to generate declining, but
sufficient, levels of discretionary cash flow over the
intermediate term.  Interest costs will likely rise as the
consequence of any amendment.


MIDWEST AIR: To Cut 40% of Staff as Part of Fleet Reduction
-----------------------------------------------------------
Midwest Airlines said it plans to reduce the workforce of Midwest
Airlines and its Skyway subsidiary by about 1,200 employees, or 40
percent of current staffing levels. The majority of the jobs
affected are related to the airline's previously announced
decision to remove its 12-plane MD-80 fleet from service this
fall, as well as other schedule adjustments to be announced.

"In order to successfully restructure, there is no way to avoid
deep and painful reductions to our current workforce," said
Timothy E. Hoeksema, chairman and chief executive officer. "We
will go about this task with compassion and dignity. Midwest has
always been a place where employees take care of one another -- in
times that are good and in times that are hard. Perhaps more than
any other time in our history, we must hold true to this value."

The company said it would begin notifying affected employees
today. The reductions will take the form of furloughs or position
eliminations, depending on job function. The reductions are spread
throughout the airline's flight operations, inflight, operations,
maintenance and general administrative functions. The effective
date of the reductions will vary by job function, but most will
take place no later than mid-September.

In addition, the company said it is continuing talks this week
with the Airline Pilots Association and the Association of Flight
Attendants, the labor organizations that represent its pilots and
flight attendants, to reach agreements on concessions necessary to
reduce the airline's cost structure.

Midwest Airlines hired Seabury Group, an aviation consultant, to
assist with a restructuring plan.

                     30-Day Restructuring

As reported by the Troubled Company Reporter on June 27, 2008,
Jay Schnedorf, chairman of the Air Line Pilots Association's
Midwest chapter, said that Midwest Air Group Inc. plans to reduce
its fleet and workforce under a 30-day restructuring in order to
prevent a bankruptcy filing.  Reports say that the airline is
scrambling to raise funds as profits dwindle due to rising fuel
prices.

                 Pilots Predict Bankruptcy

As reported by the TCR on July 14, 2008, after failing to strike
collective bargaining agreement with the
management of Midwest Airlines, the carrier's pilots are saying
the company is planning to file for bankruptcy, reports say.

The pilots say Midwest was not bargaining in good faith, and that
the carrier is eyeing a better deal through a bankruptcy filing.  

                        About Midwest Air

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

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


MONTERRA ENTERPRISES: Taps Anna W. Drake P.C. as General Counsel
---------------------------- -----------------------------------
The U.S. Bankruptcy Court for the District of Utah granted
Monterra Enterprises, LLC, authority to employ Anna W. Drake, P.C.
as its general counsel.

The Debtor has agreed to compensate Anna W. Drake, P.C. at its
regular hourly rates.  At present, Anna W. Drake, P.C. charges  
$275 per hour for legal services.

Anna W. Drake, Esq., the sole shareholder of Anna W. Drake, P.C.
assures the Court that her firm has no interest adverse to the
Debtor or its estate.  

Based in St. George, Utah, Monterra Enterprises, LLC filed for
Chapter 11 bankruptcy protection on June 6, 2008 (D. Utah Case No.
08-23641).  When the Debtor filed its schedules, it disclosed
total assets of $31,855,727 and total liabilities of $36,367,256.
                       

MORGAN STANLEY: Moody's Cuts Ratings on Eight Classes of Notes
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Morgan Stanley ACES SPC:

Morgan Stanley ACES SPC, Series 2006-37:

Class Description: $19,000,000 Class IA Secured Floating Rate
Notes due 2016

  -- Prior Rating: A2, on watch for possible downgrade
  -- Current Rating: Baa3

Class Description: JPY1,000,000,000 Class IB Secured Floating Rate
Notes due 2016

  -- Prior Rating: A2, on watch for possible downgrade
  -- Current Rating: Baa3

Class Description: $5,000,000 Class II Secured Floating Rate Notes
due 2016

  -- Prior Rating: A2, on watch for possible downgrade
  -- Current Rating: Baa3

Class Description: $5,700,000 Class IIIA Secured Floating Rate
Notes due 2016

  -- Prior Rating: Baa2, on watch for possible downgrade
  -- Current Rating: Ba3

Class Description: $1,500,000 Class IV Secured Floating Rate Notes
due 2016

  -- Prior Rating: Ba2, on watch for possible downgrade
  -- Current Rating: Caa1

Morgan Stanley ACES SPC, Series 2005-8:

Class Description: $ 6,000,000 Secured Fixed Rate Notes due 2015-2

  -- Prior Rating: Baa2, on watch for possible downgrade
  -- Current Rating: Ba1

Morgan Stanley ACES SPC, Series 2007-7:

Class Description: Rated Notes

  -- Prior Rating: Baa3, on watch for possible downgrade
  -- Current Rating: Ba2

Morgan Stanley ACES SPC, Series 2005-21:

Class Description: Class IA Notes due September 20, 2010

  -- Prior Rating: A3, on watch for possible downgrade
  -- Current Rating: Ba1

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


MORTGAGES LTD: Wants to Access Southwest Value's $125 Million Loan
------------------------------------------------------------------
Mortgages Ltd. asks the United States Bankruptcy Court for the
District of Arizona for authority to obtain up to $125,000,000 in
postpetition financing from Southwest Value Partners.

The committed $125,000,000 financing is comprised of:

   i) a $5,000,000 revolving line of credit, which will be used
      to:

      -- fund working capital needs,

      -- pay off a $500,000 prepetition loan made by the lender to
         the Debtor, and

      -- pay down by $2,250,000 a debt owed by the Debtor to
         Artemis Realty Capital, LLC from the release of a lien
         held by Artemis on real property of the Debtor at Central
         and Highland avenues in Phoenix; and

  ii) a $120,000 construction line of credit to finance the
      completion of certain projects that are the subject of
      prepetition loans by the Debtor at present.

Under the credit agreement, the $5,000,000 revolving line
of credit bears interest rate at 11%, while the $120,000,000
construction line of credit incurs 12% interest rate, plus
preferred return of up to 20% of funded amount based upon level
of recovery by the Debtor's investors in the projects.

Several parties have filed objections to the Debtor's DIP request,
including Central & Monroe, LLC, and Osborn III Partners, LLC, who
have significant claims against the estate, assert that the
Debtor's proposed lender may have a pre-existing relationship with
the Debtor that needs to be disclosed in detail.  Central and
Osborn filed an involuntary petition under Chapter 7 against the
Debtor on June 20, 2008.  The Debtor argues that the involuntary
petition was improper and was filed in bad faith by Central and
Osborn.  The Debtor points out that Central and Osborn are not
eligible creditors within the meaning of Section 303(b)(1).

The Debtor tells the Court that it has an urgent need to use up to
$500,000 from the $5,000,000 revolving line of credit to fund
operations, on the interim basis.

The DIP lien is subject to carve-outs for payment to professional
advisors to the Debtors and the committee, and fees required
to be paid to the clerk of the bankruptcy court.  There is a
$750,000 carve-out for payment of fees and expenses incurred by
professional advisors retained by the Debtor and the committee.

To secure its DIP obligation, the lender will be granted a
superpriority administrative expense claim status over all
administrative expense claims and unsecured claims against the
Debtor under Section 364(c)(1) of the Bankruptcy Code.

Furthermore, the Debtor together with MCA Financial Group Ltd.,
as financial advisor, prepared a 12-week cash flow projection
which shows that the Debtor has insufficient available sources of
working capital and financing to operate its business without the
DIP credit facility.

A full-text copy of the credit agreement is available for free
at http://ResearchArchives.com/t/s?2f74

A full-text copy of the 12 week cash flow is available for free
at http://ResearchArchives.com/t/s?2f75

                       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.  As of Dec. 31, 2007, the Debtor
had total assets of $358,416,681 and total debts of $350,169,423.


MORTGAGES LTD: Taps Jennings, Strouss as General Counsel
--------------------------------------------------------
Mortgages Ltd. asks the United States Bankruptcy Court for the
District of Arizona for permission to employ Jennings, Strouss &
Salmon P.L.C. as its general counsel.

As reported in the Troubled Company Reporter on July 11, 2008,
Todd A. Burgess, Esq., at Greenberg Traurig LLP, was dismissed by
the Court as counsel to the Debtor.

Jennings Strouss will:

   a) assist, advice and represent the Debtor in connection with
      the administration of the Debtor's case;

   b) advise the Debtor with respect to its powers and duties as
      debtor-in-possession in the continued management and
      operation of its business and properties;

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

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

   e) prepare on behalf of the Debtor all motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the estate;

   f) negotiate, solicit and obtain court approval on the Debtor's
      behalf plan(s) of reorganization, disclosure statements, and
      all related agreements and documents, and take any necessary
      action on behalf of the Debtor to obtain confirmation of the
      plan(s);

   g) appear before the Court, any appellate courts, and the
      United States Trustee, and protect the interests of the
      Debtor's estate before the courts and the United States
      Trustee; and

   h) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtor in connection
      with the Chapter 11 case.

The firm's principal attorneys and their compensation rates are:

     Professionals                Hourly Rates
     -------------                ------------
     Carolyn J. Johnsen, Esq.         $425
     Bradley J. Stevens, Esq.         $390
     Brian Spector, Esq.              $385
     Todd Adkins, Esq.                $175

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

                       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.  As of Dec. 31, 2007, the Debtor
had total assets of $358,416,681 and total debts of $350,169,423.


MSC 2007-SRR3: Fitch Puts Six Low-B Ratings Under Negative Watch
----------------------------------------------------------------
Fitch Ratings has placed these classes of variable floating-rate
notes from MSC 2007-SRR3, Ltd./LLC on Rating Watch Negative:

  -- $10,541,250 class K 'BBB-';
  -- $15,854,040 class L 'BBB-';
  -- $9,491,810 class M 'BB+';
  -- $4,000,990 class N 'BB';
  -- $3,007,770 class O 'BB-';
  -- $3,495,010 class P 'B+';
  -- $2,501,790 class Q 'B';
  -- $1,499,200 class R 'B-'.

The placement of the classes on RWN reflects the decline in the
portfolio credit quality resulting from Fitch's downgrades of five
tranches within five CMBS B-Piece resecuritizations (10.7% of the
portfolio).  MSC 2007-SRR3 represents a synthetic collateralized
debt obligation transaction that references a static portfolio
consisting of 89.3% of commercial mortgage backed securities and
10.7% of CMBS B-Piece resecuritizations.  The transaction is
designed to provide credit protection for realized losses on a
reference portfolio through a credit default swap between the
issuer and the swap counterparty, Morgan Stanley Capital Services
Inc.

The initial ratings were based on the quality of the portfolio
assets which had a Fitch weighted average rating of 'BBB/BBB-',
the credit enhancement provided by the subordination for each
tranche and the protection incorporated within the structure.  
After accounting for the downgrades to approximately 10.7% of the
collateral, which are CMBS B-Piece resecuritizations, the average
rating is nearing 'BBB-' and no longer supports the ratings for
the classes placed on Rating Watch Negative.

Proceeds from the securities are invested in a pool of eligible
investments, which are protected through the total return swap
agreement between the issuer and MSCS, the TRS counterparty.  The
payment obligations of the TRS counterparty are guaranteed by
Morgan Stanley, the swap counterparty guarantor.  Under the TRS
agreement, MSCS will make periodic interest payments to the issuer
and pay any depreciation in market value with respect to eligible
collateral upon its disposition to the issuer, and the issuer will
pay MSCS all the interest and similar amounts payable with respect
to the eligible collateral.  In addition, the issuer will pay to
MSCS any appreciation in market value of the eligible collateral
upon its disposition.

Fitch is reviewing its structured finance CDO approach and will
comment separately on any changes and potential rating impact at a
later date.  The resolution of this Rating Watch Negative action
will reflect the current portfolio as well as the structural
features of the transactions and will follow the release of
Fitch's revised SF CDO rating criteria.


MW JOHNSON: Section 341(a) Meeting Set for July 31
--------------------------------------------------
The United States Trustee for Region 12 will convene a meeting of
M.W. Johnson Construction Inc.'s creditors at 9:30 a.m., on
July 31, 2008, at the U.S. Courthouse, Room 1017, 300 South Fourth
Street, Minneapolis, Minnesota.

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.

                        About M.W. Johnson

Lakeville, Minnesota-based M.W. Johnson Construction Inc. --
http://www.mwjohnson.com/-- and M.W. Johnson Construction of   
Florida Inc. are custom homebuilders.  They filed their chapter 11
petition on June 13, 2008 (Bankr. D. Minn. Case Nos. 08-32874 and
08-32876).  Judge Robert J. Kressel presides over the case.  
Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed estimated assets of
between $50 million and $100 million and estimated debts of
between $50 million and $100 million.


MW JOHNSON: Obtains Court's Interim Nod to Use Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota granted
M.W. Johnson Construction Inc. and M.W. Johnson Construction of
Florida Inc. interim authority to use cash, including cash
collateral of the pre-petition lenders consistent with a budget.

As adequate protection for the use of the pre-petition lenders'
cash collateral, the pre-petition lenders are granted replacement
liens in the security interest of Lenders Builders Mortgage
Company LLC and RBC Real Estate Finance Inc., as successor and
assignee to RBC Bank, in:

  a) the Borrowers Collateral, as set forth in Section 3.1 of the
     post-petition loan, cash collateral and security agreement  
     with BMC and RBC;

  b) the Johnsons Tax Claims;

  c) the Pre-Petition Collateral, which shall extend to the
     Proceeds of such Pre-Petition Collateral collected or created
     by the Debtors post-petition;

pursuant to Sec. 552 of the Bankruptcy Code, having the same
priority, dignity, scope and effect as the pre-petition lien of
the pre-Petition Lenders.

BMC is a secured creditor of Debtors pursuant to the Credit
Agreement and Original Notes.  The amount of the BMC Pre-Petition
Indebtedness is approximately $24,900,762 plus any accrued
interest, fees, and costs not included as of the bankruptcy filing
date, secured by the BMC Pre-Petition Security Interest.

RBC is a secured creditor of Debtors pursuant to the RBC Loan
Agreements and RBC Loan Agreement Obligations.  The amount of the
RBC Loan Agreement Obligations is approximately $34,552,376 plus
any accrued interest, fees, and costs not included as of the
filing date.

As previously reported M.W. Johnson Construction Inc. obtained
interim approval from the Cout on June 19, 2008, to access
$1 million in debtor-in-possession fund from Builders Mortgage Co.
LLC and RBC Real Estate Finance Inc., John Blakeley of The Deal
said.

                        About M.W. Johnson

Lakeville, Minnesota-based M.W. Johnson Construction Inc. --
http://www.mwjohnson.com/-- and M.W. Johnson Construction of   
Florida Inc. are custom homebuilders.  They filed their chapter 11
petition on June 13, 2008 (Bankr. D. Minn. Case Nos. 08-32874 and
08-32876).  Judge Robert J. Kressel presides over the case.  
Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed estimated assets of
between $50 million and $100 million and estimated debts of
between $50 million and $100 million.


MW JOHNSON: Panel May Retain Hinshaw & Culbertson LLP as Attorneys
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Minnesota
granted the Official Committee of Unsecured Creditors appointed in
M.W. Johnson Construction Inc.'s Chapter 11 case, authority to
retain Hinshaw & Culbertson LLP as its attorneys.

In an unsworn statement dated June 27, 2008, Jamie R. Pierce,
Esq., an associate at Hinshaw & Culbertson LLP, told the Court
that the firm does not represent or hold any interest adverse to
the Debtor or its estate.

Mr. Pierce further told the Court that he and Joel D. Nesset,
Esq., will bill $225 per hour for services to be rendered on
behalf of the Committee.

Lakeville, Minnesota-based M.W. Johnson Construction Inc. --
http://www.mwjohnson.com/-- and M.W. Johnson Construction of   
Florida Inc. are custom homebuilders.  They filed their chapter 11
petition on June 13, 2008 (Bankr. D. Minn. Case Nos. 08-32874 and
08-32876).  Judge Robert J. Kressel presides over the case.  
Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed estimated assets of
between $50 million and $100 million and estimated debts of
between $50 million and $100 million.


MW JOHNSON: U.S. Trustee Names 3-Member Creditors Panel
---------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Habbo G.
Fokkena, United States Trustee for Region 12, appointed three
creditors to the Official Committee of Unsecured
Creditors in M.W. Johnson Construction Inc.'s Chapter 11 case.

The Creditors Committee consists of:

   (1) Stewart Plumbing Inc.
       Attn: Scott R. Stewart
       13025 George Weber Drive
       Rogers, MN 55374
       Tel: (763) 428-1833

   (2) Abbey Carpet & Floor
       Attn: Kirk Johnson
       6808 151st Street W
       Suite 104
       Apple Valley, MN 55124
       Tel: (952) 891-5100

   (3) Bob Kilian Electric Company
       Attn: Steve Long
       12075 43rd Street NE
       Suite 100
       St. Michael, MN 55376

Lakeville, Minnesota-based M.W. Johnson Construction Inc. --
http://www.mwjohnson.com/-- and M.W. Johnson Construction of   
Florida Inc. are custom homebuilders.  They filed their chapter 11
petition on June 13, 2008 (Bankr. D. Minn. Case Nos. 08-32874 and
08-32876).  Judge Robert J. Kressel presides over the case.  
Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed estimated assets of
between $50 million and $100 million and estimated debts of
between $50 million and $100 million.


MW JOHNSON: Can Employ Lighthouse as Financial Consultant
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota granted
M.W. Johnson Construction Inc. and its debtor affiliate, M.W.
Johnson Construction of Florida Inc., authority to employ
Lighthouse Management Group Inc. as their financial consultant.

James A. Bartholomew, the president of Lighthouse Management Group
Inc., assured the Court that the firm does not hold or represent
any interest adverse to the Debtors or their estate.  To the best
of the Debtors' knowledge, the firm is disinterested.

As compensation for their services, James Bartholomew and Tim
Becker will charge $275 per hour, while Mark Allen, Patrick Finn
and Susan Mack will charge $225 per hour.

