TCR_Public/080725.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 25, 2008, Vol. 12, No. 176           

                             Headlines

1027 RUE: Voluntary Chapter 11 Case Summary
ADVANCED MICRO: Posts $1.2 Billion Net Loss in 2008 Second Quarter
ADVANSTAR COMMUNICATIONS: Moody's B3 Rating Has Stable Outlook
AIRPLANES PASS-THROUGH: Fitch Holds 'BB' Rating on Cl. A-8 Notes
AMERICAN LAFRANCE: Exits Chapter 11 Bankruptcy, Moves Fire Biz

AMPEX CORPORATION: Has Until October 26 to File Chapter 11 Plan
ASARCO LLC: Union Leader Urges DOJ, State AGs to Choose Vedanta
ATLANTIC WINE: Meyler & Co Expresses Going Concern Doubt
ATOM ACQUISITION: Moody's Assigns (P)Ba1 Corporate Family Rating
AVIATION CAPITAL: Fitch Puts Two Low-B Ratings Under Neg. Watch

BBW ENTERPRISES: Voluntary Chapter 11 Case Summary
BEAR STEARNS COMMERCIAL: Fitch Affirms 'BB+' Rating on Certs.
BENTON COUNTY PROPERTY: Voluntary Chapter 11 Case Summary
CALIFORNIA OIL: Posts $310,615 Net Loss in Quarter Ended May 31
CENTERLINE HOLDING: NYSE Routes Share Trade to NYSE Arca Exchange

CHARLES MAK: Case Summary & 20 Largest Unsecured Creditors
CHESAPEAKE CORP: UK Subsidiary Agrees on Amended Recovery Plan
CIENA CORPORATION: Moody's Withdraws Ratings on Lack of Rated Debt
CLEAR CHANNEL: Shareholders Approve Bain Capital-Led Merger
COCHRAN CUSTOM: Case Summary & 20 Largest Unsecured Creditors

COMMERCIAL MORTGAGE: Fitch Chips $14.7MM Certs Rating to 'C/DR5'
D&C LOGISTICS: Voluntary Chapter 11 Case Summary
DAVID FLETTRICH: Voluntary Chapter 11 Case Summary
DEATH ROW: Global Music Wants Court to Postpone Sale Closing
DELTA AIR: Extends Pinnacle Contract Through September 2008

DIANE SPREADBURY: Voluntary Chapter 11 Case Summary
DLJ COMMERCIAL: Fitch Holds 'B-' Rating on $6.3MM Class B-7 Certs.
DML LAND: Case Summary & 10 Largest Unsecured Creditors
DOUBLE JJ: Judge Hughes Appoints Receiver in Bankruptcy Case
DRIVETIME: Moody's Reviews Low-B Senior Debt Rating for Likely Cut

DYNAMERICA MFG: Gets Initial OK to Use TRW Unit's $2MM Financing
ENTERGY GULF: Company Split Cues Fitch to Take Rating Actions
ENVIRONMENTAL TECTONICS: Has $10.4MM Equity Deficit at May 30
FEARLESS INT'L: Case Summary & 39 Largest Unsecured Creditors
FIRST MAGNUS: Violated Real Estate Settlement Rules, HUD Says

FIRST PROTECTION: Voluntary Chapter 11 Case Summary
FIRST DARTMOUTH: Wants Ch. 11 Plan Confirmation Hearing Hold Off
FOAMEX INTERNATIONAL: Elects Directors, Updates on Debt Reduction
FORD MOTOR: Net Loss Slides to $8.7BB in Quarter Ended June 30
GAMMA PHARMA: LL Bradford & Co Expresses Going Concern Doubt

GE COMMERCIAL: S&P Lowers Ratings on Three Classes of Certificates
GLOBALIGN INC: Case Summary & 20 Largest Unsecured Creditors
GMAC LLC:  Jim Jones Resigns, Names Thomas Marano as ResCap CEO
GTC BIOTHERAPEUTICS: Fails to Regain NASDAQ Minimum Price Bid
HANCOCK FABRICS: Court Confirms Chapter 11 Plan of Reorganization

HANFORD MONTECITO: Case Summary & 16 Largest Unsecured Creditors
HEALTHSOUTH CORP: To Discuss Second Quarter Results on August 6
HECKLE'S EAGLE: Case Summary & 40 Largest Unsecured Creditors
HOLDINGS GAMING: S&P Rates Proposed $445MM Credit Facilities 'BB-'
HUNTINGTON POINTE: Voluntary Chapter 11 Case Summary

IL PALAZZO I: Voluntary Chapter 11 Case Summary
INVITROGEN CORP: S&P Rates Proposed $2.65BB Credit Facility 'BB+'
INTERPUBLIC GROUP: Moody's Rates $335MM Debt Facility Due 2011 Ba3
ISCO INTERNATIONAL: Appoints J. Christie as Vice President - Sales
JHT HOLDINGS: U.S. Trustee Forms Four-Member Creditors Committee

JONATHAN SHIFF: Taps Smaha Law Group as Bankruptcy Counsel
JPMORGAN CHASE: S&P Puts Default Rating on Class K Certificates
JP MORGAN CHASE: Fitch Cuts Ratings on Certs.; Removes Neg. Watch
KENDLE INTERNATIONAL: Moody's Withdraws Low-B and SGL-2 Rating
LAKE LAS VEGAS: Obtains Court's Nod to Use $1.1MM Cash Collateral

LEASE INVESTMENT: Fitch Downgrades Ratings on Five Note Classes
LONGPORT FUNDING III: Moody's Junks Rating on Class A1-VF Notes
LUBBOCK MEDICAL: Junks Sale Motion; Wants OK on Collins DIP Fund
LUIS PENA: Voluntary Chapter 11 Case Summary
LUMINENT MORTGAGE: Awards CIO 750,000 in Restricted Common Shares   

MAXXAM INC: Inks Agreement with PBGC on PALCO Pension Plan
MEDICAL GASES: Case Summary & 20 Largest Unsecured Creditors
MICHAEL GRAY: Case Summary & 20 Largest Unsecured Creditors
MORTGAGES LTD: Wants to Hire Barry Monheit as Financial Advisor
MRS HOMES: Voluntary Chapter 11 Case Summary

NATIONAL DRY: Section 341(a) Meeting Scheduled for August 20
NATIONAL DRY: Wants to Hire Young Conaway as Attorney
NETWOLVES CORP: Seeks Another Exit Financing After Axiom's Failure
NEW AMSTERDAM: Case Summary & 11 Largest Unsecured Creditors
NEW MOUNT OLIVE: Case Summary & Two Largest Unsecured Creditors

OMNI FINANCIAL: Decides to Delist Common Stock from Nasdaq
ORIENTAL FIN'L: S&P Holds 'BB+' Rating; Changes Outlook to Stable
PACIFIC LIFE: Fitch Lifts FS Rating to A from BB After PLC Deal
PEGASUS AVIATION: Fitch Cuts Ratings on Two Classes to 'CCC/DR2'
PFF BANCORP: To Move Share Trading to Over the Counter Market

PLASTECH ENGINEERED: No Admin. Treatment to Reclamation Claims
PLAYMORE INC: Case Summary & 20 Largest Unsecured Creditors
PLASTECH ENGINEERED: Plant in Elwood, Indiana Damaged by Fire
PORTOLA PACKAGING: May 31 Balance Sheet Upside-Down by $106.8MM
PORTOLA PACKAGING: Plans to Restructure by Pre-Package Chapter 11

PRIME 2004-CL1A: S&P Junks Ratings on Two Classes of Certificates
QUEBECOR WORLD: Catalyst Slashes Reclamation Claim to $1,852,016
QUEBECOR WORLD: Inks Two Master Lease Pacts with National City
QUEBECOR WORLD: Mulls $19.7 Mil. Expansion of Dubuque, Iowa Plant
QUEBECOR WORLD: Signs $55 Mil. Printing Deal with Reader's Digest

RESIDENTIAL CAPITAL: Appoints Thomas Marano as Chairman and CEO
REVE SPC: Moody's Cuts EUR10MM Notes Series 2007-3F2 Rating to Ba2
REVE SPC: Moody's Cuts Rating on $3MM Dryden XVII Notes to B2
RICHFX INC: Bought by ChannelAdvisor for $3 Million
ROCK 2001-C1: Moody's Affirms Junk Rating on $4.5MM Class N Cert.

ROSEWIND PROPERTY: Voluntary Chapter 11 Case Summary
RUSSELL BOTTOMS: Voluntary Chapter 11 Case Summary
SANDISK CORP: Severe 2Q Operating Losses Cue S&P to Cut Ratings
SCOTTISH RE: A.M. Best Cuts FS Rating to C(Weak) from C(Marginal)
SEDONA 2005-1: Moody's Junks Rating on $9MM Class B3-LEK Notes

SEDONA 2005-2: Moody's Junks Ratings on Notes with A3 Prior Rating
SEDONA 2005-1: Moody's Cuts Rating on $2MM Class A3-LK Notes
SEDONA 2005-1: Moody's Cuts Class A3-F Notes Rating by 9 Notches
SEMGROUP LP: Court OKs Use of Cash Collateral, First Day Motions
SEMGROUP LP: Fitch Cuts, Withdraws Ratings After Bankruptcy Filing

SEMGROUP LP: Voluntary Ch. 11 Filing Cues Moody's to Junk Ratings
SEMGROUP LP: Bankruptcy Filing Cues Fitch to Put Default Ratings
SERVICEMASTER CO: Moody's Assigns B3 Rating to $1.15BB Notes
SHEFFIELD CDO II: Moody's Junks Rating on Class C Notes Due 2051
SHORELAND DEVELOPMENT: Voluntary Chapter 11 Case Summary

STEVE & BARRY'S: Sears, GAP Interested in Buying Assets, WSJ Says
SPRINT NEXTEL: Selling Towers to TowerCo LLC for $670 Million Cash
STEVE & BARRY'S: Trustee Appoints Unsecured Creditors Committee
SUMMA LLC: Chapter 11 Case Summary and Largest Unsecured Creditor
TEMPLE BETH: Case Summary & 11 Largest Unsecured Creditors

TOLLIVER SWALLOW: Case Summary & Seven Largest Unsecured Creditors
TOUSA INC: Wants Court to Pool Appeals on Cash Collateral Order
TRIPLE S: Voluntary Chapter 11 Case Summary
TRITON AVIATION: Fitch Keeps 'C/DR6' Ratings on Four Note Classes
TULLY'S COFFEE: Says 10-K Filing with the SEC Will be Delayed

US XPRESS: Moody's Cuts Ratings to B3 with Negative Outlook
UAL CORP: United Agrees with IAM on Voluntary Early Out Program
UAL CORP: JPMorgan Analyst Sees Disclosure of $1 Billion Cash Call
UAL CORP: Faces Illegal Profiting Charges by Immigrant Workers
UNIBLEND MANUFACTURING: Case Summary & 20 Largest Unsec. Creditors

VERASUN ENERGY: S&P's Rating Unaffected by Ethanol Plant Start-Up
VERENIUM CORP: Receives $40MM Grant to Develop Small-Scale Plant
VILLA CORTEZ: Voluntary Chapter 11 Case Summary
VONAGE HOLDINGS: Secures $215MM Debt Financing from Silver Point
WINERY DISPOSITION: Case Summary & Four Largest Unsec. Creditors

WR GRACE: Court Sets October 21 as ZAI Proof of Claims Bar Date
XM SATELLITE: June 30 Balance Sheet Upside-Down by $1.2 Billion
XM SATELLITE: S&P Junks Rating on Proposed $400MM Rule 144A Notes

* Delay in TRUP Payments by Banks Cues Moody's to Review Ratings
* Fitch Says Negative Rating Trend in Global Bank to Continue
* Fitch: Copper, Aluminum Prices on New  Peaks on US Dollar Slump
* Fitch: New Econ. Stress in US Banking Takes a Toll on Investors

* Moody's Sees Stability in Global Non-Durable Products Industry
* Moody's: Issuers with Weakest Liquidity Rating Hit Record High
* Moody's Shows How its New Risk Measures Work for ABS Sector
* S&P Cuts Ratings on 1,317 Classes from 270 US Subprime RMBS
* S&P Expands 'C' Rating Definition; Revises Ratings on Six Issues

* Summary of Key Issues on Amendments to BIA and CCAA

* Raymond Chabot Expands Service Offering with Synerma Acquisition

* BOOK REVIEW: Corporate Players:
               Designs for Working and Winning Together

                             *********

1027 RUE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 1027 Rue Chartres, LLC
        1027 Rue Chartres
        New Orleans, LA 70116

Bankruptcy Case No.: 08-11714

Chapter 11 Petition Date: July 22, 2008

Court: Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Darryl T. Landwehr, Esq.
                  Email: dtlandwehr@aol.com
                  1010 Common Street, Suite 1710
                  New Orleans, LA 70112
                  Tel: (504) 561-8086
                  Fax: (504) 561-8089

Total Assets: $2,333,050

Total Debts: $1,629,089

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


ADVANCED MICRO: Posts $1.2 Billion Net Loss in 2008 Second Quarter
------------------------------------------------------------------
Advanced Micro Devices Inc. disclosed on July 17, 2008 its
financial position and results of operations as of and for its
second fiscal quarter ended June 28, 2008.

In the second quarter of 2008, the company reported a net loss of
$1.2 billion.  For continuing operations, the second quarter loss
was $269 million and the operating loss was $143 million.  Loss
from discontinued operations was $920 million, including asset
impairment charges of $876 million.

The results for continuing operations for the second quarter of
2008 include a net favorable impact of $97 million, which consists
of a $193 million gain on sale of 200mm equipment, reduced by
$36 million in marketable securities impairment charges,
$30 million in amortization of acquired intangibles, integration
and other charges, and $30 million in restructuring charges.
  
The company reported second quarter 2008 revenue from continuing
operations of $1.3 billion, a seven percent decrease compared to
the first quarter of 2008 and a three percent increase compared to
the second quarter of 2007.  As part of its previously
communicated review of its non-core businesses, the company
decided to divest its Handheld and DTV product businesses, and
therefore is classifying them as discontinued operations for
financial reporting.

In the first quarter of 2008 the company had revenue from
continuing operations of $1.5 billion, a net loss of $358 million,
a loss from continuing operations of $308 million and an operating
loss of $214 million.  In the second quarter of 2007 the company  
had revenue from continuing operations of $1.3 billion, a net loss
of $600 million, a loss from continuing operations of $531 million
and an operating loss of $396 million.

"While we had a disappointing quarter financially, customer
adoption of our recently introduced microprocessor and graphics
products and platform offerings is strong, and we see increasing
momentum across our businesses," said Robert J. Rivet, the
company's chief financial officer.  "In the face of challenging
macroeconomic conditions, we remain committed to achieving
operating profitability in the second half of the year based on
the continued ramp of new products, increased market penetration
of our differentiated solutions, and continued actions designed to
reduce our breakeven point."

Second quarter 2008 gross margin was 52 percent.  Excluding the
positive impact associated with the sale of 200mm manufacturing
equipment, second quarter 2008 gross margin was 37 percent,
compared to 41 percent in the first quarter of 2008 and 34 percent
in the second quarter of 2007.

                          Balance Sheet

At June 28, 2008, the company's consolidated balance sheet showed
$9.8 billion in total assets, $8.1 billion in total liabilities,
$189 million in minority interest in consolidated subsidiaries,
and $1.5 billion in total stockholders' equity.

                       About Advanced Micro

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.

                          *     *     *

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 is Negative.


ADVANSTAR COMMUNICATIONS: Moody's B3 Rating Has Stable Outlook
--------------------------------------------------------------
Moody's Investors Service has changed Advanstar Communications,
Inc.'s rating outlook to stable from positive, while affirming its
B3 Corporate Family and Probability of Default rating.  The change
in outlook reflects operating performance and debt reduction which
have fallen short of expectations and a liquidity profile which
could be constrained in the near term.

Details of the rating action are:

Ratings affirmed:

Advanstar Communications, Inc

  -- $75 million senior secured first lien revolving credit
     facility due 2013 - B1, LGD2, 28%

  -- $515 million senior secured first lien term loan due 2014 -
     B1, LGD2, 28%

  -- $260 million senior secured second lien term loan due 2014 -
     Caa2, LGD5, 79%

  -- Corporate Family Rating -- B3
  -- Probability of default rating -- B3

  -- The rating outlook is changed to stable from positive.