Lakeville, Minnesota-based M.W. Johnson Construction Inc. --
http://www.mwjohnson.com/-- and M.W. Johnson Construction of   
Florida Inc. are custom homebuilders.  They filed their chapter 11
petition on June 13, 2008 (Bankr. D. Minn. Case Nos. 08-32874 and
08-32876).  Judge Robert J. Kressel presides over the case.  
Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed estimated assets of
between $50 million and $100 million and estimated debts of
between $50 million and $100 million.


NATIONAL CITY: Quells Rumors of Unusual Depositor Activity
----------------------------------------------------------
National City Corporation, in response to market rumors, issued a
statement on Monday saying it is experiencing no unusual depositor
or creditor activity.

"As of the close of Friday's business, the bank maintained more
than $12 billion of excess short-term liquidity. Further, as a
result of our recent $7 billion capital raise, National City
maintains one of the highest Tier I regulatory capital ratios
among large banks," it said in an exhibit filed with the
Securities and Exchange Commission.

Bloomberg News says National City, together with Washington Mutual
Inc., "led led the steepest-ever decline in the two-decade history
of an index of bank stocks after IndyMac Bancorp Inc.'s collapse
spurred concern more lenders are vulnerable to bad home loans."

WaMu slid $1.72, or 35 percent, to $3.23 at 4:01 p.m., and
National City dropped 65 cents, or 14 percent, to $3.77 in New
York Stock Exchange composite trading, Bloomberg noted.

As reported by the Troubled Company Reporter on April 22, 2008,
National City approved the raising of $7 billion of additional
equity capital.  The capital raise includes $985 million of
private equity capital from Corsair Capital, a private equity
firm.  The balance, or $6 billion, of equity capital is being
purchased by other investors, including several of National City's
largest current institutional stockholders.

Separately, that time, National City also released its first
quarter 2008 results, reporting a net loss of $171 million,
compared to a net loss of $333 million in the fourth quarter of
2007.

                        Balance Sheet

At March 31, 2008, total assets were $155.0 billion and
stockholders' equity was $13.2 billion or 8.5% of total assets.  
At March 31, 2008, total deposits were $98.5 billion, including
core deposits of $89.1 billion.  Tangible equity to assets was
5.00% at March 31, 2008, compared to 5.29% at Dec. 31, 2007.  The
company's Tier 1 capital was 6.65% at March 31, 2008, which is
above the "well-capitalized" threshold of 6.00%.  The Corporation
had no share repurchases in the first quarter of 2008 and none are
planned.

As reported by the TCR on June 9, 2008, National City Corp.'s
banking unit has entered into a confidential agreement with the
Office of the Comptroller of the Currency  that effectively put
the bank on probation.

The TCR, citing The Wall Street Journal, reported that the terms
of the agreement with National City aren't disclosed, however,
regulators usually urge banks to maintain adequate capital and
improve lending standards.  According to WSJ, National City has
been severely contracting its mortgage and home-equity lending,
laying off hundreds of employees in the process.

                About National City Corporation

Headqurtered in Cleveland, Ohio, National City Corporation --
http://www.nationalcity.com/-- is financial holding company that    
operates through an extensive distribution network in Ohio,
Florida, Illinois, Indiana, Kentucky, Michigan, Missouri,
Pennsylvania, and Wisconsin, and also conducts selected lending
and other financial services businesses on a nationwide basis. The
primary source of National City's revenue is net interest income
from loans and deposits, revenue from loan sales and servicing,
and fees from financial services provided to customers.  Its
operations are primarily conducted through more than 1,400 branch
banking offices located within National City's nine-state
footprint.  In addition, National City operates over 410 retail
mortgage offices throughout the United States.


NEMASKET REALTY: Case Summary & Seven Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Nemasket Realty LLC
        92 Main Street
        Kingston, MA 02364

Bankruptcy Case No.: 08-15083

Chapter 11 Petition Date: July 10, 2008

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Earl D. Munroe, Esq.
                  (emunroe@munroelaw.com)
                  Munroe & Chew
                  5 Broadway
                  Saugus, MA 01906
                  Tel: (617) 848-1218
                  Fax: (617) 507-8377

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

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

Debtor's list of its seven largest unsecured creditors:

   Entity                               Claim Amount
   ------                               ------------
William Jenkins                             $195,000
35 Eagle Drive
Canton, MA 02021

Henry Buletti                                $97,500
33 Lovejoy Lane
Meredith, NH 03253

Elliott M. Sherman, Esq.                     $65,000
45 Fairfield Street
Boston, MA 02116

Town of Middleborough                        $11,605

One Becon Insurance Co.                       $3,668

Standish Oil Co.                                $352

Middleboro Electric Company                     $197


NEPTUNE CDO: Collateral Decline Cues Fitch to Cut Five Note Rtngs
-----------------------------------------------------------------
Fitch Ratings has downgraded five classes of notes issued by
Neptune CDO II, Ltd. and Neptune CDO II (Delaware), LLC.  Fitch
has also removed all five classes of notes from Rating Watch
Negative.  These rating actions are effective immediately:

  -- $168,720,346 class A-1 to 'B' from 'A';
  -- $52,000,000 class A-2 to 'CC' from 'BBB';
  -- $18,000,000 class B to 'CC' from 'BB';
  -- $6,167,895 class C to 'C' from 'B';
  -- $11,315,480 class D to 'C' from 'CCC'.

Fitch originally placed all classes on Rating Watch Negative on
Feb. 27, 2008.

Neptune II is a cash flow structured finance collateralized debt
obligation that closed on July 26, 2005 and is managed by Chotin
Fund Management Corporation, formerly known as Fund America
Management Corporation.  The portfolio is comprised primarily of
U.S. subprime residential mortgage-backed securities (72.7%),
Alternative-A RMBS (7.8%), Prime RMBS (10.5%) and SF CDOs (4.2%).  
Subprime RMBS bonds of the 2005, 2006 and 2007 vintages account
for approximately 65.2% of the portfolio.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS,
Alt-A RMBS and SF CDOs with underlying exposure to subprime RMBS.
Since November 2007, approximately 62.8% of the portfolio has been
downgraded, with 8.9% of the portfolio currently on Rating Watch
Negative.  This credit deterioration includes 61.5% of the
portfolio that now carries a rating below the rating Fitch assumed
in the November 2007 review.  Assets rated below investment grade
currently represent 61.8% of the portfolio, and 29.7% of the
portfolio is now rated 'CCC+' or below.

The collateral deterioration has caused each of the
overcollateralization tests to fall below 100% and fail their
respective triggers.  As of the trustee report dated May 30, 2008,
the class A/B OC ratio was 89.5%, the class C OC ratio was 87.2%
and the class D OC ratio was 83.4%.  Due to these OC test
failures, cash flows have been diverted to pay down the class A-1
notes, and payment of interest to the class C and class D notes
has been made in kind by writing up the principal balance of each
class by the amount of interest owed.

The ratings on the class A-1, A-2 and B notes address the timely
receipt of scheduled interest payments and the ultimate receipt of
principal as per the transaction's governing documents.  The
ratings on classes C and D address the ultimate receipt of
interest payments and ultimate receipt of principal as per the
transaction's governing documents.  The ratings are based upon the
capital structure of the transaction, the quality of the
collateral, and the protections incorporated within the structure.


OMNI FINANCIAL: Has Until October 8 to Comply with Nasdaq Criteria
------------------------------------------------------------------
Omni Financial Services Inc. received a letter from the Listing
Qualifications Staff of The Nasdaq Stock Market notifying the
company that it fails to comply with Nasdaq's minimum market value
of publicly held shares requirement for continued listing set
forth in Nasdaq Marketplace Rule 4450(a)(2), which requires
companies to maintain a MVPHS of $5,000,000.

In accordance with Marketplace Rule 4450(e)(1), the company will
be provided 90 calendar days, or until Oct. 8, 2008, to regain
compliance.  If, at anytime before Oct. 8, 2008, the MVPHS of the
company's common stock is $5,000,000 or greater for a minimum of
10 consecutive trading days, the Staff will provide written
notification to the company that it has achieved compliance with
the Rule.

If the company does not regain compliance with the Rule by Oct. 8,
2008, the company's common stock is subject to delisting.  At that
time, the company may appeal the Staff's determination to delist
its securities to a Listing Qualifications Panel.

                About Omni Financial Services Inc.

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

                      Defer Interest Payment

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

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

                          *      *      *

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

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


PINE TREE III: Moody's Cuts Rating of Notes Eight Notches to B2
---------------------------------------------------------------
Moody's Investors Service has downgraded these notes:

Class Description: Pine Tree III: $4,000,000 Secured Floating Rate
Credit Linked Notes Due 2012, Series 2005-4

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B2

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


PIXELPLUS CO: KPMG Samjong Expresses Going Concern Doubt
--------------------------------------------------------
KPMG Samjong Accounting Corp. in Seoul, Korea, raised substantial
doubt about Pixelplus Co., Ltd.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations making a significant
decrease in net capital.

The company posted net loss of KRW7,856,000,000 ($8,395,000) on
total revenues of KRW17,590,000,000 ($18,797,000) for the year
ended Dec. 31, 2007, as compared with a net loss of
KRW17,369,000,000 on total revenues of KRW31,996,000,000 in the
prior year.

Cash used in operating activities was KRW4,200,000,000 in 2007,
which principally reflects the company's net loss of
KRW7,900,000,000 and positive cash flow adjustments such as a
KRW2,000,000,000 decrease in inventories and a KRW1,8000,000,000
decrease in accounts receivables.

The company's working capital balance as of Dec. 31, 2007, was
KRW5,000,000,000 compared with KRW12,200,000,000 as of Dec. 31,
2006.  The decrease of KRW7,200,000,000 in the company's working
capital balance was primarily due to a KRW11,600,000,000 decrease
in cash and cash equivalent and a decrease in inventories and
accounts receivables, caused by a delay in the launch schedule for  
its new products.

For investing activities, the company used cash of about
KRW5,730,000,000 in 2007 compared with KRW3,139,000,000 in 2006.  
Cash outflow in 2007 was mainly due to a cash outflow of
KRW5,055,000,000 used for increase of restricted deposit and
KRW2,850,000,000 used for purchase of property and equipment.  
Also, the company received proceeds of KRW1,400,000,000 from
disposal of memberships in 2007.  For financing activities, the
company used KRW1,638,000,000 in 2007, compared with
KRW2,918,000,000 in 2006.  Cash used in financing activities for
both years were mainly due to the net repayment of borrowings,
which amounted to KRW1,829,000,000 in 2007 and KRW3,118,000,000 in
2006.

The company's highly customized new third generation PO4010 CIF
image sensors based on PlusPixel2(TM) technology is expected to be
featured in the mobile camera phones of Samsung Electro-Mechanics
Co., Ltd., and Pantech Co, Ltd.  In December 2007, the company
started shipment of its PO4010 CIF image sensors to Samsung
Techwin Co, Ltd., which will assemble and supply completed modules
incorporating these image sensors for use in upcoming mobile
camera phones of SEMC.  Separately, the company started shipment
of its third generation image sensors to KTF Technologies, Inc.,
through MCNEX Co., Ltd., as well as to certain other module
companies.  Although there are no firm purchase commitments, sales
of the company's PO4010 CIF image sensors are projected to
steadily increase in 2008; monthly sales during the four-month
period ending April 2008 doubled each month with total sales for
the period of nearly US$1,100 thousand.  Accordingly, management
expects to record around US$19 million in sales for fiscal year
2008.

Outside of Korea, the company started to introduce its new third
generation image sensors to the overseas markets.  Specifically,
in an effort to improve business operations in China, the company
closed its office in Shanghai and established a new entity in
Shenyang, Pixelplus Electronics Shenyang Co., Ltd, to reduce
administration costs.  The company also launched its other new
third generation PO6030 VGA image sensors and PS7030 VGA Bayer
image sensors and continues to engage in activities with large
companies having significant market share in China and Taiwan in
an effort to penetrate these markets.

In addition, a prominent game manufacturing company located in
China tested and conducted trials of the company's PO5030 VGA
image sensor, which the company co-developed with Sharp
Corporation of Japan.  Based on its tests and trials, this Chinese
game manufacturing company selected the company’s co-developed
PO5030 to be used in their products.

Currently, the company is also developing new products in the
security and surveillance market, which includes CCTV, toy
cameras, door phone cameras, and other related security and
surveillance video cameras.  The United States National Television
Systems Committee/Phase Alternation by Line image sensor is well
suited for these cameras.  The company has supplied its NTSC/PAL
image sensors to the domestic and Chinese markets since 2004.  The
company's NTSC/PAL is highly integrated, delivers an advanced
level of image quality, and operates well under low light
conditions.  This product also offers a single chip solution that
will enable manufacturing of this product to be simple, efficient,
and cost-effective.

With NTSC/PAL and new line of third generation products, the
Company expects to achieve an increase in revenues starting in the
second half of fiscal 2008.  Due to a steady increase in demand
worldwide, including Korea, China, Europe, and Central and South
America, the company continues to focus on penetrating these
markets with its new third generation image sensors.

Compared to 2006, the company's productivity in terms of the
number of chips per wafer increased in 2007.  Moreover, the
company has considered and implemented various methods to reduce
costs by working closely with fabrication foundries.  Also, since
the beginning of 2007, the company has restructured its
subsidiaries and downsized its employees to control expenses and
cut costs.  Separately, the company is contemplating certain
alternatives to improve its cash position including sale of
tangible assets, borrowing additional funds from banks and
issuance of convertible bonds or bonds with warrants amounting to
KRW3,000,000,000 in the third quarter of 2008.

                           Balance Sheet

At Dec. 31, 2007, the company's balance sheet showed
KRW19,203,000,000 ($20,521,000) in total assets, KRW8,563,000,000
($9,150,000) in total liabilities, and KRW10,640,000,000
($11,371,000) in total stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2f71

                        About Pixelplus Co.

Pixelplus Co., Ltd., (NasdaqGM: PXPL) -- http://www.pixelplus.com/
-- offers complementary metal oxide semiconductor image sensor
devices that are used to capture and convert images into digital
signals for display or transmission in mobile camera phones,
personal computer cameras, and security and surveillance systems.  
It also provides engineering, technology, and other services,
including CMOS image sensor design, product customization
services, manufacturing process consulting, product probe testing,
customer support, and technical services.  The company, through
its subsidiaries, manufactures modules purchased from the company
into CMOS image sensors, as well as distributes the company's
products in the form of wafers, chips, or modules. It sells its
products to designers and manufacturers of mobile phones, camera
modules, and other electronic imaging products through direct
sales force, as well as through a network of authorized
international sales agents and distributors.  Pixelplus operates
in the Republic of Korea, the People's Republic of China, other
Asian countries, and the United States.  The company was founded
in 2000 and is based in Suwon-si, South Korea.


PLASTECH ENGINEERED: JCI Says Unit Acquisition to Hurt Earnings
---------------------------------------------------------------
Johnson Controls, Inc. remarked that its acquisition of Plastech
Engineered Products, Inc. and its debtor-affiliates' interior and
underhood business for $199,500,000 will make a dent to its
financial condition, for the interim.

JCI unit JCIM LLC was only required to pay $39,500,000 in cash to
Plastech as the remaining consideration was in the form of the
$160,000,000 of secured debt owed to the first lien term lenders,
led by Goldman Sachs Credit Partners, LP.  JCI has said that in
its joint venture with the term lenders, it will own 70% of the
unit, while the term lenders will control the 30%.

JCI said that its purchase of Plastech will reduce fiscal fourth-
quarter earnings by about 3 cents a share.  While it is foreseen
to incur losses in the near term, the venture is expected to
break even in 2009 and add to earnings by fiscal 2010.  JCI said
that the 29 plants bought by the venture are projected to sell
$1,200,000,000 in component parts, half of those revenues going
to JCI.

Assets sold to JCIM include the Debtors' 51% equity interest in
TrimQuest, LLC.

In its fiscal third second quarter ended March 31, 2008, JCI
recorded net income of $289,000,000 on $7,593,000,000 of sales,
compared to $228,000,000 of net income on $6,841,000,000 of
revenues in the past year.  Diluted earnings per share was $0.48
in three months ended March 31, 2008, compared to $0.38 last
year.

In its latest 10-Q filed with the Securities and Exchange
Commission, JCI noted that future adverse developments in the
automotive industry, which account a significant portion of JCI's
sales, could impact is liquidity position and its financial
solvency.

"Through this new joint venture we are better able to leverage our
scale and operational excellence to improve quality and
profitability. It also creates a strong and reliable supplier
for our customers who have been very supportive of our plans,"
Jeff Williams, Group Vice President and General Manager,
North America for the Automotive Experience business of Johnson
Controls, said in a press release.  "Johnson Controls has
consistently expressed its commitment to growth in the automotive
interiors business and we believe today's transaction will help us
achieve that goal."

                   Employees Wait for JCI Plan

Employees at the Kendallville facility, one of the sites Plastech  
sold to JCI, are awaiting a decision by JCI whether it will
continue or halt operations at the facility, Kendallville Mayor
Suzanne Handshoe said in a report by Journalgazette.net.

"It is a stressful time for Kendallville employees," she said.
None of the 200 plant employees, however, has been laid off since
Plastech filed for bankruptcy in February, the mayor told the
news source, but said JCI is currently reviewing its options with
respect to each of the plants acquired from Plastech.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PLASTECH ENGINEERED: Court Approves Intercreditor Funding Deal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved the settlement agreements between Plastech Engineered
Products Inc. and its debtor-affiliates, and:

    -- the Steering Committee of First Lien Term Loan Lenders and
       the Official Committee of Unsecured Creditors; and

    -- certain First Lien Term Lenders and certain Second
       Lien Term Lenders.

The Debtors believe that the compromises are fair and equitable
and in the best interests of the Debtors, their estates,
creditors and other parties.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, related the Committee Term
Agreement states that:

   (a) the First Lien Term Lenders will promptly make a lump
       sum contribution of $14,000,000 in cash from proceeds of
       the sale of the Debtors' Interiors Business to a  
       liquidation agent, trust or similar entity authorized to
       hold the funds for the sole benefit of the general, non-
       priority unsecured creditors of the estates;

   (b) the First Lien Term Lenders will make available to the
       Debtors' estates (i) up to $17,000,000 to cover 50% of
       the expenses associated with a plan of liquidation and
       the wind down of the Debtors' estates after the closing
       of the sales and (ii) up to $8,500,000 to cover 50% of
       the allowed claims under Section 503(b) of the
       Bankruptcy Code; and

   (c) the Term Lenders will waive any right to receive (i) any
       part of the First Lien Term Lender Contribution and (ii)
       any proceeds of avoidance actions, in each case, whether
       on account of any secured, super-priority, administrative
       priority or other priority, and/or unsecured deficiency
       claim.