Moody's does not rate $86 million of senior unsecured notes issued
by Advanstar's parent--Advanstar, Inc.

Advanstar's previous positive rating outlook reflected an
expectation that growth in the company's sales and free cash flow
(assisted by its 2007 recapitalization) would result in a
significant reduction of debt and improvement in leverage.  
However, for the quarter ended March 31, 2008, the company
recorded sales which were lower than the prior year period and
total debt (approximately $878 million through the holdco), which
exceeded the level of debt incurred at the time of the May 2007
LBO.  While the company has succeeded in reducing costs to
stabilize EBITDA, the change in rating outlook incorporates
Moody's view that the company's near-term free cash flow
generation will be insufficient to reduce leverage below 7.0 times
debt to EBITDA over the next 12 months.

Moody's considers that Advanstar's tightening financial covenants
could place pressure on the company's liquidity profile over the
next 12 months.  At the end of March 2008, Advanstar recorded cash
on hand of $7 million and approximately $57 million undrawn under
its $75 million first lien revolving credit facility.  Advanstar's
financial covenants (currently 8.4 times debt to EBITDA)
effectively limit revolver availability to around $63 million at
present.  Moody's estimates that covenant compliant revolver
availability could be reduced to de-minimus levels by 1Q09 as the
total leverage covenant tightens to 7.25 times.

The B3 CFR reflects Advanstar's high leverage, its vulnerability
to B-2-B advertising spending, the competition faced by most of
its product offerings and the acquisitiveness of its management
team. Ratings are supported by the longevity and barriers to entry
enjoyed by Advanstar's niche trade shows and publications, the
leading market position and reputation of its leading trade show
(MAGIC), its predictable revenues, the attractive margins of its
portfolio of assets (especially those of its trade shows) and the
significant amount of cash common equity contributed by its new
owners.

Headquartered in New York City, Advanstar Holdings Corp. is a
leading provider of integrated marketing solutions for the fashion
and licensing, power sports and automotive and life sciences
segments.  The company recorded sales of approximately
$318 million for the LTM period ended March 31, 2008.


AIRPLANES PASS-THROUGH: Fitch Holds 'BB' Rating on Cl. A-8 Notes
----------------------------------------------------------------
Fitch Ratings has taken these rating actions for Airplanes Pass-
Through Trust as outlined below:

  -- Class A-8 notes affirmed at 'BB';
  -- Class A-9 notes downgraded to 'CCC/DR3' from 'B+';
  -- Class B notes remain at 'C/DR6';
  -- Class C notes remain at 'C/DR6';
  -- Class D notes remain at 'C/DR6'.

Cash flow available to service debt in the Airplanes transaction
has declined over the past year, driven by a significant increase
in monthly expenses, which has further stressed the transaction
structure.  While the class A notes are receiving current interest
payments and partial minimum principal, the reliability of full
principal payment on the class A-9 notes has declined.  The rating
differential between the A-8 and A-9 notes accounts for the fact
that the A-8 is currently receiving the full benefit of class A
principal payments.

In addition, the Airplanes portfolio contains significant
concentrations in older generation, less fuel efficient aircraft
types such as 737 Classics and MD-80s.  These aircraft types are
exposed to potential value and lease rate deterioration resulting
from increased fuel prices, airline capacity reductions, and
bankruptcies in the current environment.

Fitch's analysis incorporated expected cash flow to be available
to the trust over the remaining life of the transaction.  This
expectation is based on several factors including aircraft age,
current portfolio value, potential lease rates, and perceived
liquidity of the portfolio.  Lease rate and portfolio value
expectations have been updated to reflect Fitch's views on certain
aircraft given the aviation market volatility and significantly
elevated fuel prices.

Airplanes originally issued $4.048 billion of notes in March 1996
followed by two refinancing trusts, one in March 1998 and the
other in March 2001.  Airplanes is a trust formed to conduct
limited activities, including the buying, owning, leasing and
selling of commercial jet aircraft. As of March 31, 2008
Airplanes' portfolio consisted of 121 aircraft compared to 193 at
the time of the 2001 refinancing trust due to continuing asset
sales.  Primary servicing is being performed by General Electric
Capital Aviation Services, GECAS (a wholly owned subsidiary of
General Electric Capital Corp.), while the administrative agent
role is being performed by AerCap Aviation Solutions (formerly
Debis AirFinance)


AMERICAN LAFRANCE: Exits Chapter 11 Bankruptcy, Moves Fire Biz
--------------------------------------------------------------
Patriarch Partners, the parent company, disclosed that, effective
July 24, 2008, American LaFrance LLC emerged from its Chapter 11
bankruptcy.  Concurrent with its emergence from bankruptcy,
American LaFrance has disclosed a significant restructure of its
business and a transformation of organization, processes and a
segregation of facilities to better serve its product lines in
domestic and worldwide markets.

American LaFrance stated that in a major effort to improve
profitability, timely delivery and to create room for soon to be
disclosed new ventures, the fire business will be moved from
Summerville, South Carolina to the American LaFrance facilities in
Ephrata, Pennsylvania and Hamburg, New York.  Summerville will
remain the center for commercial cab and chassis models including
chassis manufactured for the fire, refuse and construction markets
as street sweepers, refuse haulers, concrete pumpers etc.

"American LaFrance management is completing documentation for
exciting new business ventures," Lynn Tilton, Patriarch chief
executive, said.  "These initiatives are instrumental to the
decision to rationalize facilities and processes for anticipated
ramp of new lines of production.  The company also plans to
significantly broaden its focus beyond domestic borders into the
global market."

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the
oldest fire apparatus manufacturers and one of the top six
suppliers of emergency vehicles in North America.  The company
filed for Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del.
Case No. 08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers,
Esq., at Haynes and Boone LLP, are the Debtor's proposed Lead
Counsel. Christopher A. Ward, Esq., at Klehr, Harrison, Harvey,
Branzburg & Ellers LLP, are the Debtor's proposed local counsel.  
Pepper Hamilton, LLP is the proposed counsel of the Official
Committee of Unsecured Creditors. In its schedules of assets and
debts filed Feb. 4, 2008, the Debtor disclosed $188,990,680 in
total assets and $89,065,038 in total debts.


AMPEX CORPORATION: Has Until October 26 to File Chapter 11 Plan
---------------------------------------------------------------
The Hon. Arthur J. Gonzalez of the United States Bankruptcy Court
for the Southern District of New York extended the exclusive
periods of Ampex Corporation and its debtor-affiliates to:

   a) file a Chapter 11 plan until Oct. 26, 2008, and

   b) solicit acceptances of that plan until Dec. 25, 2008.

As reported in the Troubled Company Reporter on July 4, 2008, the
requested extension of time will permit the Debtors to obtain
confirmation of their proposed Chapter 11 plan of reorganization,
without any disruption of their restructuring operation of their
businesses.  

The Court approved pursuant to Section 1125 of the Bankruptcy Code
the adequacy of the Debtors' disclosure statement dated June 8,
2008, explaining an amended Chapter 11 plan.  The Court set a
hearing on July 31, 2008, at 10:00 a.m., to consider confirmation
of the Debtors' amended plan.

The Plan provides for the restructuring of the Debtors'
liabilities to maximize recovery to all stakeholders and to
improve financial viability of the reorganized Debtors.  All of
the Debtors' existing common stock will have no value and will be
canceled.  Upon emergence, at least 80% of the reorganized
Debtors' new common stock will be owned by Hillside Capital
Incorporated and its affiliates.  The new common stock will not be
registered and will not be traded on any public exchange.

Under the Plan, holders of Class 5 general unsecured creditors
will receive their pro rata share of the unsecured claim
distribution.  Distributions of new common stock will be made
after the Plan's effective date.  Hillside unsecured deficiency
claims, if any, will be deemed an allowed unsecured claim in the
amount of at least $41.7 million.

                                    Estimated     Estimated
     Type of Claims     Treatment   Amount        Recovery
     --------------     ---------   -----------   --------
     Hillside           impaired    $11,000,000     100%
      Secured Claims

     General
      Unsecured Claims  impaired    $51,000,000     100%

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

              http://ResearchArchives.com/t/s?2d9b

A full-text copy of the Amended Joint Chapter 11 Plan of
Reorganization is available for free at:

              http://ResearchArchives.com/t/s?2d9c

                         About Ampex

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

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

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


ASARCO LLC: Union Leader Urges DOJ, State AGs to Choose Vedanta
---------------------------------------------------------------
John J. Sweeney, president for the American Federation of Labor
and Congress of Industrial Organizations, urges the U.S. Justice
Department and Attorneys General from various states to support
Vedanta Resources plc in purchasing ASARCO LLC, rather than Grupo
Mexico S.A. de C.V.

In an open statement, Mr. Sweeney related, "There are two
competing business plans to bring copper company ASARCO out of
bankruptcy, but only one of them serves the interests of the
company's many employees and their families.

"The decision is now in the hands of the U.S. Justice Department
and the Attorneys General from 22 states, the company's largest
creditors due to large environmental liabilities.

"The new company that controls ASARCO will retain responsibility
for significant liabilities.  And as creditors, the Attorneys
General have a critical stake in assuring that the reorganized
ASARCO will make good on its commitments.

"We urge those decision makers to support the bid by Vedanta
Resources PLC to assure a future for the workers and their
families at ASARCO and to reject the competing inferior offer by
the other bidder, Grupo Mexico.  The 1,500 copper miners of the
United Steelworkers employed at ASARCO mines and smelters in
Arizona and Texas know first hand what it's like to work for Grupo
Mexico, a Mexico City-based conglomerate that owns industrial
operations throughout the Western Hemisphere.

"When ASARCO was controlled by Grupo Mexico from 1999 to 2005,
labor relations were marked by constant strife.  The company
unilaterally cut health care benefits for hundreds of retirees and
halted disability benefits for other employees.  Grupo Mexico has
stripped ASARCO of its most valuable assets.  ASARCO was then
starved of essential equipment for its U.S. operations.  Despite
rising copper prices, Grupo Mexico demanded harsh cuts to wages
and benefits in 2004 contract negotiations.  The copper miners had
no choice but to strike in July 2005.  Shortly after the strike
began, Grupo Mexico caused ASARCO to file for Chapter 11
bankruptcy protection.  Only after the court removed Grupo Mexico
from control, did USW members then return to work with a new
agreement.

"As a matter of public policy, Grupo Mexico's behavior while it
was in control of ASARCO should not be rewarded.  Just one week
after Grupo Mexico put ASARCO in bankruptcy, the Government
Accountability Office issued a report saying some companies
transfer their most lucrative assets to parent corporations or
subsidiaries to limit their exposure in bankruptcy proceedings --
exactly the strategy that Grupo is currently being accused of
pursing.

"There are vast differences between Vedanta and Grupo Mexico.  In
light of our careful investigation of both companies' records in
the United States and abroad, the AFL-CIO and the unions at ASARCO
-- the USW, Boilermakers, IBT, IBEW, IAM, IUOE, Millwrights, and
Pipefitters -- all believe the choice is clear.  Every factor,
including the environmental and worker rights records, show
Vedanta is the superior choice.

"We urge the Justice Department and state Attorneys General to
make their choice Vedanta Resources PLC in order to assure a
future for the workers and their families at ASARCO."

                         About ASARCO LLC

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

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

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

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

ASARCO and its debtor-affiliates have until Aug. 1, 2008 to file a
plan of reorganization.


ATLANTIC WINE: Meyler & Co Expresses Going Concern Doubt
--------------------------------------------------------
Meyler & Company, LLC, in Middletown, N.J., raised substantial
doubt about the ability of Atlantic Wine Agencies, Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended March 31, 2008.  

The auditor disclosed that the company has incurred cumulative
losses of $8,511,289 since inception, has negative working capital
of $2,013,073, and has existing uncertain conditions the company
faces relative to its ability to obtain capital and operate
successfully.

Management's plans include the raising of capital through the
equity markets to fund future operations and the generating of
revenue through its business.  Failure to raise adequate capital
and generate adequate sales revenues could result in the company
having to curtail or cease operations.  The company is also
seeking a viable merger candidate.  Additionally, even if the
company does raise sufficient capital to support its operating
expenses and generate adequate revenues, there can be no
assurances that the revenues will be sufficient to enable it to
develop business to a level where it will generate profits and
cash flows from operations.

The company reported a net loss of $762,059 on net sales of
$149,507 for the year ended March 31, 2008, as compared with a net
loss of $1,565,216 on net sales of $196,920 in the prior year.

At March 31, 2008, the company's balance sheet showed $2,473,149
in total assets, $2,255,425 in total liabilities, and $217,724 in
total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, showed
strained liquidity with $242,352 in total current assets available
to pay $2,255,425 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?2ff3

                         About Atlantic Wine

Based in Somerset West, South Africa, Atlantic Wine Agencies Inc.
(OTC BB: AWNA.OB) -- http://www.atlanticwineagencies.com/-- was  
incorporated in the State of Florida as New England Acquisitions,
Inc., on April 8, 2001.  On Jan. 13, 2004, the company changed its
name to Atlantic Wine Agencies.  The company, through its two
wholly owned subsidiaries, Mount Rozier Estates (Pty) Limited and
Mount Rozier Properties (Pty) Limited, owns a vineyard in the
Stellenbosch region of Western Cape, South Africa.  The vineyard
and surrounding properties consist of 80.9 hectares of arable land
for viticultural as well as residential and commercial purposes.


ATOM ACQUISITION: Moody's Assigns (P)Ba1 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned (P)Baa3 ratings to the proposed
senior secured credit facilities of Atom Acquisition, LLC, an
acquisition vehicle intended to facilitate the purchase of Applied
Biosystems, Inc. (ABI) by Invitrogen Corporation.  Concurrently,
Moody's assigned a (P)Ba1 Corporate Family and Probability of
Default ratings to Atom Acquisition.  The outlook for the ratings
is stable.

The proposed transaction remains subject to stockholder and
regulatory approvals and will be financed through a combination of
equity and debt.  The ratings are provisional and definitive
ratings will be assigned once full details of the debt financing,
including security and guarantee package, are finalized.  Proceeds
from the proposed (P)Baa3-rated $1.5 billion secured term loan A
and the $900 million secured term loan B, along with about
$3.8 billion in equity and cash on hand will be used to purchase
100% of the equity of ABI, refinance a small amount of existing
ABI debt and pay expenses associated with the transaction.  The
(P)Baa3-rated $250 million revolver includes a sub-facility for
letters of credit.  At closing, the revolver is expected to be
undrawn.

The ratings are supported by the combined company's significant
revenue base, leading market positions in several classes of
bioreagents (including cell cultures and related products),
bioanalytical systems (including mass spectrometers, genetic
sequencers, and liquid chromatography), biochemical assays
(including RT-PCR) and related services, combined with Moody's
expectation of solid trends in investments by biotechnology and
pharmaceutical companies in biologics over the medium term.  The
company benefits from geographical and product diversification,
technological and branding advantages across several product
categories, some degree of customer stickiness, the relatively low
percentage of research costs that are attributable to consumables
(70% of the combined company's revenues) and the resulting steady,
solid cash flow generation.  Moody's notes that there have been
ongoing pressures on research and development/capital budgets of
academic institutions and government laboratories, and political
developments as well as fiscal priorities could have negative
implications on a significant portion of the company's revenues.  
Nonetheless, we believe that an increased focus in the areas of
genotyping, gene expression, stem cell research, proteomics and
cellular biochemistry to understand disease and develop solutions
(whether preventive or therapeutic) is likely to be positive for
biotech firms and their suppliers.

The ratings are constrained by a relatively high level of pro
forma initial financial leverage in light of significant
integration risks, which are exacerbated by the size of the target
in relation to the acquirer, and the differences in focus between
the two businesses.  Moody's believes that the company has put
together an experienced integration team spanning both Invitrogen
and ABI in recognition of the risks inherent in a large project
with the potential to negatively impact customer relationships,
current R&D initiatives, and key employee segments, including
research personnel and sales and marketing staff.  The business
model of both companies incorporates significant technological
risks and relies on the ability to innovate or otherwise acquire
technologies in order to continue to exhibit substantive growth.

Moody's assigned these ratings:

  -- Corporate Family Rating, rated (P)Ba1;
  -- Probability of Default Rating, rated (P)Ba1;

  -- $250 million senior secured revolving credit facility due
     2013, rated (P)Baa3 (LGD 3, 32%);

  -- $1.5 billion senior secured term loan A due 2013, rated
     (P)Baa3 (LGD 3, 32%);

  -- $900 million senior secured term loan B due 2015, rated
     (P)Baa3 (LGD 3, 32%).