A copy of the Term Lenders' Term Sheet is available for free at:

              http://researcharchives.com/t/s?2ef1

In addition, certain Term Lenders representing a majority of
First Lien Term Lenders and certain Term Lenders representing a
majority of Second Lien Term Lenders entered into the
Intercreditor Settlement in furtherance of the sales of the
Debtors' main businesses.

According to Mr. Galardi, the Intercreditor Settlement represents
a compromise of potential disputes under the Intercreditor
Agreement, to which the Debtors are a party.  The Term Lenders
that are parties to the Intercreditor Settlement also covenant to
support the Sales, the Committee Settlement and the settlement
with the Brown Family.

The Intercreditor Settlement provides for an allocation of
proceeds from sales or other disposition of other Fixed
Collateral.  The Debtors have been informed that a copy of the
Intercreditor Settlement has been posted on the Intralinks site
maintained by the agent for the First Lien Term Lenders.

A full-text copy of the Intercreditor Settlement Term Sheet is
available for free at:

              http://researcharchives.com/t/s?2ef2

Mr. Galardi said the approval of the Settlements will result in
substantial contributions to the Debtors' estates for the benefit
of all the major constituencies in the case.  Specifically:

    1. the Committee Settlement provides a direct benefit to
       the Debtors' estates and their creditors by establishing
       a source of funds for the Debtors' general, non-priority
       unsecured creditors, in addition to establishing a source
       of funds through which to pay allowed claims under
       Bankruptcy Code section 503(b)(9); and

    2. the Intercreditor Settlement, in turn, provides
       substantial benefits to the Debtors' estates through the
       agreement to subordinate claims and to support the carve
       outs from the term lenders' collateral.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PLASTECH ENGINEERED: Says $365MM in Term Loans Have Secured Status
------------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
approve their settlement agreement with certain DIP lenders that
resolves $365 million in secured claims.

On Feb. 12, 2007, the Debtors entered into loan facilities with
lenders and Goldman Sachs Credit Partners, L.P.:

   -- $200,000,000 asset-based revolving credit facility with
      Goldman as administrative agent, predecessor to Bank of
      America, N.A.;

   -- a $265,000,000 first lien term loan facility, with Goldman
      as admin. agent and collateral agent, which loan was fully
      drawn as of the bankruptcy filing; and
   
   -- a $100,000,000 second lien term loan, with the Bank of New  
      York, as admin. agent and collateral agent, which loan was
      fully drawn as of the date of bankruptcy.

Upon filing for bankruptcy, the $87,000,000 of DIP financing
funded by the Debtors' major customers, including Chrysler LLC,
provided for an acquisition of the Debtors' debt to lenders under
the prepetition revolving loan facility.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors sought and obtained emergency approval of
a settlement agreement entered into with the First Lien Term
Lenders and the Second Lien Term Lenders.  Pursuant to the
Settlement Agreement, the Debtors agreed to (i) grant secured
status to the Term Lenders' claims and allow the claims in full,
and (ii) release the Term Lenders from any claims and causes of
action.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, relates the Debtors and their
advisors, Jones Day Limited Partnership, conducted an analysis of
the liens of the Term Lenders and have determined that those
liens are valid and properly perfected.  Mr. Galardi adds the
Debtors intend to cooperate fully with the Official Committee of
Unsecured Creditors' investigation of the Liens.

Mr. Galardi avers that the release of claims against the Term
Lenders causes no harm to the Debtors or their estate.  The
Debtors assert the value of the consideration provided by the
Term Lenders under the Committee Settlement and the WindDown
Settlement outweighs any value that could be realized from any
claims or causes of action against them.

Mr. Galardi adds that absent the court approval of the Settlement
Agreement, the Debtors may be unable to consummate the the
$199,500,000 sale of their interiors and underhood business, and
the $25,000,000 sale of their exteriors business, as the proposed
considerations by the winning bidders included credit bids by
Goldman Sachs.

The Settlement Agreement specifically provides for these terms:

   (a) The Debtors confirm that the Term Lenders' secured claims
       for (x) $265,000,000 in principal amount under the First
       Lien Term Loan Credit Agreement, and (y) $100,000,000 in
       principal amount under the Second Lien Term Loan Credit
       Agreement, are allowed and are fully secured claims
       against the Debtors to the extent of any "credit bids" by
       either or both Collateral Agents on behalf of their
       respective Term Lenders and Agents for the Debtors'
       Interiors Business and Exteriors Business;

   (b) In exchange for the consideration provided by the Term
       Lenders pursuant to the Wind-Down Settlement and the
       Committee Settlement, the Debtors agree the Prepetition
       Debt may not be subject to offset, counterclaim,
       recoupment, avoidance, recharacterization or equitable
       subordination by or on behalf of the Debtors and their
       respective estates;

   (c) The Debtors waive and release all claims against all of
       the Term Lenders Parties in connection with the Term Loan
       Facilities, in exchange for the Term Lender Consideration,
       other than claims, counterclaims, defenses, set-offs or
       causes of action against the Agents as a result of any
       claims the Agent may assert against the Debtors, their
       estates or their directors and officers, other than the
       Brown Group;

   (d) The respective liens and security interests of the Term
       Lender Parties in the Debtors' and their estates' assets
       are legal, valid, binding, enforceable, perfected and non-
       avoidable Liens;

   (e) The Debtors waive all claims of rights to surcharge under
       Section 506(c) of the Bankruptcy Code or otherwise against
       the First Lien Second Lien Lenders; and

   (f) The Term Lenders waive and release all claims, other than
       the Prepetition Debt, against all of the Debtors and their
       directors, officers and employees in their capacities as
       directors, officers and employees of the Debtors, in each
       case including all claims under  contract or tort or
       pursuant to any section of the Bankruptcy Code; in each
       case in order to facilitate, among other things, the sales
       of the Interiors Business and Exteriors Business and the
       credit bid(s) of the Collateral Agents under Section
       363(k) of the Bankruptcy Code.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PROGRESSIVE MOLDED: U.S. Trustee Appoints 5-Member Creditors Panel
------------------------------------------------------------------
Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3,
appointed five members to the Official Committee of Unsecured
Creditors in the Progressive Molded Products Inc. and its debtor-
affiliates Chapter 11 case.

The Creditors Committee consists of:

     (1) Wells Fargo Bank, N.A.
         Attn: James R. Lewis
         45 Broadway, 14th Floor
         New York, New York 10006
         Tel: (212) 515-5258
         Fax: (866) 524-4681;
    
     (2) Wilmington Trust Company, N.A.
         Attn: James J. McGinley,
         Managing Director
         520 Madison Avenue, 33rd Floor
         New York, New York 10022
         Tel: (212) 415-0522
         Fax: (212) 415-0513;

     (3) I-Tooling Co., Ltd.
         Attn: Liangmin Zhang,
         14# Yongfa Industrial Park
         Jinxiu Road, Heyi Village
         Shajing, Baoan, Shenzhen
         Guangdong 518104
         Tel: 86-755-26951878
         Fax: 86-755-26544726;

     (4) Dura Automotive Systems, Inc.
         Attn: Martha Moyer
         2791 Research Drive
         Rochester Hills, Michigan 48309
         Tel:  (248) 299-7226
         Fax:  (248) 299-7518; and

     (5) Sabic Innovative Plastics
         Attn: Val Venable
         9930 Kincey, Huntersville
         North Carolina 28078
         Tel:  (704) 992-5075
         Fax:  (886) 585-2386

                     About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: Withdraws Bid to Employ Miller Buckfire
-----------------------------------------------------------
Progressive Molded Products Inc. and its debtor affiliates have
withdrawn their application to employ Miller Buckfire & Co., LLC,
as investment banker without prejudice.

As previously reported in the Troubled Company Reporter, July 7,
the Debtors sought the U.S. Bankruptcy Court for the District of
Delaware's permission to retain Miller Buckfire as their financial
advisor and investment banker in connection with their ongoing
restructuring efforts.  

As financial advisor and investment banker, Miller Buckfire was
supposed to:
     
   (1) provide advise and assistance to the Debtors in developing
       and seeking approval of a financial restructuring;

   (2) provide advice and assistance to the Debtors in
       structuring any new securities that may be issued under a
       plan;

   (3) assist the Debtors or participate in negotiations with
       entities or groups affected by a plan;

   (4) provide advice and assistance to the Debtors in connection
       with any potential sale, identifying and contacting
       potential acquirors;

   (5) assist the Debtors or participate in negotiations with
       potential acquirors; and

   (6) participate in hearings before the Bankruptcy Court with
       respect to the matters upon which Miller Buckfire has
       provides advice.

The Debtors had proposed to pay Miller Buckfire:

   (a) a $150,000 monthly advisory fee,

   (b) a $4,500,000 restructuring transaction fee, contingent
       upon the consummation of a restructuring by the Debtors,

   (c) a sale transaction fee equal to 1% of the aggregate
       consideration received by the Debtors pursuant to a sale,
       and

   (d) a financing fee equal to:

       -- 1% of the gross proceeds of any indebtedness issued
          that is secured by a first lien;

       -- 3% of the gross proceeds of any indebtedness issued
          that (x) is secured by a second or more junior lien,
          (y) is unsecured or (z) is subordinated; and

       -- 5% of the gross proceeds of any equity or equity-linked
          securities or obligations issued.

                     About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: Has Until July 31 to Use Cash Collateral
------------------------------------------------------------
Progressive Molded and its debtor-affiliates have reached an
agreement with their prepetition lenders regarding (a) the
continued consensual use of cash collateral until July 31, 2008,
and (b) limited financing from General Motors Corp. and Ford Motor
Company to fund the orderly winding-down of their business.

The parties have agreed to a revise budget.  The cash collateral
budget is available for download at no charge at:

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

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates the continued use of cash
collateral, in addition to the customer funding, will enable the
Debtors to maximize the value of their estates by effectuating an
orderly winding-down of their operations and transitioning of
production to other suppliers.  The Debtors believe that these
arrangements will provide sufficient liquidity to pay their
employees and meet other payroll obligations, and will also
suffice to pay the necessary costs of administering their estates
during the customers' wind-down period.

The U.S. Bankruptcy Court for the District of Delaware and
the Ontario Superior Court of Justice (Commercial List) have
granted approval to the cash collateral use extension.

U.S. Bankruptcy Court Judge Kevin J. Carey, in an interim order,
has authorized the Debtors to use cash collateral until June 30,
solely up to the amounts and for the purposes identified in the
budget submitted to the Court.

Judge Carey was slated to hold a final hearing on the cash
collateral motion July 14, 2008.

                     About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: CCCA Court Allows Chrysler to Take Tooling
--------------------------------------------------------------
Chrysler LLC obtained approval from the Honourable Mr. Justice
Campbell of the Ontario Superior Court of Justice (Commercial
List) for the modification of the stay to allow it to seize
possession of its tooling from Progressive Moulded Products,
Ltd. and its debtor-affiliates.

Judge Campbell directed the Applicants to promptly release and
deliver all tools, equipment, material, drawings, and
manufacturing aids to Chrysler.  Chrysler will pay the Applicants
$2,000,000 for the costs incurred in the removal of the tooling.

Judge Campbell directed Chrysler to fund into escrow with the
Ernst & Young, Inc., by wire transfer, CDN$10,482,941 in respect
to the claims of the Applicants for the amounts outstanding and
and US$659,913 in respect to certain amounts payable with respect
to certain ED&D claims.

                     About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


RAFFLES PLACE: Moody's Withdraws Ratings, Junks 2 Classes of Notes
------------------------------------------------------------------
Moody's Investors Service withdrew and replaced the ratings on
these notes issued by Raffles Place Funding, Ltd.:

Class Description: The Maximum CP Principal Component Amount of CP
Notes

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

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

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

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

In addition, Moody's Investors Service downgraded and left on
review for possible further downgrade the ratings on these notes
issued by Raffles Place Funding, Ltd.

Class Description: $35,000,000 Class A-1a Floating Rate Notes Due
2040

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $25,000,000 Class A-1b Floating Rate Notes Due
2040

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $38,000,000 Class A-2 Floating Rate Notes Due
2040

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

Class Description: $5,000,000 Class B Deferrable Floating Rate
Notes Due 2040

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

Class Description: $15,000,000 Class C Deferrable Floating Rate
Subordinate Notes Due 2040

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

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


RED SHIELD: Section 341(a) Meeting Scheduled for August 5
---------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of creditors
of Red Shield Environmental, LLC and RSE Pulp & Chemical, LLC, on
Aug. 5, 2008, at 11:00 a.m., at the U.S. Courthouse in room 334,
at 202 Harlow Street in Bangor, Maine.

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 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.

Headquartered in Old Town, Maine, Red Shield Environmental, LLC --
http://www.redshieldenv.com/-- provides renewable energy for on-
site consumption.  The company and its affiliates, RSE Pulp &
Chemical, LLC, filed for Chapter 11 protection on June 27, 2008
(Bankr. D. Maine Lead Case No.08-10634 and 08-10634).  Robert J.
Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection against their creditors, they listed assets between
$50 million and $100 million, and debts between $1 million and
$10 million.


SACRED HEART: Moody's Cuts Debt Rating to B3, Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded Sacred Heart Health System's  
debt rating to B3 from B1 and removed the rating from Watchlist
for downgrade, where it was placed on May 23, 2008.  The outlook
is negative.

The rating applies to $41.8 million of rated debt outstanding,
including approximately $10.3 million of variable rate debt backed
by an LOC provided by Wachovia Bank (Aa2).  The LOC backed debt is
rated under a "two party pay" analysis that incorporates both
SHHS' and Wachovia's rating.  The LOC-backed bonds are rated
Aa2/VMIG1.

The rating downgrade is primarily attributable to continued
decline in volumes, increased physician turnover, and weakened
financial performance culminating in the expectation that SHHS
will violate the debt service coverage rate covenant in FY 2008,
raising concerns regarding the renewal risk associated with the
letter of credit.

LEGAL SECURITY: The Series 1998 and 2005 bonds are secured by a
gross revenue pledge of the Obligated Group, which is comprised of
Sacred Heart Health System and Sacred Heart Hospital of Allentown,
the flagship facility and a member of SHHS.

Additionally, the Hospital's obligations will be secured by a
mortgage of Sacred Heart Hospital's main building in Allentown.  
The bonds are secured by a fully funded debt service reserve fund
equal to maximum annual debt services of the Series 2005 bonds.

INTEREST RATE DERIVATIVES: None

STRENGTHS

  -- SHHS has distinguished itself as a provider of non acute care
     services, including nursery, transitional care, adult      
     behavioral medicine, and adult psychiatry volumes

  -- No significant debt plans for several years

  -- Recent clinical affiliation with Lehigh Valley Health and
     Hospital Network in cardiac services provides for greater
     stability in the physician base

CHALLENGES

  -- Sacred Heart Hospital, which comprises 88% of system revenues
     and has historically been the engine of the system, has
     recorded a $5.1 mm operating loss through 10 months of FY
     2008, a material decline from a $1.2 mm operating income
     through the first ten months of FY 2007.  It is highly likely
     that SHHS will violate the 1.2 times debt service coverage
     rate covenant in FY 2008.

  -- Covenant violations anticipated in FY 2008 increases renewal
     risk associated with securing an extension of the LOC on the
     Series 1998 B bonds ($10.3 million outstanding), provided by
     Wachovia.  SHHS will have to secure a renewal when the letter
     expires on Feb. 28, 2009

  -- Total admissions have declined six out of the last seven
     years.  SHHS has experienced a 7% decline in acute care
     admissions through the first ten months of FY 2008, raising
     concerns about the long term viability of the facility
     following the recent closure of open heart services in
     January, 2008 and an increase in physician turnover.

RECENT DEVELOPMENTS/RESULTS

The rating downgrade to B3 from B1 reflects continued decline in
admissions and increased physician turnover that has translated
into a material decline in operating performance that Moody's
believes will result in a covenant violation for the second time
in the last three years.

Located in Allentown, Pennsylvania, SHHS has historically drawn
50% of its inpatient admissions from the City of Allentown, which
Moody's views as demographically unfavorable.  SHHS has
experienced market share erosion in recent years, with inpatient
admissions declining six out of the last seven years and falling
11% over the last five years.

SHHS holds a 7% market share in the competitive Lehigh Valley
market, down in recent years from 9%, and has lost share to Baa1-
rated St. Luke's Hospital and Health Network (SLHHN, 350 beds, 32%
market share) and A1-rated Lehigh Valley Health Network (LVHN, 617
beds, 44% market share).  Notably, SLHHN opened a newly renovated,
100 bed facility in Allentown in 2003, and plans to add 26 beds by
2009 and double bed capacity by 2011.  

Moreover, SHHS has begun to observe an increase in physician
turnover amongst a historically loyal physician staff, with an
increase in the number of physicians departing for a physician
owned 24-bed hospital located seven miles away.  

While the weak financial performance in FY 2006 was due primarily
to a temporary closure of the cardiac catheterization lab stemming
from technological difficulty with cardiac equipment, Moody's
believes that the continued and accelerating decline in admissions
and physician retention challenges marks a fundamental shift.  
Moody's notes that the CEO has recently resigned and a current
search for an interim CEO is underway.

After recording a $9.7 million operating loss in FY 2006, system
performance rebounded to a $6.3 million operating loss in FY 2007.  
However, FY 2008 financial performance has weakened materially,
with revenues at the hospital, which comprises 88% of system
revenues, declining 4.8% through the first ten months of FY 2008
due to declining admissions and the closure of open heart services
in January, 2008.

As a result, the hospital has recorded a $5.1 mm operating loss
(-5.4% margin) through the first 10 months of FY 2008, down from a
$1.3 million operating income (1.3% margin) through 10 months of
FY 2007.  Operating cash flow at the hospital has declined to
$1.8 million (1.9% margin), down from $8.1 million (8.2% margin).