  -- The ratings outlook is stable.

The corporate and instrument ratings of Atom Acquisition will be
transferred to the continuing entity, which will be Invitrogen
Corporation, and will be renamed to Applied Biosystems, Inc.

Headquartered in Carlsbad, California, Invitrogen Corporation is a
provider of life science technologies for disease research, drug
discovery, and commercial bioproduction.  Its customers include
academic and government research institutions and pharmaceutical
and biotech companies worldwide.  Products and services are used
in research in the fields of genomics, proteomics, stem cells,
cell therapy and cell biology as well as drug manufacturing.  
Invitrogen conducts business in more than 70 countries around the
world and had revenues of approximately $1.3 billion in 2007.

Headquartered in Foster City, California, Applied Biosystems is a
provider of instrument-based systems, consumables, software, and
services to the life science research markets described above as
well as customers in forensic and paternity testing, biosecurity,
and quality and safety testing. Systems include mass spectroscopes
and other tools to analyze nucleic acids, small molecules, and
proteins.  Applied Biosystems, Inc. reported sales of
approximately $2.1 billion during fiscal 2007.


AVIATION CAPITAL: Fitch Puts Two Low-B Ratings Under Neg. Watch
---------------------------------------------------------------
Fitch Ratings takes these rating actions on notes issued by the
Aviation Capital Group Trusts as outlined below:

Aviation Capital Group Trust (ACG I)

These classes are place on Rating Watch Negative:

  -- Class A-1 notes 'BBB+';
  -- Class B-1 notes 'BB+';
  -- Class C-1 notes 'B+'.

This class remains unchanged:
  -- Class D-1 notes 'C/DR6'.

Aviation Capital Group Trust II (ACG II)

This class is placed on Rating Watch Negative:
  -- Class B-1 notes 'A'.

Aviation Capital Group Trust III (ACG III)
  -- Class G-1 notes are affirmed at 'AA-';
  -- Class B-1 notes are affirmed at 'A';
  -- Class C-1 notes are affirmed at 'BBB'.

The Rating Watch Negative designations to ACG I and II reflect
Fitch's view of potential cash flow deterioration in the future.
While cash flow should remain relatively stable in the near term,
Fitch's expectation for future lease revenue generation on certain
portfolio assets has worsened in light of recent aviation market
turmoil.  This is particularly true for older generation, less
fuel efficient aircraft types which are expected to be under
significant pressure in coming years.

Fitch will review available lease data and updated appraisals when
made available in order to better project expected trust cash flow
before resolving the rating watches.

Fitch's analysis incorporated expected cash flow to be available
to the trust over the remaining life of the transaction.  This
expectation is based on several factors including aircraft age,
current portfolio value, potential lease rates, and perceived
liquidity of the portfolio.  Lease rate and portfolio value
expectations have been updated to reflect Fitch's views on certain
aircraft types given recent aviation market volatility.


BBW ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: BBW Enterprises, Inc.
        1061 South Cameron Street
        Harrisburg, PA 17104

Bankruptcy Case No.: 08-02576

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Capitol Bus Company                      08-02577
      Rohrer Tour & Charter Company, Inc.      08-02578
      Dauphcor, Inc.                           08-02579
      B. B. and W. Associates                  08-02580

Type of Business: BBW Enterprises owns and operates several bus
                  terminal management options.
                  See http://www.rohrertravel.com/

Chapter 11 Petition Date: July 22, 2008

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

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

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

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

The Debtors do not have any unsecured creditors who are not
insiders.


BEAR STEARNS COMMERCIAL: Fitch Affirms 'BB+' Rating on Certs.
-------------------------------------------------------------
Fitch Ratings upgrades two classes of Bear Stearns Commercial
Mortgage Securities Corporation's commercial mortgage pass-through
certificates, series 1998-C1, as:

  -- $8.9 million class E to 'AAA' from 'AA-';
  -- $12.5 million class F to 'A' from 'A-'.

In addition, Fitch affirmed these classes:

  -- $21.4 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $35.7 million class B at 'AAA';
  -- $32.2 million class C at 'AAA';
  -- $32.2 million class D at 'AAA';
  -- $5.4 million class H at 'BB+'.

Fitch does not rate classes G or I.  Classes J and K have been
reduced to zero due to realized losses.  Class A-1 has paid in
full.

The upgrades reflect increased credit enhancement levels due to
the repayment of 58 loans, the liquidation of two loans, and
scheduled amortization that have occurred since the last Fitch
rating action (43.2%).  As of the July 2008 distribution date, the
pool has been reduced by 75% to $177.9 million from $714.7 million
at issuance.  Of the remaining loans, nine (26.4%) have defeased.

Currently, four loans (9.9%) are in special servicing.  The
largest specially serviced loan (5.3%) was transferred in February
2008 due to payment default.  The loan is secured by a 295,974
square foot retail center located in Lincoln Park, Michigan, a
suburb of Detroit.  The center is currently 60% occupied, and the
special servicer is pursuing foreclosure.  Fitch expects that
losses corresponding to this loan will be absorbed by the unrated
class I.

The remaining three loans (4.6%) were transferred to special
servicing at their maturity dates, due to the inability to their
respective borrowers to pay off each loan.  Fitch does not expect
losses at this time.

Excluding the specially serviced loans, no additional loans are
scheduled to mature in 2008.  One loan, representing 1.3% of the
pool, has a scheduled maturity in 2009; its interest rate is
7.62%, and it has a servicer-reported year-end 2007 debt service
coverage ratio of 1.29 times.  No additional maturities are
scheduled to occur until 2012.

Fitch notes that of the remaining non-defeased loans, nine (59%)
are secured by properties located in California.  For loans in the
California concentration, the weighted average servicer-reported
DSCR is 2.36x, and the weighted average Fitch loan-to-value ratio
is 47.0%.  The current ratings reflect the risk associated with
the geographic concentration.


BENTON COUNTY PROPERTY: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Benton County Property Owners' Improvement District No.
6        
        - Sunset Bay Division
        c/o John T. Lee, Esq.
        P.O. Box 1348
        Siloam Springs, AR 72761

Bankruptcy Case No.: 08-72841

Chapter 11 Petition Date: July 22, 2008

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: John T. Lee, Esq.
                  (jtlee.atty@cox-internet.com)
                  P.O. Box 1348
                  Siloam Springs, AR 72761-1348
                  Tel: (479) 524-2337
                  Fax: (479) 524-3693

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

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

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


CALIFORNIA OIL: Posts $310,615 Net Loss in Quarter Ended May 31
---------------------------------------------------------------
California Oil & Gas Corp. reported a net loss of $310,615 on gas
sales, net of royalty of $64,603 for the second quarter ended
May 31, 2008, compared with a net loss of $341,094 on gas sales,
net of royalty of $10,789 in the same period ended May 31, 2007.

At May 31, 2008, the company's balance sheet showed $1,054,097 in
total assets, $857,364 in total liabilities, and $196,733 in total
shareholders' equity.

The company's balance sheet at May 31, 2008, also showed strained
liquidity with $181,527 in total current assets available to pay
$857,364 in total current liabilities.

Full-text copies of the company's financial statements for the
quarter ended May 31, 2008, are available for free at:

               http://researcharchives.com/t/s?2ff8

                       Going Concern Doubt

LBB & Associates Ltd., LLP in Houston, Texas, expressed
substantial doubt about California Oil & Gas Corp.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Nov. 30, 2007.  The auditing firm
pointed to the company's absence of significant revenues,
recurring losses from operations, and its need for additional
financing in order to fund its projected loss in 2008.

Through May 31, 2008, the company has incurred losses of
$4,111,173 since inception.  

                       About California Oil

Headquartered in Calgary, Alberta, California Oil & Gas Corp.
(OTC BB: COGC) -- http://www.caloilandgas.com/-- is a publicly    
traded oil and gas company with assets in the San Joaquin Basin of
California and in Louisiana.  The company is focussed on exploring
high yield oil and gas prospects both domestically and
internationally.  The company is a gas producer and is targeting
the acquisition of late stage exploration or early stage
development projects around the globe.


CENTERLINE HOLDING: NYSE Routes Share Trade to NYSE Arca Exchange
-----------------------------------------------------------------
The parent company of Centerline Capital Group (CCG), Centerline
Holding Company, provided this update to investors regarding the
trading of its shares.

On July 15, 2008, the New York Stock Exchange (NYSE) implemented a
non-regulatory trading halt of the company's shares on the NYSE.  
Trading is now being executed on NYSE's Arca Exchange (previously
known as the Archipelago Exchange), the second largest electronic
exchange in the United States, because of a NYSE rule that
automatically suspends the trading of shares that trade below
$1.05 during intraday trading.  The company's shares remain listed
on the NYSE during such trading halt.

Under NYSE rules, trading of the company's shares may not be
resumed on the NYSE until the company's shares have traded on NYSE
Arca Exchange or another exchange above $1.10 per share at all
times during an entire trading day.  In the meantime, any orders
received by the NYSE for trading of Centerline shares will be
routed to NYSE Arca Exchange, thereby providing a means for
continued active trading of the company's shares.

NYSE rules also state that a company will be considered to be
below its compliance standards if the average closing price of a
security as reported is less than $1.00 over a consecutive 30-day
trading period.  Should the company be notified of non-compliance
by the NYSE, the company must bring its share price and average
share price back above $1.00 over a six-month "cure period"
following receipt of such notice.  The price condition
automatically will be deemed cured if the price per share exceeds
$1.00 per share during a six-month cure period and remains above
that level for at least the following 30 trading days.  In the
event that at the expiration of the six-month cure period, both a
$1.00 share price and a $1.00 average share price over the
preceding 30 trading days are not attained, the New York Stock
Exchange will commence suspension and delisting procedures.

The Company's shares closed yesterday at $1.16 per share.

Through CCG, the company's principal operating subsidiary, the
company continues to operate and is conducting business in the
normal course.  

"In the midst of highly volatile capital market conditions, we are
pleased to have substantially stabilized our balance sheet through
deleveraging as a result of the December 2007 Freddie Mac
securitization and continued repayments of our corporate term loan
over the past six months," Robert Levy, Centerline's chief
financial officer noted.  "In addition, Centerline continues to
write new loan business through agency executions and raise equity
capital in our affordable housing business.  We have also
increased our assets under management in our commercial real
estate business through our recently announced transaction with
Nomura Credit & Capital, Inc."

                  About Centerline Capital Group

Headquartered in New York, New York, Centerline Capital Group --
http://www.centerline.com-- a subsidiary of Centerline Holding  
Company (NYSE:CHC), is an alternative asset manager focused on
real estate funds and financing.  As of March 31, 2008, Centerline
had more than $12 billion of assets under management.  It sponsors
funds of low-income housing tax credits on behalf of institutional
and retail investors.  It has raised more than $8 billion used to
finance and develop affordable housing properties throughout the
U.S.  It also provides management and advisory services to its
parent company and some of its other subsidiaries, as well as to
publicly traded real estate investment trust American Mortgage
Acceptance Company.  Centerline has nine offices throughout the
United States.


CHARLES MAK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Charles Mak LLC
        dba
        Chisholm Mall
        P.O. Box 2032
        Duncan, OK 73534

Bankruptcy Case No.: 08-13096

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

Chapter 11 Petition Date: July 23, 2008

Court: Western District of Oklahoma (Oklahoma City)

Judge: T. M. Weaver

Debtor's Counsel: G. Rudy Hiersche, Jr., Esq.
                  Email: rudylaw@sbcglobal.net
                  105 N. Hudson
                  Hightower Building, Suite 300
                  Oklahoma City, OK 73102
                  Tel: (405) 235-3123

Total Assets: $3,845,982

Total Debts: $2,365,432

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

             http://bankrupt.com/misc/okwb08-13096.pdf


CHESAPEAKE CORP: UK Subsidiary Agrees on Amended Recovery Plan
--------------------------------------------------------------
One of Chesapeake Corp.'s U.K. subsidiaries, on July 15, 2008,
agreed with the Trustee of the Field Group Pension Plan on an
amended recovery plan.  As disclosed on April 17, 2008, the
previous recovery plan required that the U.K. subsidiary make
supplementary annual cash contributions to the Plan of at least
GBP6 million over and above those needed to cover benefits and
expenses and, if an interim funding level for the Plan of 90% was
not achieved by April 5, 2008, an additional supplementary
contribution to achieve an interim funding level of 90% to be paid
on or before July 15, 2008.  

An interim valuation of the Plan as of April 5, 2008, determined
that the supplementary payment necessary, in addition to the
GBP6 million annual payment due on or before July 15, 2008, to
achieve an interim funding level of 90% was GBP29.6 million.

Under the terms of the Amended Recovery Plan, the Plan Trustee
agreed to accept annual supplemental payments of GBP6 million over
and above those needed to cover benefits and expenses until the
earlier of (a) 2021 or (b) the Plan attaining 100% funding on an
on-going basis after 2014, and has waived the requirement for the
additional cash payment due on or before July 15, 2008, to achieve
an interim funding level of 90%.  

The company's U.K. subsidiary has agreed, subject to certain terms
and conditions, to grant fixed equitable and floating charges on
assets of the U.K. subsidiary and its subsidiaries in the United
Kingdom and the Republic of Ireland securing an amount not to
exceed the Plan funding deficit on a scheme-specific basis.  The
security being granted to the Plan Trustee would be subordinated
to the security given to the lenders under the Senior Revolving
Credit Facility in Amendment No. 6, dated as of March 5, 2008, to
the Second Amended and Restated Credit Agreement, dated as of
Feb. 23, 2004, by and among Chesapeake and various subsidiary
borrowers, the banks and other institutional lenders and Wachovia
Bank, National Association, as administrative agent for the
lenders.  

The subsidiary's agreement with the Plan Trustee also includes
provisions for releases of the Plan Trustee's security interest
under certain conditions in the event of the sale, transfer or
other disposal of assets over which the Plan Trustee holds a
security interest or upon the Plan Trustee's receipt of agreed
cash payments to the Plan in addition to those described above.  
The U.K. subsidiary has made the GBP6 million supplemental payment
to the Plan due for 2008.

Also on July 15, 2008, the company agreed with its lenders on an
amendment of certain provisions of its Credit Facility in
Amendment No. 7, dated July 15, 2008, to the Credit Facility.  The
Seventh Amendment increases the total leverage ratio to 7.00:1 for
the second fiscal quarter of 2008 and the senior leverage ratio to
3.40:1 for the second fiscal quarter.  The Seventh Amendment also
provides for agreement on the Amended Recovery Plan, including
providing for an intercreditor agreement among the Credit Facility
lenders, Chesapeake and the Trustee, places a limit on the future
borrowing of the U.S. borrower under the Credit Facility, and
provides for a new Event of Default if The Pensions Regulator in
the U.K. issues a Contribution Notice or Financial Support
Direction.

Based on the company's current projections, it expects that it may
not be in compliance with the financial covenants set forth in the
Seventh Amendment as of the end of the third fiscal quarter of
2008.

Failure to comply would be an event of default under the Credit
Facility.  If such an event were to occur, the lenders under the
Credit Facility could require immediate payment of all amounts
outstanding under the Credit Facility and terminate their
commitments to lend under the Credit Facility and, pursuant to
cross-default provisions in many of the instruments that govern
other outstanding indebtedness, immediate payment of the company's  
other outstanding indebtedness could be required, all of which
would likely have a material adverse effect on the company's
business, results of operations and financial condition.

                      About Chesapeake Corp.

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

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

                        *     *     *

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

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

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

Regardless, Moody's estimate that effective availability under the
revolver has been significantly diminished due to covenant
constraints.  

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


CIENA CORPORATION: Moody's Withdraws Ratings on Lack of Rated Debt
------------------------------------------------------------------
Moody's has withdrawn all ratings for Ciena Corporation.  The
ratings were withdrawn because the issuer has no rated debt
outstanding.  

These ratings were withdrawn:

  -- Corporate Family Rating -- B2
  -- Probability of Default Rating -- B1

Headquartered in Linthicum, Maryland, Ciena Corporation is a
leading provider of network solutions to telecommunications
service providers.  The company had revenues of approximately
$891 million for last 12 months as of April 30, 2008.