While Moody's believes the recent clinical affiliations with LVHN
will help to stabilize the physician base, Moody's believes that
the long term viability of the facility remains uncertain.  
Management has engaged a nationally recognized consulting firm and
will be issuing its report and turnaround plan in the coming
months.

Due to the challenging operating environment and recent investment
losses, unrestricted cash and investments have declined to
$17.6 million through ten months of FY 2008, down from
$21.5 million at FYE 2007.  

Although Moody's believes that SHHS has enough cash to make
several debt service payments and is not in immediate danger of
missing a payment, the acceleration of financial losses, the
decline in liquidity, the anticipated violation of the 1.2 times
debt service coverage covenant, and the current debt structure
heightens credit concerns.

With the LOC expiring in Feb. 28, 2009, Moody's believes that
renewal risk remains; failure to secure an extension of the LOC
could result in a dramatic decline in liquidity to dangerously low
levels.

Outlook

The negative outlook is attributable to continued and accelerating
declines in operating performance and liquidity indicators.  
Moody's will continue to monitor system performance, turnaround
initiatives and the system's ability to extend the letter of
credit

What could change the rating--UP

Given the current challenges SHHS faces with financial
performance, liquidity, and its debt structure, a rating upgrade
is unlikely in the short-term; over the longer-term, a rating
upgrade would be considered if the system can achieve and sustain
substantial operating improvement and demonstrate long-term
viability.

What could change the rating--DOWN

These are the inability of the company to renew the letter of
credit, continued volume losses, further decline in financial
performance or weakening of liquidity measures.

KEY INDICATORS

Assumptions & Adjustments:

Based on financial statements for Sacred Heart Healthcare System

  -- First number reflects audit year ended June 30, 2006
  -- Second number reflects audit year ended June 30, 2007
  -- Investment returns normalized at 6% unless otherwise noted

  -- Inpatient admissions: 8,547; 8,413
  -- Total operating revenues: $127,487; $133,592

  -- Moody's-adjusted net revenue available for debt service:
     $1,701; $4,518

  -- Total debt outstanding: $47,892; $45,881
  -- Maximum annual debt service (MADS): $5,360; $5,360

  -- MADS Coverage with reported investment income: 0.25 times;
     1.42

  -- Moody's-adjusted MADS Coverage with normalized investment
     income: 0.32 times; 0.84 times

  -- Debt-to-cash flow: -35.28; 27.1
  -- Days cash on hand: 63 days; 58 days
  -- Cash-to-debt: 47.3%; 46.9%
  -- Operating margin: -7.6%; -4.7%
  -- Operating cash flow margin: -0.3%; 1.9%

RATED DEBT (debt outstanding as of June 30, 2007)

Sacred Heart HealthCare System

  -- Series 1998 A, $7.5 million outstanding; fixed rate; rated B3

  -- Series 1998 B, $10.3 million outstanding; variable rate;
     rated Aa2/VMIG1, B3 underlying

  -- Series 2005, $23.9 million outstanding; fixed rate; rated B3


SALTON INC: Terminates Sale Agreement with Spectrum Brands
----------------------------------------------------------
Spectrum Brands, Inc. and Salton Inc. and Salton's wholly owned
subsidiary, Applica Pet Products LLC, have mutually agreed to
terminate the definitive agreement for the sale of the company's
global pet supply business.

As disclosed in the Troubled Company Reporter on May 22, 2008,
Spectrum Brands signed a definitive agreement with Salton Inc. and
its subsidiary, Applica Pet Products LLC, for the sale of its
Global Pet Business for $692.5 million in cash and an aggregate
principal amount of the company's subordinated debt securities
equal to $222.5 million less an amount equal to accrued and unpaid
interest on such subordinated debt securities since the dates of
the last interest payments, which, depending on when the closing
occurs, could be an amount of up to $6.5 million.

On July 1, 2008, the TCR related that Spectrum Brands had not been
successful in its attempt to secure the consent of its senior
lenders necessary to complete the sale of its pet supply business.

"Despite our desire and diligent efforts to complete this
transaction upon the negotiated terms, we have been unable to
obtain the consent of our senior lenders necessary to close on a
basis that would be in the best interests of our shareholders and
the Company," Kent Hussey, CEO of Spectrum Brands, said.  "We will
therefore continue to operate the global pet supply business and
work to capture the strong market potential we see there.
Additionally, our Board and management team remain committed to
finding and executing appropriate alternatives for reducing the
indebtedness of the company."

"With $72.7 million of cash on our Balance Sheet at quarter-end,
June 29, 2008, and both sales and adjusted EBITDA growth expected
for the full year fiscal 2008 versus full year fiscal 2007
results, we continue to believe that we have sufficient liquidity
to run our businesses, Mr. Hussey continued.  "In addition, based
on current forecasts, the company projects its fiscal 2009 free
cash flow from operations, which would be available to reduce
outstanding indebtedness, to range between $40 to $50 million.  
This projection includes an estimate of Cash Flows from Operating
Activities for fiscal 2009 of $75 to $85 million less capital
expenditures of $35 million.

Termination of the definitive agreement is conditioned upon the
company paying to Salton Inc. $3 million as a reimbursement of
expenses within 2 business days. Additionally, the standstill
provisions of the confidentiality and standstill agreement entered
into on Feb. 26, 2008 with Harbinger Capital Partners Master Fund
I, Ltd. were terminated.

                     About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of     
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect control
products, personal care products and portable lighting.

                          About Salton

Headquartered in Lake Forest, Illinois, Salton Inc. (NYSE:SFP) --
http://www.saltoninc.com/-- designs, markets and distributes     
branded, high-quality small appliances, home decor and personal
care products.  Its product mix includes a range of small kitchen
and home appliances, electronics for the home, time products,
lighting products, picture frames and personal care and wellness
products.

                          *     *     *

As disclosed in the Troubled Company Reporter on July 7, 2008,
Standard & Poor's Ratings Service assigned its 'B+' corporate
credit rating to Mirmar, Florida-based small appliance
manufacturer Salton Inc.  This rating incorporates Salton's
proposed acquisition of the United Pet Group, the global pet
business of Spectrum Brands Inc. (CCC+/Watch Pos/--), along with
UPG's subsidiary Applica Pet Products LLC, which will become
wholly owned by Salton.  Pro forma for the transaction, S&P
estimate total debt at Salton to be about $573 million.  The
outlook on Salton is stable.

As reported in the Troubled Company Reporter on June 26, 2008,
Moody's Investors Service assigned a B1 first time corporate
family rating and B2 probability of default rating to Applica Pet
Products LLC.  Applica Pet is the wholly owned subsidiary of
Salton, Inc.  At the same time, Moody's assigned a B1 rating to
the company's $325 million senior secured bank credit facilities.  
The ratings outlook is stable.


SEALY CORP: June 1 Balance Sheet Upside-Down by $105.3 Million
--------------------------------------------------------------
Sealy Corporation reported last week results for its second fiscal
quarter ended June 1, 2008.

At June 1, 2008, the company's consolidated balance sheet showed
$1.0 billion in total assets, $1.1 billion in total liabilities,
and $8.1 million in common stock and options subject to
redemption, resulting in a $105.3 million total stockholders'
deficit.

Net income for the second quarter was $12.0 million versus
$16.1 million for the comparable period last year.  Included in
net income for the quarter ended June 1, 2008, were the effects of
a change in the company's estimates for warrantable and other
product return reserves, which provided an $8.2 million benefit to
income from operations.

Net sales for the fiscal quarter ended June 1, 2008, decreased
6.6% to $375.4 million compared to $401.8 million in the
comparable period in the prior year.  

Total domestic net sales were $258.7 million compared to
$303.2 million in the second quarter of 2007.  Wholesale domestic
net sales, which exclude third party sales from Sealy's component
plants, were $252.9 million, as a 0.6% increase in Average Unit
Selling Price (AUSP) was offset by a 16.1% decline in unit volume.  

Wholesale domestic unit volumes were impacted by softer demand, as
well as lost distribution from a few of the company's accounts,
such as Levitz and Wickes, who were forced to shut down operations
beginning in the fourth quarter of 2007 owing to the difficult
economic environment.  Sales of the company's new Posturepedic
product line and specialty products outperformed other products in
the U.S. portfolio.

International net sales grew 18.3% from the second quarter of
2007, or 6.1% excluding the effects of currency fluctuation, to
$116.7 million.  The increase in international net sales
represents 7.6% growth in unit volume, partially offset by a
decrease in AUSP, primarily due to increased sales of lower-priced
OEM products in Europe.

Second quarter gross profit was $148.4 million, or 39.5% of net
sales, versus $172.5 million, or 42.9% of net sales for the
comparable period a year earlier.  This decrease in gross margin
was primarily due to an increase in U.S. material costs, including
an unprecedented increase in inflation on core inputs such as
steel and foam as well as an incremental $3.0 million in costs
required for the company's products to be in compliance with the
July 2007 federal flame retardant regulations.  In addition,
domestic gross profit margins were impacted by costs associated
with the new Posturepedic line rollout, including deleveraging of
overhead expense on lower volumes, as well as an increase in sales
discounts on floor samples.

During the quarter, gross profit benefited from a change in
accounting estimates related to the company's warrantable and
other product return reserves which resulted in an increase to
sales of approximately $3.7 million and a reduction of cost of
sales of approximately $4.5 million.  Additionally, gross margin
was positively impacted by price increases implemented in December
2007 and continuing improvements in the company's manufacturing
efficiencies, particularly factory labor and scrap management.  
During the second quarter of 2007, the company recorded a one-time
rebate of $2.5 million on lumber tariffs received from Canadian
suppliers and incurred $800,000 more in expenses related to the
start-up of the Mountaintop, Pennsylvania latex production plant.  
Internationally, gross margins declined primarily due to a shift
in product mix in the company's European business.

Selling, general, and administrative (SG&A) expenses were
$116.4 million, a decrease of $19.2 million versus the comparable
period a year earlier.  As a percentage of net sales, SG&A
expenses declined to 31.0% in the second quarter of 2008 from
33.7% in the second quarter of 2007.  This improvement in SG&A
expenses in both absolute dollars and as a percent of sales is due
to the company's implementation of cost reduction initiatives,
which generated a $14.9 million reduction in fixed expenses, in
addition to a $7.8 million decline in volume-driven variable
expenses.  

Actions taken to reduce costs in the second quarter of 2008
included a decrease in promotional expenses related to a more
efficient launch of the new Sealy Posturepedic innerspring line, a
decline in salary and fringe benefit-related costs, and reduced
spending on professional services and other discretionary items.
These were partially offset by $2.7 million of severance costs as
well as an increase in delivery costs due primarily to fuel cost
inflation, higher foreign currency valuations relative to the U.S.
dollar and increased international unit volume.  During the second
quarter of 2007, the company recorded a $2.6 million gain on the
sale of its Orlando facility and incurred $1.7 million of costs
associated with an organizational realignment.

Larry Rogers, Sealy's interim chief executive officer and
president of North America, stated, "The U.S. mattress retail
environment deteriorated during the second quarter of 2008,
impacting our ability to drive domestic sales volumes.  Even
though our sales performance was pressured and inflation has
impacted our profitability, we were pleased to see the initiatives
we implemented to accelerate our cost reductions begin to take
hold, leading to the second consecutive quarter of SG&A leverage
for the company.

"We also completed the majority of the rollout of our new
Posturepedic innerspring line by the end of June.  Initial results
are encouraging as retail customers that have rolled out the new
Posturepedic line have started to see an improvement in their
Posturepedic innerspring sales compared to the old line.  Our
specialty business was impacted by the industry-wide softening in
retail demand for higher price point mattresses, although we
believe we continued to gain share in the specialty market segment
in the second quarter."

"Looking ahead, we expect our second-half performance to be
challenging as industry trends weakened further in June and retail
traffic remains soft.  We also expect to incur significantly
higher material costs due to rapidly growing inflation on core
materials, along with additional promotional expenses associated
with new product launches.  

"While we cannot control these external forces, we will continue
to focus on managing those areas of our business that we can
control, including executing on our strategic initiatives,
completing the rollout of our Posturepedic innerspring line,
implementing price increases to protect our profitability,
aggressively managing our costs and working capital, and expanding
distribution of our latex products including the new Posturepedic
PurEmbrace line to retain our leadership position in the worldwide
bedding industry.  We are confident that when the market turns,
the steps we are taking will lead to improved long-term growth
prospects for Sealy and our shareholders," Mr. Rogers concluded.

Net sales for the six months ended June 1, 2008, decreased 5.8% to
$767.3 million from $814.4 million for the comparable period a
year earlier.  Gross profit was $301.6 million, or 39.3% of net
sales, versus $349.8 million, or 43.0% of net sales, for the
comparable period a year earlier.  Net income was $28.2 million
versus net income of $40.8 million for the comparable period a
year earlier.

As of June 1, 2008, the company's debt net of cash was
$743.1 million, compared to net debt of $802.7 million as of
May 27, 2007.

At June 1, 2008, the company had approximately $64.3 million
available under its $125 million revolving credit facility after
taking into account letters of credit issued totaling
$15.9 million.  The company's net weighted average borrowing cost
was 7.6% and 7.5% for the six months ended June 1, 2008, and May
27, 2007, respectively.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 1, 2008, are available for
free at http://researcharchives.com/t/s?2f79

                        About Sealy Corp.

Headquartered in Trinity, N.C., Sealy Corp. (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, and has the largest
market share and highest consumer awareness of any bedding brand
on the continent.  In the United States, Sealy sells its products
to 2,900 customers with more than 7,000 retail outlets.  Sealy is
also a leading supplier to the hospitality industry.


SOLAR COSMETIC: Bid Procedures Approved; To Pay Employees $300,000
------------------------------------------------------------------
The Hon. Laurel Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida approved proposed bidding procedures
for the sale of substantially all of the assets of Solar Cosmetic
Labs Inc. and its debtor-affiliate, subject to competitive bidding
and auction.

A sale hearing is set for July 25, 2008, at 9:30 a.m., at 51 S.W.
First Avenue in Room 1409 in Miami.  Objections, if any, are due
July 22, 2008.

All bids along with a non-refundable $200,000 initial deposit
must be delivered by July 21, 2008, at 4:00 p.m.  An auction is
set for July 24, 2008, at 10:00 a.m. at the Offices of Shutts &
Bowen LLP at 200 East Broward Boulevard, Suite 2100 in Ft.
Lauderdale, Florida.

In a separate filing, the Debtors ask the Court for permission to
pay employees up to $300,000 in bonuses in the aggregate in
connection with the sale.

As reported in the Troubled Company Reporter on July 7, 2008, the
Debtor and The Village Suncare LLC entered into an asset purchase
agreement in connection with the sale of substantially all of the
Debtors' intangible assets and certain inventory.

The agreement provides for these material terms:

   a. The purchaser will pay the seller $4,000,000 in cash;

   b. The buyer will pay the seller (i) for all first quality
      finished goods inventory in the Solar 2009 business plan
      existing as of Aug. 22, 2008, and customer returns at 85% of
      the seller's costs for each item at the sole cost and
      expense of the buyer and (ii) for all items of inventory as
      the buyer determines in its sole discretion;

      The buyer will pay the seller for the inventory no later
      than the later of (i) Oct. 31, 2008, for all items
      identified as raw materials an no later than Dec. 15, 2008,
      for all items identified as packaging and finished goods and
      customer returns, or (ii) 60 days following receipt by the
      buyer of the items;

   c. The purchaser will also pay up to $2,000,000 based upon 8%
      of total worldwide net sales by the buyer or any affiliate
      relating to assets and business in excess of $16,800,000
      for each of the calendar years ended 2009 through 2012.

   d. The assets to be purchased include customer list, inventory,
      open sales orders, intellectual property rights and data
      and records;

   e. The assets will be conveyed to the purchaser free and clear
      of all liens; and

   f. A closing on or before July 16, 2008, unless extended at the
      request of the parties.

The agreement provides for a $120,000 break-up fee payable to the
purchaser in the event the Debtors consummate the sale to another
party.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?2f1f

                       About Solar Cosmetic

Miami Gardens, Florida-based Solar Cosmetic Labs Inc. --
http://www.solarcosmetics.com/-- and --    
http://www.bodyandearth.com/-- manufacture, markets and sells    
perfumes, cosmetics, and other toilet preparations.  Solar
Packaging Corp. is the holder of certain operating licenses and is
a guarantor of certain of Solar Cosmetic's obligations.  

The company and Solar Packaging Corp. filed chapter 11 petition on
May 6, 2008 (Bankr. S.D. Fla. Case Nos. 08-15793 and 08-15796).  
Judge Laurel Isicoff presides the case.  Peter E. Shapiro, Esq.,
at Shutts & Bowen, LLP represents the Debtors in their
restructuring efforts.  The Official Committee of Unsecured
Creditors is represented by Jeffrey P. Bast, Esq.  The Debtors'
schedule showed total assets of $13,925,425 and total liabilities
of $50,928,780.


SPECTRUM BRANDS: Terminates Sale Agreement with Salton Inc.
-----------------------------------------------------------
Spectrum Brands, Inc. and Salton Inc. and Salton's wholly owned
subsidiary, Applica Pet Products LLC, have mutually agreed to
terminate the definitive agreement for the sale of the company's
global pet supply business.

As disclosed in the Troubled Company Reporter on May 22, 2008,
Spectrum Brands signed a definitive agreement with Salton Inc. and
its subsidiary, Applica Pet Products LLC, for the sale of its
Global Pet Business for $692.5 million in cash and an aggregate
principal amount of the company's subordinated debt securities
equal to $222.5 million less an amount equal to accrued and unpaid
interest on such subordinated debt securities since the dates of
the last interest payments, which, depending on when the closing
occurs, could be an amount of up to $6.5 million.

On July 1, 2008, the TCR related that Spectrum Brands had not been
successful in its attempt to secure the consent of its senior
lenders necessary to complete the sale of its pet supply business.

"Despite our desire and diligent efforts to complete this
transaction upon the negotiated terms, we have been unable to
obtain the consent of our senior lenders necessary to close on a
basis that would be in the best interests of our shareholders and
the Company," Kent Hussey, CEO of Spectrum Brands, said.  "We will
therefore continue to operate the global pet supply business and
work to capture the strong market potential we see there.
Additionally, our Board and management team remain committed to
finding and executing appropriate alternatives for reducing the
indebtedness of the company."

"With $72.7 million of cash on our Balance Sheet at quarter-end,
June 29, 2008, and both sales and adjusted EBITDA growth expected
for the full year fiscal 2008 versus full year fiscal 2007
results, we continue to believe that we have sufficient liquidity
to run our businesses, Mr. Hussey continued.  "In addition, based
on current forecasts, the company projects its fiscal 2009 free
cash flow from operations, which would be available to reduce
outstanding indebtedness, to range between $40 to $50 million.  
This projection includes an estimate of Cash Flows from Operating
Activities for fiscal 2009 of $75 to $85 million less capital
expenditures of $35 million.

Termination of the definitive agreement is conditioned upon the
company paying to Salton Inc. $3 million as a reimbursement of
expenses within 2 business days. Additionally, the standstill
provisions of the confidentiality and standstill agreement entered
into on Feb. 26, 2008 with Harbinger Capital Partners Master Fund
I, Ltd. were terminated.

                          About Salton

Headquartered in Lake Forest, Illinois, Salton Inc. (NYSE:SFP) --
http://www.saltoninc.com/-- designs, markets and distributes     
branded, high-quality small appliances, home decor and personal
care products.  Its product mix includes a range of small kitchen
and home appliances, electronics for the home, time products,
lighting products, picture frames and personal care and wellness
products.

                     About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of     
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect control
products, personal care products and portable lighting.

                          *     *     *

As reported in the Troubled company Reporter on April 16, 2008,
Standard & Poor's Ratings Services revised its outlook on Atlanta,
Georgia-based Spectrum Brands Inc. to developing from negative.  
At the same time, Standard & Poor's affirmed all of its ratings on
Spectrum Brands, including the company's 'CCC+' corporate credit
rating.


STEVEN DALBY: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Steve Allen Dalby
        105 Tahoe Drive
        Zephyr Cove, NV 89448

Bankruptcy Case No.: 08-51152

Chapter 11 Petition Date: July 11, 2008

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  (steve@renolaw.biz)
                  Belding Harris & Petroni Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

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

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

Debtor's list of its four largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Wells Fargo                        Goods & Services        $6,842
P.O. Box 98751
Las Vegas, NV 89193

Washington Mutual                  Credit Line             $4,751
P.O. Box 78148
Phoenix, AZ 85062-8148

Wells Fargo Splash                 Goods & Services        $3,624
P.O. Box 94498
Las Vegas, NV 89193-4498

Capital One                        Goods & Services        $2,276
P.O. Box 7086
Charlotte, NC 28272-9903


STRIKER OIL: Restates 2007 Net Loss and Accumulated Deficit Data
----------------------------------------------------------------
Striker Oil and Gas, Inc., formerly known as Unicorp, Inc., filed
an amended annual report for the year ended Dec. 31, 2007, with
the U.S. Securities and Exchange Commission on June 11, 2008.  

With this filing, the company's consolidated financial statements
have been restated to:

-- update the presentation of stock-based compensation to comply
   with the provisions of Staff Accounting Bulletin Topic 14:F;

-- change the affected financial statements to:

   a. show the change in derivative liability originally
      accounted for as a gain on the settlement of debt as part
      of the change in the fair value of derivatives; and

   b. remove the gain on settlement of embedded derivatives from
      additional paid in capital with a corresponding reduction
      in the change in the fair value of derivatives on the
      income statement;

-- reflect the expense of the fair value of non-employee stock
   options;

-- provide additional disclosure relating to the company's
   calculations of compensation expense related to stock
   options; and

-- include the conclusions of management regarding the
   effectiveness of its disclosure controls and procedures.

The restatements for the year ended Dec. 31, 2007, increased the
net loss by $523,405 to $1,946,768 from $1,423,363 and increased
the accumulated deficit by $375,426 to $15,100,209 from
$14,576,804.  

The company posted a restated net loss of $1,946,768 on total oil
and gas revenues of $3,075,924 for the year ended Dec. 31, 2007,
as compared with a net loss of $3,310,279 on total oil and gas
revenues of $924,498 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $12,426,760
in total assets, $6,070,118 in total liabilities, and $6,356,642
in total stockholders' equity.  

The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $2,575,336 in total current assets
available to pay $5,099,366 in total current liabilities.

A full-text copy of the company's restated 2007 annual report is
available for free at http://ResearchArchives.com/t/s?2f70

                      Going Concern Doubt

Malone & Bailey PC in Houston raised substantial doubt about
Striker Oil and Gas, Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2007.  The auditing firm pointed to the company's
recurring losses from operations and net working capital deficit.

                     About Striker Oil & Gas

Based in Houston, Striker Oil & Gas, Inc. (OTC BB: SOIS.OB) --
http://www.unicorpinc.net/-- explores, acquires, develops,  
produces, and sells natural gas, crude oil, and natural gas
liquids primarily from conventional reservoirs in the United
States. It operates onshore along the Gulf Coast of Texas and
Louisiana, as well as east Texas and Mississippi.


STRUCTURED ASSET: S&P Slashes Cl. B-2 Certs. Rating to CCC from A
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage pass-through certificates issued by Structured
Asset Securities Corp. Trust 2005-SC1.  Concurrently, S&P placed
its 'AAA' ratings on three additional classes on CreditWatch with
negative implications.
     
The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses, as well as the high amount of
severe delinquencies in the pool.  Since the July 2007 remittance
date, the transaction has experienced an average of approximately
$491,866 in losses each month.  As of the June 25, 2008,
remittance date, there was approximately $19,469,999 in severe
delinquencies, 11% of the current pool balance.  The transaction
has experienced a loss severity of approximately 49% over the past
year.
     
S&P will resolve the three CreditWatch negative placements upon
further analysis of the projected defaults compared with the
projected payoff dates of the affected classes.
     
Subordination provides credit support for this transaction.  An
unrated class provides $1,726,441 in subordination, which has been
deteriorating monthly.   
     
The collateral for this transaction consists primarily of a pool
of seasoned, conventional, adjustable-and fixed-rate, fully
amortizing, first- and second-lien seasoned residential and
multifamily subprime loans.


                          Ratings Lowered

          Structured Asset Securities Corp. Trust 2005-SC1
                 Mortgage pass-through certificates

                                    Rating
                                    ------
                     Class         To    From
                     -----         --    ----
                     B-1           B-    AA
                     B-2           CCC   A
                     B-3           CC    BBB
                     B-4           CC    BB

               Ratings Placed on Creditwatch Negative
               
          Structured Asset Securities Corp. Trust 2005-SC1
                 Mortgage pass-through certificates

                                        Rating
                                        ------
              Class               To              From
              -----               --              ----
              1-A1, 1-A1X, 1-A2   AAA/Watch Neg   AAA


STEVE & BARRY'S: Asks Permission to Use Cash Collateral
-------------------------------------------------------
Steve & Barry's, LLC, and its debtor-affiliates seek permission
from the United States Bankruptcy Court for the Southern District
of New York to use their cash collateral in accordance with a
budget from July 9, 2008, through the week ending August 1, 2008.   

A full-text copy of the budget is available for free at              
http://bankrupt.com/misc/s&b_budget.pdf

Prior to seeking protection under Chapter 11, the Debtors have
sought, but were unable to obtain, postpetition financing on
acceptable terms, says Lori R. Fife, Esq., at Weil, Gotshal &
Manges LLP, in New York, proposed counsel for the Debtors.

The Debtors are entering Chapter 11 with no available cash and no
debtor-in-possession financing.  Without any cash, the Debtors
cannot replenish their inventory and, therefore, the value of
their business is declining on a daily basis, says Ms. Fife.

Currently, Ms. Fife says, the Debtors lack sufficient
unencumbered funds with which to operate their businesses on an
ongoing basis.  The Debtors' postpetition access to cash is
dependent on their agreement with their prepetition secured
lenders, General Electric Capital Corporation, with respect to
the use of cash collateral.  

As a condition for the Debtors' use of cash collateral, the
Debtors are required to effect a sale of their assets by no later
than July 31, 2008, Ms. Fife explains.

In this vein, Ms. Fife continues, the Debtors will seek the
Court's approval of bidding procedures pursuant to which the
Debtors will conduct an auction for all or substantially all of
their assets.  The Debtors hope to effectuate a sale of their
business as a going concern, as they believe that their business
has significant value.

According to Ms. Fife, the Cash Collateral is encumbered by (i) a
first priority lien granted to GECC, as agent, for a consortium
of lenders who extended up to $197,000,000 of revolving loans to
the Debtors, and (ii) a second priority lien granted to PrensB,
LLC, as agent, for a group of lenders who extended up to
$30,000,000 of term loans to the Debtors.

As of July 9, 2008, the outstanding amounts under the prepetition
credit agreements total approximately $165,000,000.  The Debtors
believe that the value of the assets encumbered by the
Prepetition Lenders' liens exceeds the aggregate amount of the
obligations owed under the Prepetition Credit Agreements, says
Ms. Fife.

Mr. Fife relates that the Prepetition Lenders have consented to
the use of the Cash Collateral provided that the Debtors do not
incur events of defaults, which include (i) maintaining cash
receipts in an amount of at least 90% of the amount provided for
in the Budget; (ii) maintaining Inventory levels at the amount
provided for in the Budget, subject to a $10,000,000 variance;
or (iii) performing these Sale Trigger Events:

   July 15, 2008 -- Acceptance of a stalking horse bid that is
                    reasonably acceptable to Prepetition Agents

   July 16, 2008 -- Court approval of a sales procedures order
                    with respect to the Sale Transaction

   July 29, 2008 -- Completion of an auction

   July 31, 2008 -- Court approval of the Sale Transaction

                 -- Execution of all agency documents or purchase
                    agreements Sale Transaction

                 -- Consummation of a Sale or commencement of a
                    Full Chain Liquidation

The Debtors will have continued use of the Cash Collateral until
the earliest of (i) the day the Prepetition Lenders declare an
event of default, (ii) August 1, 2008, or (ii) the Closing Date
of a Sale or a Full Chain Liquidation.  

As adequate protection, the Prepetition Revolver Agent will:

   (a) receive payments of (i) interest and fees due under the
       Revolver Documents, (ii) fees and expenses of it incurred,
       and (iii) all of the Debtors' cash on hand as of close of
       business on Friday of each week in excess of $2,500,000,
       on Monday of each week;

   (b) be granted additional and replacement continuing valid and
       perfected security interests and liens on any and all
       Collateral, which will be junior to the Prepetition
       Revolver Liens;

   (c) be granted an allowed superpriority administrative claim
       in each Debtor's Chapter 11 case; and

   (d) have access to an account into which the Debtors will
       deposit $250,000 as security for any reimbursement or
       indemnification.

The Prepetition Term Loan Agent, as adequate protection, will:

   (a) receive payments of fees and expenses of legal and other
       professionals it retained;

   (b) be granted additional and replacement continuing valid and
       perfected security interests and liens on any and all
       Collateral, which will be junior to the Prepetition
       Revolver Liens and the Revolver Adequate Protection Liens;

   (c) an allowed superpriority administrative claim in each of
       Debtor's Chapter 11 case, which will be junior to the
       Revolver Adequate Protection Superpriority Claim; and

   (d) have access to an indemnity account containing a $250,000
       from the Debtors.

The Cash Collateral is subject to Carve-Out, which refers to (i)
statutory fees payable to the U.S. Trustee, (ii) the allowed
wind-down expenses and expenses of a Chapter 7 trustee appointed
in any of the Chapter 11 cases in an aggregate amount not to
exceed $50,000, and (iii) $2,500,000 less the allowed and paid
professional fees and disbursements incurred by the Debtors and
any Court-appointed statutory committee.  The Adequate Protection
Liens and Superpriority Claims are junior to the Carve Out.

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy, it
listed $693,492,000 in total assets and $638,086,000 in total
debts.


TCW GLOBAL: Fitch Cuts $27MM Class D Notes Rating to B+ from BB
---------------------------------------------------------------
Fitch Ratings has downgraded four and affirmed four tranches of
TCW Global Project Fund II as:

  -- $330 million revolving senior notes affirmed at 'AAA';
  -- $70 million class A-1 floating-rate notes affirmed at 'AAA';
  -- $64 million class A-2-A floating-rate notes affirmed at 'AA';
  -- $6 million class A-2-B fixed-rate notes affirmed at 'AA';
  -- $61 million class B-1 floating-rate notes downgraded to 'BBB'
     from 'A';

  -- $14 million class B-2 fixed-rate notes downgraded to 'BBB'
     from 'A';

  -- $33 million class C floating-rate notes downgraded to 'BB'
     from 'BBB';

  -- $27 million class D floating-rate notes downgraded to 'B+'
     from 'BB'.

These actions reflect Fitch's view on the credit risk of the rated
notes following changes in Fitch's CDO rating methodologies.  In
particular, Fitch's view on the fund's exposure to relatively high
obligor concentration levels has changed.

GPF II is a securitization of project finance loans, the majority
of which are senior secured obligations.  At present time, there
are 13 assets in the portfolio.  Approximately 42% of the fund's
assets are domiciled in the United States and 58% stem from
emerging market countries.  TCW Asset Management Company is the
portfolio manager.  The majority of investments are in the energy,
oil and gas, and infrastructure project finance sectors.


THOMAS JEFFERSON SCHOOL: S&P Trims 2005AB Bonds Rating to BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Thomas
Jefferson School of Law, Calif.'s series 2005AB bonds to 'BB+'
from 'BBB-'.  The outlook is stable.  In addition, Standard &
Poor's assigned its 'BB+' rating to the California Statewide
Communities Development Authority's tax-exempt revenue bonds,
series 2008A and taxable revenue bonds series 2008B, issued for
the school.  The outlook is stable.  
     
"The rating reflects the quadrupling of debt with this issuance,
as well as the school's slim liquidity of cash and investments of
only 12% of post-issuance debt," said Standard & Poor's credit
analyst Carlotta Mills.
     
There will be a significant change in the school's overall
institutional risk profile over the next several years as an
extensive capital project begins, expected enrollment increases
occur, and the school's financial operations grow into a
significantly higher debt service and depreciation obligation.
     
Proceeds will be used to repay the school's outstanding series
2007 taxable notes, pay capitalized interest, fund a debt service
reserve, and provide new money to construct a new academic
facility.
     
Located in San Diego, Thomas Jefferson School of Law is a
standalone school that has been in existence since 1969.


TOWER PARK: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Tower Park Properties, LLC
        1652 Tower Grove Dr.
        Los Angeles, CA 90210

Bankruptcy Case No.: 08-20298

Chapter 11 Petition Date: July 11, 2008

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Craig M. Rankin, Esq.
                     Email: cmr@lnbrb.com
                  Levene, Neale, Bender, Rankin & Brill, L.L.P.
                  10250 Constellation Blvd. Ste. 1700
                  Los Angeles, CA 90067
                  http://www.lnbrb.com/

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

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

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Cathcart, Collins & Kneafsey,  legal services        $498,270
LLP
Attn: Joseph Collins
444 S. Flower St., 42nd Fl.
Los Angeles, CA 90071

Silver & Freedman, APLC        legal services        $250,000
Attn: Barry Weisz
2029 Century Park E., 19th Fl.
Los Angeles, CA 90067-3005

Camarillo Engineering, Inc.    engineering           $243,838
P.O. Box 758
Somis, CA 93066

Pacific Crest Consultants      development           $215,150
                               consultant

Oakridge Landscape, Inc.       landscape services    $64,238

William Rose & Associates      consultant            $47,940

Athans Enterprises, Inc.                             $27,725

GeoSoils Consultants, Inc.     consultant            $23,849

The Sullivan Partnership       consultant            $21,090

Levy & Rowe, LLP               accounting services   $15,000

Mark Hughes Family Trust       loans & advances      $12,062

KNA Engineering, Inc.          engineering           $11,228

Major Appraisals               appraisal services    $6,000

ACS Security Industries, Inc.  security              $3,157

William Scotsman                                     $1,683

Sierra Land Technologies       consultant            $432

LA DWP                         utilities             $151

BJ Palmer & Associates, Inc.   consultant            $147


UNI-MARTS LLC: Judge Walrath Approves Sale Bidding Procedures
-------------------------------------------------------------
The Hon. Mary J. Walrath of the United States Bankruptcy Court for
the District of Delaware approved proposed bidding procedures for
the sale of substantially all of the assets of Uni-Marts, LLC, and
its debtor-affiliates, subject to higher and better offers.

A hearing is set for Aug. 18, 2008, at 10:30 a.m., prevailing
Eastern time, to consider final approval of the Debtor's sale
request.

As reported in the Troubled Company Reporter on June 17, 2008, the
Debtors entered into an asset purchase agreement with Atlantis
Petroleum LLC, the designated "stalking-horse" bidder.  Atlantis
Petroleum will pay $17.7 million in the aggregate for the Debtors'
convenience stores located in Pennsylvania, New York, and Ohio,
pursuant to the agreement, which entitles Atlantis Petroleum to a
credit equal to $400,000 for the purpose of reimbursing it for
risks related to any potential violation of environmental laws and
remediation costs at the Debtors' assets.

As part of the transaction, Atlantis petroleum will:

   i) issue a promissory note to the Debtors in an amount equal to
      50% of the purchase price for non-fuel inventory, which will
      be payable in three equal installments; and

  ii) have the right to remove one or more leases for non-
      residential real property that currently are scheduled to be
      assigned to Atlantis Petroleum.

Initial overbid along with a refundable deposit of at least
$500,000 are required to be delivered to the counsel of the
Debtors or Atlantis Petroleum by Aug. 11, 2008.  An auction will
take place on Aug. 14, 2008, at 10:00 a.m.  During the auction,
subsequent overbid will be in $100,000 increments.

In the event the Debtors consummate the sale to another party,
Atlantis Petroleum will be paid $750,000 break-up in cash.

Investment firm Matrix Capital Markets Group LLC represents the
Debtors in marketing their assets.