CLEAR CHANNEL: Shareholders Approve Bain Capital-Led Merger
-----------------------------------------------------------
Based on a preliminary vote count, Clear Channel Communications,
Inc. shareholders approved the adoption of a merger agreement with
a group led by Bain Capital Partners, LLC and Thomas H. Lee
Partners, L.P.  The number of shares voted in favor of the
transaction represented more than 74% of the total shares
outstanding and entitled to vote at the meeting.  The preliminary
tabulation indicates that approximately 97% of the shares voted
were cast in favor of the transaction.  The parties intend to
consummate the merger on Wednesday, July 30, 2008.

"We are pleased with the outcome of [Thursday']s vote," said Mark
Mays, Chief Executive Officer of Clear Channel.  "On behalf of
Clear Channel's Board of Directors, I want to thank our
shareholders and hard-working employees for their support
throughout this process."

On May 13, 2008, Clear Channel Communications entered into a third
amendment to its previously announced merger agreement with a
private equity group co-led by Thomas H. Lee Partners, L.P. and
Bain Capital Partners, LLC.  Under the terms of the merger
agreement, as amended, Clear Channel shareholders will receive
$36.00 in cash for each share they own.

As an alternative to receiving the $36.00 per share cash
consideration, Clear Channel's shareholders were offered the
opportunity on a purely voluntary basis to exchange some or all of
their shares of Clear Channel common stock on a one-for-one basis
for shares of Class A common stock of CC Media Holdings, Inc., the
new corporation formed by the private equity group to acquire
Clear Channel (subject to aggregate and individual caps).  The
private equity group reserved the right to require that a portion
(up to 1/36th) of the consideration payable to Clear Channel
shareholders be paid in the form of additional shares of Class A
common stock of CC Media.  Clear Channel shareholders have
elected, on a voluntary basis, to exchange a total of
approximately 23,200,000 shares of Clear Channel common stock for
an equivalent number of shares of Class A common stock of CC
Media.  The private equity group has informed Clear Channel that
they do not expect to cause CC Media to issue any shares of
additional equity consideration in exchange for shares of Clear
Channel that have elected to receive the cash consideration.  It
is anticipated that the Class A common stock of CC Media will be
quoted on the Over-the-Counter Bulletin Board under the ticker
symbol CCMOV.

At the meeting, all proxy cards and ballots were turned over to
the independent inspector of elections, Mellon Investor Services,
LLC, for final tabulation and certification.

The tender offer for AMFM Operating Inc.'s outstanding 8% Senior
Notes due 2008 (CUSIP No. 158916AL0) is scheduled to expire at
8:00 a.m., New York City time, on July 30, 2008, concurrent with
the closing of the merger.  Accordingly, the price determination
date and time with respect to the tender offer will be 2:00 p.m.,
New York City time, on July 28, 2008, assuming the merger and the
offer expiration date occur as contemplated on July 30, 2008.  
Payment for the Notes will occur on or before July 31, 2008, and
the total consideration paid to validly tendering holders will
reflect the actual date of payment.  The completion of the tender
offer is conditioned upon the satisfaction or waiver of all of the
conditions precedent to the merger and is subject to extension by
AMFM Operating Inc. in its sole discretion.

               About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications Inc. (NYSE:
CCU) -- http://www.clearchannel.com/-- is a diversified media     
company operating in three business segments: radio broadcasting,
Americas outdoor advertising, international outdoor advertising,
which contributed to 50%, 21%, and 26%, respectively, during the
year ended Dec. 31, 2007.  The company owns 717 core radio
stations, 288 non-core radio stations operating in the United
States.  It also owns about 209,000 Americas outdoor advertising
display faces and approximately 687,000 international outdoor
advertising display faces.  In addition, it had equity interests
in various international radio broadcasting companies.  As of Feb.
13, 2008, the company sold 217 non-core radio stations.  In March
2008, the company announced that it has completed the sale of its
Television Group to Newport Television LLC.

                          *     *     *

As reported by the Troubled Company Reporter on June 20, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Antonio, Texas-based Clear Channel Communications
Inc. to 'B' from 'B+' based on the proposed financing of the
company's pending leveraged buyout by the private equity group
co-led by Thomas H. Lee Partners L.P. and Bain Capital Partners
LLC.  

At the same time, S&P removed all the ratings from CreditWatch,
where they had been placed with negative implications on Oct. 26,
2006, following the company's announcement that it was exploring
strategic alternatives to enhance shareholder value, including a
possible sale of the company.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and '3' recovery rating on Clear Channel's $16.1 billion of
new senior secured credit facilities.  The '3' recovery rating
indicates S&P's expectation for meaningful (50% to 70%) recovery
of principal and pre-petition interest in the event of a payment
default.
     
S&P also assigned its 'CCC+' rating on the company's $2.3 billion
of new senior unsecured notes, with a recovery rating of '6',
indicating its expectation for negligible (0% to 10%) recovery in
the event of a payment default.
     
At the same time, S&P lowered its rating on the company's $5.1
billion of existing senior unsecured notes to 'CCC+' from 'B-' and
assigned a recovery rating of '6' on these issues.

The 'B-' rating on the company's existing 8% senior notes due
November 2008 at its AMFM Operating Inc. subsidiary remains on
CreditWatch with negative implications pending the completion of
the company's tender offer for these notes.
     
S&P lowered the rating on Clear Channel's existing $750 million of
7.65% senior notes due 2010 to 'CCC+' from 'B-' and assigned a
recovery rating of '6', reflecting the potential for this issue to
remain outstanding until maturity.


COCHRAN CUSTOM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cochran Custom Home Builders, Inc.
        11191 U.S. Highway 31, Suite F
        Spanish Fort, AL 36527

Bankruptcy Case No.: 08-12581

Chapter 11 Petition Date: July 22, 2008

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Michael B. Smith, Esq.
                  Email: smi067@aol.com
                  P.O. Box 40127
                  Mobile, AL 36640
                  Tel: (251)441-8077

Total Assets: $1,313,352

Total Debts: $3,243,982

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

             http://bankrupt.com/misc/alsb08-12581.pdf


COMMERCIAL MORTGAGE: Fitch Chips $14.7MM Certs Rating to 'C/DR5'
----------------------------------------------------------------
Fitch Ratings upgraded one class of Commercial Mortgage Acceptance
Corp., commercial mortgage pass-through certificates, series
1998-C2, as:

  -- $36.1 million class H to 'AA-' from 'A+';

In addition, Fitch downgraded one class as:

  -- $14.7 million class L to 'C/DR5' from 'CC/DR4';

Fitch also affirmed these classes:

  -- Interest-only class X at 'AAA';
  -- $120.8 million class C at 'AAA';
  -- $173.5 million class D at 'AAA';
  -- $43.4 million class E at 'AAA';
  -- $21.7 million class G at 'AAA';
  -- $65.1 million class J at 'BB';
  -- $21.7 million class K at 'B+'.

Fitch does not rate the $122.9 million class F certificates.  
Class M has been reduced to zero due to realized losses.  Classes
A-1, A-2, A-3, and B have paid in full.

The upgrade reflects increased credit enhancement levels due to
the repayment of 111 loans, the liquidation of three loans, and
scheduled amortization that have occurred since the last Fitch
rating action (15.0%).  As of the July 2008 distribution date, the
pool's aggregate balance has been reduced 78.6% to $619.7 million
from $2.89 billion at issuance.  Of the original 512 loans, 142
remain in the pool.  Twenty-four loans (30.7%) have defeased,
including five of the top 10 loans (20.3%).

The downgrade is due to potential losses on three loans recently
transferred to special servicing (3.0%).  In total, four assets
(3.4%) are in special servicing, including one real estate owned
(0.4%).

The largest specially serviced loan (2.2%) was transferred May 7,
2008, due to imminent default.  The loan is collateralized by a
245,010 square foot grocery-anchored retail center located in
Lafayette, Indiana.  As of Dec. 31, 2007, the center was 76%
occupied, and had a servicer-reported debt service coverage ratio
of 0.66 times.  The special servicer has ordered an appraisal, and
is considering workout options. Losses are possible.

The second largest specially serviced loan (0.4%) is secured by a
78,000 sf industrial property located in San Jose, Califronia.  
The property was 100% occupied and had a servicer-reported DSCR of
0.63x as of June 30, 2007.  The loan was transferred to special
servicing April 1, 2008, due to maturity default.  The borrower is
reportedly in the process of refinancing the loan.