The closing of the sale is expected to occur by Sept. 15, 2008.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?2e01

                          About Uni-Marts

Headquartered in State College, Pennsylvania, Uni-Marts LLC sells
consumer goods.  The company and six of its affiliates filed for
Chapter 11 protection on May 29, 2008 (Bankr. D. Del. Lead Case
No.08-11037).  Michael Gregory Wilson, Esq., at Hunton & Williams
LLP represents the Debtors in their restructuring efforts.  The
Debtor selected Epiq Bankruptcy Solutions LLC as their claims,
noticing and balloting agent.  The U.S. Trustee for Region 3
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors.  When the Debtors filed for protection, they
listed assets and debts between $50 million and $100 million.


US DATAWORKS: Posts $11.67 Mil. Net Loss for FY Ended March 31
--------------------------------------------------------------
US Dataworks, Inc., reported a net loss of $11,674,891 on net
sales of $5,717,593 for the year ended March 31, 2008, compared
with a net loss of $3,306,009 on net sales of $7,069,575 for the
same period ended March 31, 2007.

Revenues decreased by 19.1% in fiscal 2008, as compared with
fiscal 2007.  Transactional revenues and maintenance revenues
increased 23.6% and 104.3%, respectively, in fiscal 2008, as
compared with fiscal 2007.  The increase in transactional revenues
was primarily attributable to new customers added during the year
and a steady growth of transactions processed by existing
customers.  Maintenance revenues increased in large part due to
the annual maintenance fees generated under the company's license
agreement with American Express Company.  The company began to
collect revenue related to this maintenance fee in May 2007 and
received around $400,000 in fiscal 2008 under this agreement.

These increases were offset by a decrease in licensing revenues by
59.1% in fiscal 2008, as compared with fiscal 2007 and by a
decrease in professional services revenues of 18.1% in fiscal 2008
as compared with 2007.  This decrease in license revenues was
primarily due to a reduction in first time sales of licenses for
third-party party software add-ons as compared with fiscal 2007.
While these contracts were renewed in fiscal 2008, the renewal
fees were only a percent of the original license fee.  The
decrease in professional service revenues was the result of a
reduction in required services as the company completed projects
for two customers in the prior year as well as a decrease in
professional services as the company completed certain portions of
work associated with its consulting agreement with American
Express, which the company signed in June 2005, and related
purchase orders.

Total operating expenses increased by $9,263,331, or 129.1%, from
$7,175,338 in fiscal 2007 to $16,438,669 in fiscal 2008.  The
increase in operating expenses was principally attributable to the
goodwill impairment expense of $10,112,931 that the company booked
in fiscal year 2008 due to the drop in the trading price of its
common stock, which was partially offset by a decrease in legal
expenses of $324,000, decrease in the use outside consultants and
services of $350,000 and in a decrease of $249,000 in bad debt
expense related to the Hyundai transaction that was taken in the
prior year.  With the company's recent reduction in force, which
took place after March 31, 2008, the company anticipates that  its
operating expenses will continue to decrease going forward while  
the company continues to maintain and expand its customer base.

The company has incurred significant losses and negative cash
flows from operations for the last two fiscal years.  The  company
has obtained its required cash resources through the sale of debt
and equity securities.  The company may not operate profitably in
the future and may be required to continue the sale of debt and
equity securities to finance its operations.

Cash and cash equivalents increased by $763,117 from $140,276 at
March 31, 2007 to $903,393 at March 31, 2008.  Cash used for
operating activities was $886,264 in fiscal 2007 compared with
$2,741,323 in fiscal 2008.

Cash used for investing activities for fiscal 2007 and 2008
consisted of the purchase of property and equipment and repayments
to affiliates totaling $149,098 and $117,850, respectively.

Financing activities provided cash of $3,622,290 in fiscal 2008,
and included $4,000,000 in proceeds from the issuance of senior
secured convertible notes, $305,000 in proceeds from stock sales,
partially offset by $256,066 repayment of convertible promissory
notes, $56,640 in repayment of notes payable and $370,004 in
deferred financing cost associated with the senior secured
convertible notes.

Financing activities used cash of $114,800 in fiscal 2007, and
included $500,000 in proceeds from a related party loan, offset by
$614,800 repayment of convertible promissory notes.

As a result of the company's recent capital raising transactions,
its increased level of transactional revenues achieved in fiscal
2008, and the expected increase in revenues to be received from
recently received and contemplated contracts, management believes
the company currently has adequate capital resources to fund its
anticipated cash needs through March 31, 2009, and beyond.  
However, an adverse business or legal development could require
the company to raise additional financing sooner than anticipated.

Management recognizes that the company may be required to raise
such additional capital, at times and in amounts, which are
uncertain, especially under the current capital market conditions.  
If the company is unable to acquire additional capital or is
required to raise it on terms that are less satisfactory than the
company desires, it may have a material adverse effect on the
company's financial condition.  In the event the company raises
additional equity, these financings may result in dilution to
existing shareholders.

At March 31, 2008, the company's balance sheet showed $6,762,078
in total assets, $4,071,078 in total liabilities, and $2,691,000
in total stockholders' equity.  

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?2f6f  

                     About US Dataworks

US Dataworks, Inc. (AMEX: UDW) -- http://www.usdataworks.com/--  
develops, markets, and supports payment processing software for
the financial services industry. Its customer base includes many
of the largest financial institutions as well as credit card
companies, government institutions, and high-volume merchants in
the United States.  It has strategic partnerships with Computer
Sciences Corporation, Chase Paymentech Services, eGistics, and
Accuity.  The company was founded in 1994 and is based in Sugar
Land, Texas.


WASHINGTON MUTUAL: Says Well Capitalized After Shares Decline
-------------------------------------------------------------
In response to the uncertainty in the marketplace, Washington
Mutual Inc. said it significantly exceeds all regulatory well-
capitalized minimums for depository institutions and has excess
liquidity of more than $40 billion, The Wall Street Journal
reports.

According to WSJ, the disclosure came after National City Corp.
issued a similar statement after being forced to assert it is
still credit-worthy.

The Journal indicates that banks are unwilling to publicly assert
their creditworthiness, because it only shows the pressures facing
struggling banks, especially in the midst of IndyMac Bancorp Inc.,
which was seized on July 11 by federal regulators.

Earlier Monday, an analyst warned that WaMu won't turn a profit
until the second half of 2009, helping send shares down 35% to
$3.23, WSJ adds.  In after-hours trading, shares of the bank
holding company rebounded 8.4% to $3.50, WSJ states.  The shares,
according to WSJ, hit a 17-year low of $3.03 during the regular
session.

WSJ relates that since IndyMac's collapse and the Bush
administration's decision to step in and save government-chartered
mortgage backers Freddie Mac and Fannie Mae from a similar fate,
markets got a heightened case of the jitters about banks.

According to WSJ, Lehman Brothers in a research note said that
while WaMu's losses could total $26 billion, the bank must have
enough money to avoid having to raise more capital.  The firm took
in $7 billion in April, WSJ states.

WSJ points out that analysts' mean estimate, as surveyed by
Thomson Reuters, is for a second-quarter loss of 93 cents.

                   About Washington Mutual Inc.

Washington Mutual Inc. (NYSE: WM) -- http://www.wamu.com/-- is a     
consumer and small business banking company with operations in
United States markets. The Company is a savings and loan holding
company.  It owns two banking subsidiaries, Washington Mutual Bank
and Washington Mutual Bank fsb, as well as numerous non-bank
subsidiaries.  The company operates in four segments: the Retail
Banking Group, which operates a retail bank network of 2,257
stores in California, Florida, Texas, New York, Washington,
Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada,
Utah, Idaho and Connecticut; the Card Services Group, which
operates a nationwide credit card lending business; the Commercial
Group, which conducts a multi-family and commercial real estate
lending business in selected markets, and the Home Loans Group,
which engages in nationwide single-family residential real estate
lending, servicing and capital markets activities.

                         *     *     *

As reported in the Troubled Company Reporter on March 17, 2008,
Moody's Investors Service downgraded the senior unsecured rating
of Washington Mutual, Inc. to Baa3 from Baa2.  Washington Mutual
Bank's long term deposit rating was downgraded to Baa2 from Baa1.  
Washington Mutual Bank's bank financial strength rating at C- and
short term rating at Prime-2 were affirmed.  Moody's placed a
negative outlook on all Washington Mutual entities.


WATER TOWER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: The Water Tower, Inc.
        95 West Summit Road
        Tuxedo, NY 10989

Bankruptcy Case No.: 08-36493

Chapter 11 Petition Date: July 11, 2008

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  (jsp@rattetlaw.com)
                  Julie A. Cvek, Esq.
                  (jcvek@rattetlaw.com)
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

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

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

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


WEIGHT WATCHERS: Full 17.5% VAT Imposed on UK Unit's Meeting Fees
-----------------------------------------------------------------
Weight Watchers International, Inc. received an adverse ruling
from the U.K. Court of Appeal with respect to the imposition of
value added tax, or VAT, on Weight Watchers' meetings fees
collected since April 1, 2005, by the company's subsidiary, Weight
Watchers (UK) Limited.

The company previously disclosed that this adverse ruling, if
received, would result in a total estimated amount owed of
approximately $50 million at Dec. 29, 2007, covering the period
April 1, 2005, through the end of fiscal 2007.  At the time of
that disclosure, the company recorded a charge of approximately
$23 million in accordance with SFAS 5, Accounting for
Contingencies.  Therefore, as a result of this ruling, in the
second quarter of fiscal 2008, the company will record a charge in
the amount not previously reserved for U.K. VAT for this prior
period, currently estimated to be approximately $28 million
inclusive of interest accruing on this amount through the second
quarter of fiscal 2008.  This incremental charge equates to a one-
time reduction to 2008 earnings per fully diluted share of
approximately $0.22.

On a going forward basis, the company will record VAT charges
associated with U.K. meeting fees as earned, consistent with this
ruling.  The additional 2008 annualized charges for U.K. VAT
resulting from this ruling are estimated to be approximately
$9 million.  These additional charges are expected to have the
impact of reducing fiscal 2008 earnings per fully diluted share by
approximately $0.07, of which approximately $5 million, or $0.04
per fully diluted share, is expected to be charged in the second
quarter of 2008 reflecting the additional VAT for both the first
and second quarters of fiscal 2008.

In summary, as a result of this ruling, the company expects to
incur a charge in the second quarter of 2008 for the period April
1, 2005, through the end of the second quarter of 2008 of
approximately $33 million, or $0.26 per fully diluted share.  Both
the prior period and the 2008 additional reduction to 2008
earnings per fully diluted share were not included in the
company's full year 2008 earnings guidance range.

For over a decade prior to April 1, 2005, Her Majesty's Revenue
and Customs, or HMRC, had determined that Weight Watchers meetings
fees in the U.K. were only partially subject to 17.5% standard
rated VAT.  In March 2005, HMRC reversed its prior determinations
and ruled that meetings fees in the U.K. should be fully subject
to 17.5% VAT.  It was the company's view that HMRC's prior
determinations should remain in effect and the company
successfully appealed HMRC's new determination to the U.K. VAT and
Duties Tribunal, which ruled on March 8, 2007, that meetings fees
should only be partially subject to 17.5% VAT.  HMRC appealed this
ruling to the U.K. High Court of Justice, which on Jan. 21, 2008
upheld the VAT Tribunal's decision in part and reversed its
decision in part.  Both the company and HMRC appealed the High
Court's decision to the U.K. Court of Appeal.

On June 25, 2008, the U.K. Court of Appeal issued its ruling that
Weight Watchers meetings fees in the U.K. were fully subject to
17.5% VAT, reversing the U.K. VAT Tribunal's 2007 decision in
favor of the company.  The company is reviewing its options,
including whether to seek permission to appeal the Court of
Appeal's ruling to the U.K. House of Lords.

Based in New York, Weight Watchers International Inc. (NYSE: WTW)
-- http://www.weightwatchersinternational.com/-- is the world's   
leading provider of weight management services, operating globally
through a network of company-owned and franchise operations.

WeightWatchers.com provides innovative, subscription weight
management products over the Internet and is the leading Internet-
based weight management provider in the world.  In addition,
Weight Watchers offers a wide range of products, publications and
programs for those interested in weight loss and weight control.

Weight Watchers International Inc.'s consolidated balance sheet at
March 29, 2008, showed $1.1 billion in total assets and
$2.0 billion in total liabilities, resulting in an approximately
$893.9 million total stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 25, 2008,
Standard & Poor's Ratings Services revised its outlook on Weight
Watchers International Inc. to stable from negative.  At the same
time, Standard & Poor's affirmed its ratings on the company,
including its 'BB' corporate credit rating.


WESTERN NONWOVENS: Files for Bankruptcy; To Sell Assets to SBC
--------------------------------------------------------------
Western Nonwovens Inc. and seven of its affiliates filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code before the
U.S. Bankruptcy Court for the District of Delaware, various
sources report.

Western Nonwovens was hurt by rising commodity costs and declining
sales associated with deterioration of the housing market,
Bloomberg quoted Jonathan Nash, chief executive officer of WNI, as
saying.

Furthermore, Western Nonwovens agreed to sell a substantial
portion of its assets to SBC Manufacturing Co. LLC.  The sale
includes the Western Nonwovens' plants in Orlando, Florida;
Sauget, Illinois; and an option to purchase a plant in Carson,
California.  The purchase agreement is subject to the approval of
the Bankruptcy Court.  Definitive documents will be filed with the
court, along with bidding procedures noting that qualified bidders
will be provided an opportunity to make higher and better offers
for the purchase.

Bid procedures for sale of assets not included in the sale to SBC
Manufacturing will also be filed with the court.

Western Nonwovens expects the sale to complete within 45 days.

At the same time, the Western Nonwovens reached an agreement with
its lender to provide debtor-in-possession financing, subject to
Bankruptcy Court approval, to fund its business operations while
it completes the sale process.  The financing will provide the
company the necessary funds to continue operations in the normal
course of business; keeping all of the company's currently
operating plants open on normal schedules, and fulfilling customer
orders.

"We are pleased to have entered into an agreement for the sale
of several of WNI's plants," said Mr. Nash.  "We have carefully
reviewed our options and believe that a sale will provide the best
long-term prospects for the company's customers, suppliers and
employees."

The transition of control should be concluded by the end of August
2008.

According to Bloomberg, the company listed assets of $28.4 million
and debts of $106.9 million.  The company owes at least $70.6
million in secured debt, the report says.

                     About Western Nonwovens

Headquartered in Carson, California, Western Nonwovens, Inc. --
http://www.westernnonwovens.com-- manufactures nonwoven materials  
and provides services to industries, including mattress,
automotive, retail apparel, filtration and furniture
manufacturers.


* Fitch Says US Housing Downturn Will Likely Persist This Year
--------------------------------------------------------------
The U.S. housing downturn will likely persist for the remainder of
this year, though the rate of decline should moderate from current
lofty levels, according to Fitch Ratings in the latest edition of
'The Chalk Line'.

Most of the statistical data reported so far in 2008 are
discouraging and the spring selling season was a bust, with year-
over-year housing start and new home sales comparisons likely to
be negative throughout 2008.

'Fitch projects further slippage in housing metrics for 2009, with
poor buyer psychology, easing pricing and excessive inventories
likely to mitigate other moderately positive developments', said
Managing Director and lead Homebuilding Analyst Robert Curran.

First quarter-2008 homebuilders' operating and financial
performances (before non-recurring charges) were typically quite
weak, a pattern likely to be replicated in 2Q'08 results.  
Deterioration in credit metrics continued in 1Q'08, particularly
for profit-related metrics.  Tangible net worth covenants have
been and will be a covenant issue for some companies.  Builders
continue to seek amendments from their bank groups.


* Fitch Reviews Ratings on 89 CDOs, Puts $7.9BB CDO on Neg. Watch
-----------------------------------------------------------------
With U.S. RMBS bonds continuing to experience credit deterioration
that has led to widespread downgrades across the sector, Fitch
Ratings recently undertook a review of 89 U.S. structured finance
CDO transactions that were not previously placed on Rating Watch
due to exposure to what had been better performing vintages of
subprime RMBS bonds. Upon completion of the review, Fitch has
placed $7.9 billion U.S. SF CDO tranches on Rating Watch Negative.

While much emphasis has been placed on the negative credit
migration of 2005-2007 subprime residential mortgage backed
securitizations, significant negative credit migration has also
affected alternative-A RMBS bonds along with 2003-2004 subprime
RMBS.  The Rating Watch Negative actions affect 159 rated tranches
from 49 of the 89 SF CDO transactions examined in the review.  Of
the 159 tranches placed on Rating Watch Negative, 52 were
previously downgraded and 108 tranches maintained their original
ratings until being placed on Rating Watch Negative in this
action.

Fitch's rating action affects 36 tranches currently rated 'AAA'
and 101 additional classes that are rated investment grade.  The
remaining 22 tranches placed on Rating Watch Negative at this time
are currently rated below investment grade.

In determining which tranches to place on Rating Watch Negative,
Fitch looked at the composition of the underlying portfolio to
assess potential impairment based on asset type, vintage and
original and current rating level.  Subprime and Alt-A RMBS assets
issued prior to 2005 and all other assets that have been
downgraded to the 'B' rating category and lower were assumed to
eventually default and generate a total loss to the portfolio.  
For 2005-2007 subprime and Alt-A RMBS and SF CDOs, expected losses
were assigned based on their original rating and vintage.

For each portfolio, losses were aggregated and subsequently
compared to the capital structure.  Tranches that had losses
greater than their credit enhancement and tranches with low
remaining credit enhancement after projected losses were applied
were placed on Rating Watch Negative.  Fitch notes that credit
deterioration of the underlying RMBS securities may be amplified
at the SF CDO-level due to the use of leverage as well as
structural features, such as overcollateralization haircuts and
OC-based events of default, which may adversely impact certain
rated notes and SF CDOs containing these notes.

This review marks the third full portfolio review of SF CDOs
resulting from deterioration in the RMBS markets.  This review
included SF CDOs not placed on Rating Watch Negative during the
February 2008 portfolio review.  The transactions in this review
can generally be grouped into three categories.

  -- The first category consists of 56 SF CDOs backed primarily by
     RMBS-related assets issued between 2002 and 2006;

  -- The second category includes 10 transactions issued during
     the same 2002-2006 period where the portfolios consist        
     primarily of non-RMBS assets, such as commercial mortgage-
     backed securities and other asset-backed securities;

  -- The third category is comprised of 24 transactions issued
     between 1999 and 2001 with significant exposure to
     manufactured housing and aircraft securitizations remaining
     in their current portfolios.  At issuance, these transactions
     were highly diversified across multiple structured finance
     sectors including RMBS, ABS, and CMBS but the higher quality
     assets have been paying off, leaving the remaining portfolios
     with a much higher concentration of distressed and defaulted
     assets often from the MH and aircraft sectors.  Many of the
     transactions in this third category had experienced
     downgrades previously when aircraft securitizations and MH
     had initially come under distress.

Of the 49 transactions placed on Rating Watch Negative, 39
transactions come from the 56 SF CDOs described in the first
category whereby 129 rated tranches totaling $6 billion are
directly attributable to the negative credit migration of the
aforementioned RMBS bonds.  There are 13 classes totaling
approximately $.5 billion that are from two transactions in the
second category.  Approximately $1.4 billion consisting of 18
rated classes from eight early vintage SF CDOs described in the
third category have been placed on Rating Watch Negative due to
credit deterioration attributable to non-RMBS credit migration as
well as the negative selection that occurs when performing assets
pay down and distressed and defaulted assets comprise a larger
portion of the portfolio.

Of the 40 transactions that were reviewed and had no classes
placed on Rating Watch Negative, 17 are from the first category,
seven are from the second category, and 16 a part of the third
category of deals.  These transactions were not placed on Rating
Watch Negative as Fitch's current portfolio loss projections are
offset by sufficient credit enhancement or are have small
outstanding principal balances and are expected to pay of in the
next two years.

Additionally, Fitch is reviewing its SF CDO approach and will
comment separately on any changes and potential rating impact at a
later date.

The resolution of this Rating Watch Negative action will reflect
the rating actions taken on the underlying RMBS assets and will
incorporate Fitch's most current view on SF CDOs.  The
characteristics of the exposure of each portfolio as well as the
structural features of the specific SF CDO will ultimately
determine the magnitude of rating downgrades.


* S&P Chips Ratings on 118 Classes from 13 RMBS Transactions
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 118
classes from 13 residential mortgage-backed securities
transactions backed by U.S. prime jumbo mortgage loan collateral
issued in 2005 and 2006.  S&P removed 106 of the lowered ratings
from CreditWatch with negative implications, where they were
placed on May 1, 2008 (ratings on 2006-vintage classes) and May 9,
2008 (ratings on 2005-vintage classes).  In addition, S&P affirmed
its ratings on 12 classes and removed them from CreditWatch
negative.
     
The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given S&P's current projected losses.  S&P used the 1999
prime jumbo vintage as its benchmark default curve to forecast the
performance of the 2005 and 2006 vintages.  The 1999 vintage
experienced the most stress of any issuance year over the past 10
years (excluding recent years since 2005) in terms of
foreclosures.  S&P expect the losses in 2005 and 2006 to
significantly exceed those experienced in 1999; however, in its  
opinion, the timing of the losses, and therefore the shape of the
loss curve, is more likely to be similar to that of 1999 than to
any subsequent year.

S&P calculated individual transaction projections by multiplying
the current foreclosure amount by the rate of change that the
foreclosure curve forecasted for the upcoming periods.  Due to
current market conditions, S&P are assuming that it will take
approximately 18 months to liquidate loans in foreclosure and
approximately eight months to liquidate loans categorized as real
estate owned.  S&P are assuming a loss severity of 23% for U.S.
prime jumbo RMBS transactions.
     
Additionally, S&P assumed that the loans that are currently REO
will be liquidated over the next eight months, and then its added
the projected loss amounts from the REO liquidations to the
projected losses from foreclosures.  S&P estimated the lifetime
projected losses by adding these projected losses to the actual
losses that the transactions have experienced to date.  As part of
our analysis, S&P considered the characteristics of the underlying
mortgage collateral as well as macroeconomic influences.  For
example, the risk profile of the underlying mortgage pools
influences S&P's default projections, while the outlook for
housing price appreciation and the health of the housing market
influence its loss severity assumptions.
     
The lowered ratings reflect our assessment of credit support under
three constant prepayment rate scenarios.  The first scenario
utilizes the lower of the lifetime or the 12-month CPR.  The
second utilizes a CPR of 6.00%, which is very slow by historical
standards.  The third scenario uses a CPR that is double the CPR
used in the first scenario.  This allows S&P to see how the
transactions would be affected in different CPR environments.  S&P
assumed a constant default rate for each pool.  Because the
analysis focused on each individual class with varying maturities,
prepayment scenarios may cause an individual class or the
transaction itself to prepay in full before it incurs the entire
loss projection.  Slower prepayment assumptions lengthen the
average life of the mortgage pool, which increases the likelihood
that total projected losses will be realized.
     
To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  In order to
maintain a rating higher than 'B', a class had to absorb losses in
excess of the base case assumption S&P used in its analysis.  For
example, one prime jumbo class may have to withstand 150% of S&P's
projected loss assumption in order to maintain a 'BB' rating,
while a different class may have to withstand losses of
approximately 200% of its base case loss assumption to maintain a
'BBB' rating.  Each class that has an affirmed 'AAA' rating can
generally withstand approximately 350% of its projected loss
assumptions under its analysis.
     
Subordination provides credit support for the affected
transactions.  The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. prime jumbo mortgage loans that
are secured by primarily by first liens on one- to four-family
residential properties.
     
To date, including the classes listed below and actions on both
publicly and confidentially rated classes, S&P have resolved all
of the prime jumbo collateral CreditWatch placements of the
ratings on 118 classes from 14 U.S. RMBS prime jumbo transactions
from the 2005 and 2006 vintages.  Currently, S&P's ratings on 171
classes from 22 U.S. RMBS prime jumbo transactions from the 2007
vintage are on CreditWatch negative.
     

                           Ratings Lowered

                  CHL Mortgage Pass-Through Trust

                                                    Rating
                                                    ------
  Transaction         Class      CUSIP         To             From
  -----------         -----      -----         --             ----
  2006-HYB5           B-4        170256AU5     D              CC

                     CSMC Mortgage-Backed Trust

                                                   Rating
                                                   ------
  Transaction         Class      CUSIP         To             From
  -----------         -----      -----         --             ----
  2006-8              A-P        22942MBH8     BB             AAA
  2006-8              PP         22942MBS4     BB             AAA
  2006-8              C-B-4      22942MBP0     CC             CCC

                      Lehman Mortgage Trust
                                                     Rating
                                                     ------
  Transaction         Class      CUSIP         To             From
  -----------         -----      -----         --             ----
  2006-3              B6         52520CBD6     D              CC
  2006-4              AP1        52520RAK8     BBB+           AAA
  2006-4              AX1        52520RAM4     BBB+           AAA

                        Prime Mortgage Trust

                                                     Rating
                                                     ------
  Transaction         Class      CUSIP         To             From
  -----------         -----      -----         --             ----
  2006-2              PO         74161YAC9     BBB            AAA
  2006-2              X          74161YAA3     BBB            AAA

                    TBW Mortgage-Backed Trust

                                                    Rating
                                                    ------
  Transaction         Class      CUSIP         To             From
  -----------         -----      -----         --             ----
  2006-1              C-B-1      225470V26     B              BB
  2006-1              C-B-2      225470V34     CCC            B
  2006-1              C-B-4      225470V67     CC             CCC

       Ratings Lowered and Removed from Creditwatch Negative

                    Chase Mortgage Finance Trust
  
                                               Rating
                                               ------
  Transaction         Class      CUSIP         To          From
  -----------         -----      -----         --          ----
  2006-S3             1-A1       16162XAA5     AA-   AAA/Watch Neg
  2006-S3             1-A2       16162XAB3     AA-   AAA/Watch Neg
  2006-S3             1-A3       16162XAC1     AA-   AAA/Watch Neg
  2006-S3             1-A5       16162XAE7     AA    AAA/Watch Neg
  2006-S3             1-A6       16162XAF4     AA-   AAA/Watch Neg
  2006-S3             1-A7       16162XAG2     AA-   AAA/Watch Neg
  2006-S3             2-A1       16162XAH0     AA-   AAA/Watch Neg
  2006-S3             2-A3       16162XAK3     AA-   AAA/Watch Neg
  2006-S3             A-M        16162XAP2     BBB   AA/Watch Neg

                 CHL Mortgage Pass-Through Trust

                                                   Rating
                                                   ------
  Transaction         Class      CUSIP         To          From
  -----------         ------     -----         --          ----
  2006-HYB5           1-A-2      170256AB7     AA    AAA/Watch Neg
  2006-HYB5           2-A-2      170256AH4     AA    AAA/Watch Neg
  2006-HYB5           3-A-2      170256AL5     AA    AAA/Watch Neg
  2006-HYB5           4-A-2      170256AP6     AA    AAA/Watch Neg
  2006-HYB5           M          170256AQ4     BB+   AA/Watch Neg

                  Citigroup Mortgage Loan Trust

                                                   Rating
                                                   ------
  Transaction         Class      CUSIP         To         From
  -----------         -----      -----         --         ----
  2006-AR5            1-B2       17309FAP3     BBB    A/Watch Neg

                    CSMC Mortgage-Backed Trust

                                                   Rating
                                                   ------
  Transaction         Class      CUSIP         To         From
  -----------         -----      -----         --         ----
2006-8              1-A-1      22942MAA4     BB      AAA/Watch Neg
2006-8              2-A-1      22942MAB2     BB      AAA/Watch Neg
2006-8              3-A-1      22942MAC0     BB      AAA/Watch Neg
2006-8              3-A-2      22942MAD8     BB     AAA/Watch Neg
2006-8              3-A-3      22942MAE6     BB     AAA/Watch Neg
2006-8              3-A-4      22942MAF3     BB     AAA/Watch Neg
2006-8              3-A-5      22942MAG1     BB     AAA/Watch Neg
2006-8              3-A-6      22942MAH9     BB     AAA/Watch Neg
2006-8              3-A-7      22942MAJ5     BB     AAA/Watch Neg
2006-8              3-A-8      22942MAK2     BB     AAA/Watch Neg
2006-8              3-A-9      22942MAL0     BB     AAA/Watch Neg
2006-8              3-A-10     22942MAM8     BB     AAA/Watch Neg
2006-8              3-A-11     22942MAN6     BB     AAA/Watch Neg
2006-8              3-A-12     22942MAP1     BB     AAA/Watch Neg
2006-8              3-A-13     22942MAQ9     BB     AAA/Watch Neg
2006-8              3-A-14     22942MAR7     BB     AAA/Watch Neg
2006-8              3-A-15     22942MAS5     BB     AAA/Watch Neg
2006-8              3-A-16     22942MAT3     BB     AAA/Watch Neg
2006-8              3-A-17     22942MAU0     BB     AAA/Watch Neg
2006-8              3-A-18     22942MAV8     BB     AAA/Watch Neg
2006-8              3-A-19     22942MAW6     BB     AAA/Watch Neg
2006-8              3-A-20     22942MAX4     BB     AAA/Watch Neg
2006-8              3-A-21     22942MAY2     BB     AAA/Watch Neg
2006-8              3-A-22     22942MAZ9     BB     AAA/Watch Neg
2006-8              3-A-23     22942MBA3     BB     AAA/Watch Neg
2006-8              3-A-24     22942MBB1     BB     AAA/Watch Neg
2006-8              3-A-25     22942MBC9     BB     AAA/Watch Neg
2006-8              3-A-26     22942MBD7     BB     AAA/Watch Neg
2006-8              4-A-1      22942MBE5     BB     AAA/Watch Neg
2006-8              5-A-1      22942MBF2     BB     AAA/Watch Neg

                      GSR Mortgage Loan Trust

                                                  Rating
                                                  ------
  Transaction         Class      CUSIP         To         From
  -----------         -----      -----         --         ----
  2006-AR2            1B2        36297TAN2     BBB     A/Watch Neg

                       Lehman Mortgage Trust
                                                  Rating
                                                  ------
  Transaction         Class      CUSIP         To        From
  -----------         -----      -----         --        ----
  2006-3              1-A2       52520CAE5     A     AAA/Watch Neg
  2006-3              1-A3       52520CAF2     A     AAA/Watch Neg
  2006-3              1-A4       52520CAG0     A     AAA/Watch Neg
  2006-3              1-A5       52520CAH8     A     AAA/Watch Neg
  2006-3              1-A6       52520CAJ4     A     AAA/Watch Neg
  2006-3              1-A7       52520CAK1     A     AAA/Watch Neg
  2006-3              1-A8       52520CAL9     A     AAA/Watch Neg
  2006-3              1-A9       52520CAM7     A     AAA/Watch Neg
  2006-3              1-A11      52520CAP0     A     AAA/Watch Neg
  2006-3              1-A13      52520CAR6     A     AAA/Watch Neg
  2006-3              2-A1       52520CAS4     A     AAA/Watch Neg
  2006-3              2-A2       52520CAT2     A     AAA/Watch Neg
  2006-3              3-A2       52520CAB1     A     AAA/Watch Neg
  2006-3              3-A3       52520CAC9     A     AAA/Watch Neg
  2006-3              M          52520CAW5     BB    AA+/Watch Neg
  2006-4              1-A1       52520RAA0     BBB+  AAA/Watch Neg
  2006-4              1-A2       52520RAB8     BBB+  AAA/Watch Neg
  2006-4              1-A3       52520RAC6     BBB+  AAA/Watch Neg
  2006-4              1-A4       52520RAD4     BBB+  AAA/Watch Neg
  2006-4              2-A1       52520RAE2     BBB+  AAA/Watch Neg
  2006-4              2-A2       52520RAF9     BBB+  AAA/Watch Neg

             Merrill Lynch Mortgage Investors Trust

                                                 Rating
                                                 ------
  Transaction        Class      CUSIP         To        From
  -----------        -----      -----         --        ----
  2006-AF1           AF-1       59023RAA7     BBB    AAA/Watch Neg
  2006-AF1           AF-2A      59023RAB5     BBB    AAA/Watch Neg
  2006-AF1           AF-2B      59023RAC3     BBB    AAA/Watch Neg
  2006-AF1           AF-2C      59023RAD1     BBB    AAA/Watch Neg
  2006-AF1           AF-3A      59023RAE9     BBB    AAA/Watch Neg
  2006-AF1           AF-3B      59023RAF6     BBB    AAA/Watch Neg
  2006-AF1           MF-1       59023RAN9     BB-    AA/Watch Neg
  2006-AF1           MV-1       59023RAR0     A+     AA/Watch Neg
  2006-AF1           MF-2       59023RAP4     B-     A/Watch Neg
  2006-AF1           MV-2       59023RAS8     BB+    A/Watch Neg

                       Prime Mortgage Trust

                                                 Rating
                                                 ------
  Transaction         Class      CUSIP         To       From
  -----------         -----      -----         --       ----
  2006-2              I-A1-1     74161YAL9     BBB   AAA/Watch Neg
  2006-2              I-A1-2     74161YAM7     BBB   AAA/Watch Neg
  2006-2              I-A1-3     74161YAN5     BBB   AAA/Watch Neg
  2006-2              I-A1-4     74161YAP0     BBB   AAA/Watch Neg
  2006-2              I-A1-5     74161YAQ8     BBB   AAA/Watch Neg
  2006-2              I-A2-1     74161YAR6     BBB   AAA/Watch Neg
  2006-2              I-A2-2     74161YAS4     BBB   AAA/Watch Neg
  2006-2              II-A1-1    74161YAT2     BBB   AAA/Watch Neg
  2006-2              II-A2-1    74161YAU9     BBB   AAA/Watch Neg

                           RFMSI Trust

                                                 Rating
                                                 ------
  Transaction         Class      CUSIP         To       From
  -----------         -----      -----         --       ----
  2006-SA4            I-A-2      74958CAD2     BBB+  AAA/Watch Neg
  2006-SA4            II-A-2     74958CAC4     BBB+  AAA/Watch Neg
  2006-SA4            III-A-3    74958CAN0     BBB+  AAA/Watch Neg

         Structured Adjustable Rate Mortgage Loan Trust

                                                  Rating
                                                  ------
  Transaction         Class      CUSIP         To       From
  -----------         -----      -----         --       ----
  2005-23             1-A4       863579K72     A     AAA/Watch Neg
  2005-23             2-A2       863579L30     A     AAA/Watch Neg
  2006-7              1-A2       86361BAB3     BBB-  AAA/Watch Neg
  2006-7              2-A2       86361BAD9     BBB-  AAA/Watch Neg
  2006-7              3-A2       86361BAG2     BBB-  AAA/Watch Neg
  2006-7              3-AS       86361BAH0     BBB-  AAA/Watch Neg
  2006-7              4-A2       86361BAK3     BBB-  AAA/Watch Neg

                    TBW Mortgage-Backed Trust

                                                   Rating
                                                   ------
  Transaction         Class      CUSIP         To        From
  -----------         -----      -----         --        ----
  2006-1              1-A-1      225470S87     A     AAA/Watch Neg
  2006-1              1-A-2      225470S95     A     AAA/Watch Neg
  2006-1              1-A-5      225470T45     A     AAA/Watch Neg
  2006-1              1-A-6      225470T52     A     AAA/Watch Neg
  2006-1              2-A-1      225470T60     A     AAA/Watch Neg
  2006-1              3-A-2      225470T86     A     AAA/Watch Neg
  2006-1              4-A-1      225470T94     A     AAA/Watch Neg
  2006-1              5-A-2      225470U35     A     AAA/Watch Neg
  2006-1              6-A-1      225470U43     A     AAA/Watch Neg
  2006-1              7-A-1      225470U50     A     AAA/Watch Neg

       Ratings Affirmed and Removed from Creditwatch Negative

                   Chase Mortgage Finance Trust

                                                  Rating
                                                  ------
  Transaction         Class      CUSIP         To        From
  -----------         -----      -----         --        ----
  2006-S4             A-M        16162YBC8     AA     AA/Watch Neg

                  Citigroup Mortgage Loan Trust

                                                  Rating
                                                  ------
  Transaction         Class      CUSIP         To        From
  -----------         -----      -----         --        ----
  2006-AR5            1-B1       17309FAN8     AA     AA/Watch Neg

                     GSR Mortgage Loan Trust

                                                  Rating
                                                  ------
  Transaction         Class      CUSIP         To        From
  -----------         -----      -----         --        ----
  2006-AR2            1B1        36297TAM4     AA     AA/Watch Neg

                      Lehman Mortgage Trust

                                                   Rating
                                                   ------
  Transaction         Class      CUSIP         To        From
  -----------         -----      -----         --        ----
  2006-4              3-A1       52520RAG7     AAA   AAA/Watch Neg
  2006-4              4-A1       52520RAH5     AAA   AAA/Watch Neg
  2006-4              5-A1       52520RAJ1     AAA   AAA/Watch Neg

         Structured Adjustable Rate Mortgage Loan Trust

                                                  Rating
                                                  ------
  Transaction         Class      CUSIP         To        From
  -----------         -----      -----         --        ----
  2006-7              1-A1       86361BAA5     AAA   AAA/Watch Neg
  2006-7              2-A1       86361BAC1     AAA   AAA/Watch Neg
  2006-7              3-A1       86361BAE7     AAA   AAA/Watch Neg
  2006-7              3-AF       86361BAF4     AAA   AAA/Watch Neg
  2006-7              4-A1       86361BAJ6     AAA   AAA/Watch Neg
  2006-7              4-AX       86361BAL1     AAA   AAA/Watch Neg


* Three Chapter 11 Filers in Fortune Top 500 Companies
------------------------------------------------------
Three companies who previously filed for Chapter 11 protection
from creditors in the United States, made it to Fortune
Magazine's 2008 Fortune Global 500 list of largest companies by
revenues:

                         | --- Revenues ---   | --- Profits ----
            |  Global    |          % change  |         % change     
   Company  |  500 Rank  | $ mill.   in 2006  | $ mill.  in 2006
   -------  |  --------  |  -------  -------  | -------  -------
    Delphi       305        26,160      -1       -3,065        0
    UAL          422        20,143       4          403    -98.5
    Delta Air    441        19,154      12        1,612        0

UAL Corp. and Delta Air Lines, Inc., were 4th and 6th largest
among seven airlines in the Fortune 500, which had Air France-KLM
Group on top at 222nd place overall with $34,130,000,000 in
revenues, and $1,059,000,000 in profits.

Delta, which emerged from bankruptcy protection April 30, 2007,
announced a merger with Northwest Airlines on April 14, 2008, to
form one of the world's biggest airline with $35,000,000,000 in
combined annual revenues, and $17,700,000,000 in enterprise
value.  UAL, parent of United Airlines, emerged from from
bankruptcy in February 2006.  Soleil Securities Corp. analyst
James M. Higgins, informed clients in May 2009 that AMR, which
American Airlines parent AMR Corp., which came in 3rd among
airlines and 366 overall in the Fortune 500, may have trouble
avoiding bankruptcy by sometime in 2009.  He added that UAL may
also be close to that possibility.

Delphi Corp. obtained confirmation of its Chapter 11 plan in
January 2008 but has languished in bankruptcy after lenders led
by Appaloosa Management, L.P., backed out from their commitment
to provide $2,550,000,000 in exit equity financing.

Bankruptcy Creditors' Service, Inc. -- http://www.bankrupt.com/
-- launched newsletters covering the restructuring proceedings of
Delta, UAL and Delphi.

U.S. automaker General Motors Corp., Delphi's primary customer,
came in 9th.  A Merrill Lynch & Co. analyst said July 2 that GM
may need to raise $15,000,000,000 and that bankruptcy for United
States' largest automaker is not "impossible", which statement
caused GM shares to tumble to a 54-year low.  GM CEO Rick
Wagoner, however, said that the company has "no thoughts
whatsoever" of filing for Chapter 11.

Japan-based Toyota Motor was the highest ranked automaker in the
list, at 5th, with more than $230,200,800,000 in revenues and
$15,043,000,000 in profits for 2007, compared to GM's $182,347,000
in sales and $38,732,000,000 in losses.

Ford Motor Company, which, like the other members of Detroit's Big
Three (including GM and Chrysler), is struggling to stem losses
and restore sales, came in 4th among auto-makers, and 13th overall
with 172,468,000,000 in revenues and losses of $2,723,000,000 for
2007, following Daimler who was 11th with 177,167,100,000 in
revenues.  Chrysler LLC did not make it to the Fortune 500.

General Motor came in as the top money loser among companies
listed on the Fortune 500:

                    |   Global    |     Loss
   Company          |   500 Rank  |  (in $ mill.)
   -------          |   --------  |   ----------
   General Motors            9          38,732  
   Sprint Nextel           176          29,580
   KFW Bankengruppe        199          8,443
   Merrill Lynch           100          7,777
   U.S. Postal Svc.         83          5,142
   Alcatel-Lucent          325          4,815
   UBS                      31          3,654
   Freddie Mac             162          3,094
   Delphi                  305          3,065
   Ford Motor               13          2,723
   GMAC                    244          2,332
   Fannie Mae              161          2,050

Wal-Mart Stores ranked No. 1 in the Fortune 500 with
$378,799,000,000 in revenues and $12,731,000,000 in profits for
2007.


* Consumer Bankruptcy Filings Up 30% in First Half of 2008
----------------------------------------------------------
U.S. consumer bankruptcy filings increased 30% nationwide during
the first six months of 2008 -- Jan. 1 - June 30 -- from the same
period a year ago, according to the American Bankruptcy Institute,
relying on data from the National Bankruptcy Research Center.  The
overall June consumer filing total of 82,770 was 20.7% more than
the 68,559 consumer filings recorded in June 2007.  While the June
total represented an increase over the previous year, it was a
9.3% decrease from the May 2008 total of 91,214 consumer filings.  
Chapter 13 filings constituted 32.6 percent of all consumer cases
in June, a slight increase from May.

"The overall trend of rising bankruptcies reflects the growing
financial strain of felt by U.S. households, burdened by high
debt, rising mortgage costs and falling home values," said ABI
Executive Director Samuel J. Gerdano in a news statement.

ABI is the largest multi-disciplinary, nonpartisan organization
dedicated to research and education on matters related to
insolvency.  ABI was founded in 1982 to provide Congress and the
public with unbiased analysis of bankruptcy issues.  The ABI
membership includes more than 11,700 attorneys, accountants,
bankers, judges, professors, lenders, turnaround specialists and
other bankruptcy professionals, providing a forum for the exchange
of ideas and information.  On the Net: http://www.abiworld.org/


* Fulbright Forms Subprime and Credit Crisis Practice Group
-----------------------------------------------------------
Lawyers working within Fulbright & Jaworski LLC's securities and
complex commercial litigation, bankruptcy, and white collar
defense and government investigations groups have long handled
matters that involve the issues emerging as the global subprime
crisis continues to unfold.

In a time when some have suggested the turmoil in the credit
markets could result in losses reaching as high as $1 trillion,
Fulbright's lawyers are addressing the needs of financial
institutions, brokerage firms, title companies, corporate
directors and officers, and public accounting firms through the
international firm's recently formalized Global Subprime and
Credit Crisis Practice Group.

A team of lawyers from disciplines across the firm will work
proactively to guide clients through the vast array of issues the
subprime crisis presents, including complex litigation, internal
and governmental investigations and bankruptcy, and will examine
clients' internal policies and practices.

"Issues similar to those we now face with the subprime fall out
date back to the late 1980s when many of our lawyers were handling
litigation involving the failed savings and loan industry," said
Stephen C. Dillard, the head of Fulbright's Global Litigation
Department.  "This is an area where we can offer our clients the
advice and experience they need to successfully deal with the
subprime collapse."

In 2003, lawyers now working in Fulbright's subprime practice
group successfully defended a nine-week class-action jury trial in
California.  The suit was brought on behalf of borrowers of a
bankrupt subprime mortgage lender who alleged fraud by an
investment banking firm in the sale of subprime mortgages.

Others in the group are actively assisting U.S. and European
banks and fund managers in connection with sophisticated subprime
matters involving restructurings and potential litigation.  
Fulbright has also assisted entities purchasing and selling
subprime mortgages, including a mortgage subsidiary of a top Wall
Street investment banking firm.

"The challenges are complex and typically span multiple
jurisdictions," said Chris Warren-Smith, a partner in Fulbright's
London location and co-head of the subprime group.  "We have
assembled what we believe to be a unique team of skilled lawyers
to offer a single law firm solution to the domestic and
international challenges that arise."

Five co-heads from various disciplines and offices within the firm
have been designated to steer the practice group:

   -- Rodney Acker, a financial institutions litigator
      in Dallas;

   -- David Barrack, a bankruptcy litigator in New York;

   -- Anne Rodgers, a securities and complex commercial litigator
      in Houston;

   -- Richard Smith, a white collar defense and government
      investigations litigator in Washington, D.C.; and

   -- Chris Warren-Smith, a financial disputes and investigations
      lawyer in London.

"Given our experience and international platform, we are
uniquely positioned to work with clients in tackling the complex,
international issues related to subprime matters," said New
York partner Paul Jacobs, the co-head of Fulbright's Corporate
Practice. "This is an issue that is impacting markets across the
globe."

The ongoing investigations that are continuing into the collapse
of the credit and subprime lending markets have also expanded into
the auction rate securities market, which are long-term debt
instruments where the interest rates are determined through weekly
or monthly auctions. Due to the current credit crisis and its
effect on bond insurers, auction-rate securities, which were once
treated as cash equivalents, suddenly became difficult to trade
given there were not enough purchasers for all the shares being
sold, which created failed auctions.

"Our knowledge of markets worldwide combined with our experience
with complex litigation, government and corporate investigations,
public finance, and bankruptcy puts us in a position to assist our
clients through the evolving issues some face as the subprime
collapse continues to unfold," said Barrack.  "We're doing what we
have always done to serve our clients as this new surge of
litigation takes root.  We expect subprime litigation will be
something we will help those who face it to work through for a
number of years to come."

                   About Fulbright & Jaworski

Headquartered in Houston, Texas, Fulbright & Jaworski LLP --
http://www.fulbright.com/-- is a full-service international law     
firm, with nearly 1,000 lawyers in 16 locations in Austin,
Beijing, Dallas, Denver, Dubai, Hong Kong, Houston, London, Los
Angeles, Minneapolis, Munich, New York, Riyadh, San Antonio, St.
Louis and Washington, D.C.  Founded in 1919, Fulbright provides a
full range of legal services to clients worldwide.

The 2007 BTI survey of FORTUNE 1000 general counsel chose
Fulbright as "The BTI Client Service 30" A-Team and Corporate
Board Member magazine named Fulbright among the top 20 corporate
law firms in the U.S. in their survey of board members of public
companies.


* Justice Dept. Names D. McDermott as U.S. Trustee for Region 9
---------------------------------------------------------------
Daniel M. McDermott has been appointed by the Attorney General as
the United States Trustee for Ohio and Michigan (Region 9),
Clifford J. White III, Director of the Executive Office for United
States Trustees, said.  Mr. McDermott's appointment took effect
July 11, 2008.

"It gives me great pleasure to announce the appointment of Dan
McDermott as United States Trustee for Ohio and Michigan." Mr.
White stated.  "During his years with the U.S. Trustee Program,
Mr. McDermott has proven himself to be an exemplary public
servant, a skillful manager, and a fine lawyer.  I look forward to
working with him as he leads this important region."

Mr. McDermott was appointed as the Assistant U.S. Trustee in the
Program's Cleveland office in 1991, after serving three years as a
Trial Attorney in that office.  In 1999, he was recognized with
the Director's Award for Management Excellence.  Prior to joining
the Program, Mr. McDermott held positions as a Bankruptcy
Administrator for the U.S. Bankruptcy Court for the Northern
District of Ohio and as a bank officer and assistant counsel.

Mr. McDermott received his law degree from Cleveland-Marshall
College of Law in Cleveland, Ohio, and his undergraduate degree
from Villanova University in Villanova, Pennsylvania.

The U.S. Trustee Program is the component of the Department of
Justice that protects the integrity of the bankruptcy system by
overseeing case administration and litigating to enforce the
bankruptcy laws.  The Program has 21 regions and 95 field offices.
Region 9 is headquartered in Cleveland with additional offices in
Cincinnati and Columbus, Ohio, and Detroit and Grand Rapids,
Michigan.


* U.S. SEC to Probe Industry Controls Against False Information
---------------------------------------------------------------
The U.S. Securities and Exchange Commission said that, together
with other securities regulators, it will immediately conduct
examinations aimed at the prevention of the intentional spread of
false information intended to manipulate securities prices.  The
examinations will be conducted by the SEC's Office of Compliance
Inspections and Examinations, as well as the Financial Industry
Regulatory Authority and New York Stock Exchange Regulation, Inc.

The securities laws require that broker-dealers and investment
advisers have supervisory and compliance controls to prevent
violations of the securities laws, including market manipulation.  
Examiners will focus on these controls and whether they are
reasonably designed to prevent the intentional creation or
spreading of false information intended to affect securities
prices, or other potentially manipulative conduct.

These examinations are in addition to the Commission's enforcement
investigations into alleged intentional manipulation of securities
prices through rumor-mongering and abusive short selling that are
already underway.

"The examinations we are undertaking with FINRA and NYSE
Regulation are aimed at ensuring that investors continue to get
reliable, accurate information about public companies in the
marketplace," said SEC Chairman Christopher Cox.  "They will also
provide an opportunity to double-check that broker-dealers and
investment advisers have appropriate training for their employees
and sturdy controls in place to prevent intentionally false
information from harming investors."

FINRA, NYSE Regulation and the Options Regulatory Surveillance
Authority recently reminded industry firms that intentionally
spreading false rumors or engaging in collusive activity to affect
the financial condition of an issuer are violative activities, and
further reminded market participants to review their internal
controls and procedures to prevent this type of conduct.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
ABSOLUTE SOFTWRE      ABT         89            (2)        30
AFC ENTERPRISES       AFCE       146           (51)       (28)
APP PHARMACEUTIC      APPX      1,087           (73)       227
AVANT IMMUNOTHER      AVAN         41            28         11
BARE ESCENTUALS       BARE        236          (76)        99
BLOUNT INTL           BLT         407          (44)       138
CABLEVISION SYS       CVC       9,180        (5,114)     (476)
CENTENNIAL COMM       CYCL      1,346        (1,058)       26
CHENIERE ENERGY       CQP       1,923          (253)      108
CHENIERE ENERGY       LNG       2,955           (65)      258
CHOICE HOTELS         CHH         338          (142)      (26)
CINCINNATI BELL       CBB       2,034          (660)       32
COMPASS MINERALS      CMP         800            29       209
COREL CORP            CRE         256           (18)      (30)
CROWN MEDIA HL-A      CRWN        668          (661)       (1)
CV THERAPEUTICS       CVTX        228          (208)      156
CYBERONICS            CYBX        136           (15)      110
DELTEK INC            PROJ        179           (79)       32
DOMINO'S PIZZA        DPZ         453        (1,451)       58
DUN & BRADSTREET      DNB       1,632          (479)     (177)
EINSTEIN NOAH RE      BAGL        154           (29)        5
ENDEVCO INC           EDVC         19            (5)       (8)
EXTENDICARE REAL      EXE-U     1,498           (43)      (28)
GENCORP INC           GY          994           (24)       67
GENERAL MOTORS        GM      145,741       (39,674)  (10,929)
HEALTHSOUTH CORP      HLS       2,012        (1,065)     (214)
HUMAN GENOME SCI      HGSI        914           (49)       26
ICO GLOBAL C-NEW      ICOG        608          (160)      (49)
IMAX CORP             IMAX        204           (95)       (8)
IMAX CORP             IMX         204           (95)       (8)
INCYTE CORP           INCY        237          (197)       193
INTERMUNE INC         ITMN        236           (56)       166
IPCS INC              IPCS        548           (47)        69
KNOLOGY INC           KNOL        654           (52)        (6)
KOPPERS HOLDINGS      KOP         700             2        217
LIFE SCIENCES RE      LSR         199           (22)         6
LINEAR TECH CORP      LLTC      1,504          (488)     1,004
MEDIACOM COMM-A       MCCC      3,612          (296)      (297)
MOODY'S CORP          MCO       1,587          (903)      (466)
NATIONAL CINEMED      NCMI        490          (547)        51
NAVISTAR INTL         NAV      11,614          (562)     1,415
NEW FLYER INDUST      NFI-U       890            10         47
NPS PHARM INC         NPSP        187          (199)        97
PRIMEDIA INC          PRM         251          (137)        (6)
PROTECTION ONE        PONE        655           (45)         0
RADNET INC            RDNT        498           (78)        25
REDWOOD TRUST         RWT       8,546           585        N.A.
REGAL ENTERTAI-A      RGC       2,634          (186)       153
RESVERLOGIX CORP      RVX          26             8         22
ROK ENTERTAINMEN      ROKE         17           (25)        (7)
RSC HOLDINGS INC      RRR       3,412           (42)       (65)
RURAL CELLULAR-A      RCCC      1,350          (580)       137
SALLY BEAUTY HOL      SBH       1,432          (729)       401
SEALY CORP            ZZ        1,049          (115)        48
SOLUTIA INC           SOA       4,794         1,030        870
SONIC CORP            SONC        776          (110)       (31)
THERAVANCE            THRX        300           (91)       219
UST INC               UST       1,436          (391)       405
VALENCE TECH          VLNC         27           (59)        11
VISA INC-CLASS A      V        33,869        22,315      4,245
VOYAGER LEARNING      VLCY        917           (53)      (637)
WARNER MUSIC GRO      WMG       4,532          (103)      (813)
WEIGHT WATCHERS       WTW       1,095          (894)      (252)
WESTMORELAND COA      WLB         783          (178)       (85)
WR GRACE & CO         GRA       3,927          (285)     1,091
XERIUM TECHNOLOG      XRM         925          (499)         0
SATELLITE -A          XMSR      1,662        (1,038)     (293)

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Raphael M. Palomino, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***