The third largest specially serviced asset (0.4%) is a retail
center located in Greenwood, South Carolina that became real
estate owned REO in June 2006.  The special servicer recently
leased a majority of space, and is currently soliciting bids for
the build-out.  Losses are possible.

The smallest specially serviced loan (0.4%) was transferred
May 20, 2008.  The loan is secured by a 150,965 sf grocery-
anchored retail center in Dayton, Ohio.  As of May 2008, the
property is 47% leased; and the year-end 2007 servicer-reported
DSCR was 0.35x.  The special servicer has ordered third party
reports as well as note sale proposals, which are not yet
available.

Fitch Loans of Concern total 10.5%, and include the four specially
serviced loans.


D&C LOGISTICS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: D&C Logistics, Inc.
        1999 West Walnut Street
        Compton, CA 90220

Bankruptcy Case No.: 08-21118

Related Information: Danny Kim, president and CEO, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: July 23, 2008

Court: Central District Of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Joon M. Khang, Esq.
                  (joon@khanglaw.com)
                  Khang & Khang LLP
                  1901 Avenue of the Stars 2nd Floor
                  Los Angeles, CA 90067
                  Tel: (310) 461-1342
                  Fax: (310) 461-1343

Estimated Assets: $0 to $50,000

Estimted Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/CAcb08-21118.pdf


DAVID FLETTRICH: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: David C. Flettrich
        956 Topaz Street
        New Orleans, LA 70124

Bankruptcy Case No.: 08-11713

Chapter 11 Petition Date: July 22, 2008

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Darryl T. Landwehr, Esq.
                  (dtlandwehr@aol.com)
                  1010 Common Street, Suite 1710
                  New Orleans, LA 70112
                  Tel: (504) 561-8086
                  Fax: (504) 561-8089

Total Assets: $1,688,170

Total Debts: $1,685,797

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/LAeb08-11713.pdf


DEATH ROW: Global Music Wants Court to Postpone Sale Closing
------------------------------------------------------------
Global Music Group Inc., the winning bidder of Death Row Records
Inc.'s music assets, asks the U.S. Bankruptcy Court the Central
District of California to defer the closing of the $24 million
sale, Bloomberg News reports.

Global Music's partners have traded accusations of criminal
behavior, including falsifying documents and extortion, the report
relates.

According to Bloomberg, Ronald Goldberg told Judge Vincent Zurzolo
his partners in Global Music Group Delaware stole inside
information and altered the company name on bidding documents to
fraudulently claim they won the auction.

Anthony Marotta asserted that he won the auction and he told Judge
Zurzolo that he received death threats from Mr. Goldberg,
Bloomberg says.  Mr. Marotta said the sale needs to be delayed
because threats against him by Mr. Goldberg scared away lenders,
the report relates.

"Ronald Goldberg has been attempting to extort Global New
York, including by making threats against Marotta, Davi and
Ronald Bush of Global New York, and against Global New York's
lender, and death threats against Anthony Marotta,"  Bloomberg
quoted Kathleen March, a lawyer representing Marotta, as saying.  
"Due to these threats Global New York's lender contracted by
binding contract to lend has backed out of lending, forcing
Global New York to go to new lenders."

"My client strongly denies making any threats," Mr. Goldberg's
attorney, Michael Collesano, told Bloomberg in a phone interview.

As reported in the Troubled Company Reporter on June 27, 2008, the
sale hearing was held on June 24, 2008, right after the auction.  
During the auction, Global Music won over the $23 million offer of
stalking-horse bidder, Entertainment One Ltd., The Deal said.  
Parties intend to close the sale as soon as possible, the report
added.  Included in the assets sold are the Debtor's trademarks,
copyrights, inventory and accounts receivable, videos, master
recordings, compositions, digital and merchandise rights, artist
agreements and certain liabilities, The Deal said.  Rapper Tupac
Shakur's $100,000 worth of unreleased music material is also part
of the deal, The Deal noted.

                       About Death Row

Headquartered in Compton, California, Death Row Records Inc.
-- http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq.,
at Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  R. Todd
Neilson serves as chapter 11 Trustee for the Debtors' estate.
When the Debtors filed for protection from their creditors,
they listed total assets of $1,500,000 and total debts of
$119,794,000.


DELTA AIR: Extends Pinnacle Contract Through September 2008
-----------------------------------------------------------
Pinnacle Airlines Corp. disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it will continue to
operate nine aircraft for Delta Air Lines, Inc., through
September 2008, pursuant to the parties' agreement reached last
July 17.

Delta notified Pinnacle of its intent to terminate as of July 31,
2008, the parties' Delta Connection Agreement, because Pinnacle
failed to meet the minimum arrival-time flight performance
requirements in late 2007.  Pinnacle called Delta's decision
"wrongful," as Delta assigned "unrealistic" flight schedules for
Pinnacle since December 2007.  

The parties' agreement resolves the issues relating to Delta's
intent to terminate the DCA.  In connection with their agreement,
both parties affirmed and ratified the DCA in its entirety, with
certain adjustments to in-service dates.

According to the filing, Pinnacle has already taken delivery of
nine of the 16 CRJ-900 aircraft to be operated under the DCA, and
is operating these aircraft as a Delta Connection carrier in
accordance with the terms of the DCA.  

The parties have agreed to amend the DCA to defer the in-service
dates for the remaining seven aircraft to be operated under the
DCA.  The in-service dates have been revised as:

Aircraft No.  Original In-Service Date  Revised In-Service Date
------------  ------------------------  -----------------------  
        10              July 2008               January 2009
        11              July 2008               January 2009
        12              October 2008            January 2009
        13              October 2008            February 2009
        14              November 2008           February 2009
        15              December 2008           May 2009
        16              January 2009            May 2009

As a result of the delayed in-service dates, Pinnacle and the
aircraft manufacturer have also agreed to defer delivery of
certain of these aircraft to Pinnacle.  In some instances,
Pinnacle will acquire aircraft from the aircraft manufacturer
prior to their scheduled in-service date under the DCA.  Pinnacle
will use these aircraft as spare aircraft to support its Delta
Connection operations until the aircraft enter service under the
DCA.  Pinnacle will incur interest, depreciation expense, and
related aircraft ownership costs of approximately $2,000,000
during the third and fourth quarters of 2008 prior to the related
aircraft entering into service under the DCA.  All other terms of
the DCA remain unchanged.

                         About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News, Issue No. 104; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


DIANE SPREADBURY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Diane Cheryl Spreadbury
        1749 Atoka Road
        Marshall, VA 20115

Bankruptcy Case No.: 08-14288

Chapter 11 Petition Date: July 21, 2008

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: John W. Bevis, Esq.
                  Email: johnbevis@bevislawoffices.com
                  John W. Bevis, P.C.
                  10521 Judicial Drive, Suite 204
                  Fairfax, VA 22030
                  Tel: (703) 691-1334
                  Fax: (703) 385-4353
                  http://bevislawoffices.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


DLJ COMMERCIAL: Fitch Holds 'B-' Rating on $6.3MM Class B-7 Certs.
------------------------------------------------------------------
Fitch affirmed DLJ Commercial Mortgage Corp.'s commercial mortgage
pass-through certificates, series 1998-CF1 as:

  -- Interest-only classes CP and S at 'AAA';
  -- $6.0 million class B-1 at 'AAA';
  -- $10.0 million class B-3 at 'AAA';
  -- $27.1 million class B-4 at 'AA+';
  -- $6.3 million class B-7 at 'B-'.

Fitch does not rate the $14.7 million class B-2, $15 million class
B-5, $15 million class B-6 or $10.2 million class C certificates.
Class A-1A, A-1B, A-2, and A-3 are paid in full.

Affirmations are due to the stable performance of the pool. As of
the July distribution date, the pool's aggregate certificate
balance has been reduced 87.6% to $104.3 million from $838.8
million at issuance.  Of the remaining 29 loans, three (8.5%) are
fully defeased.  The pool has 72.8% exposure to 21 retail
properties.

The third largest asset is currently in special servicing (8.5%)
and is real estate owned.  The asset is secured by a retail
property located in Decatur, Georgia.  The center is anchored by a
Kroger grocery store which exercised their five year renewal
option until 2013.  The Kmart and Hardees space remains vacant.
The property is currently 51% occupied and the leasing broker
continues to market the vacant space.  Losses are expected upon
disposition of the asset and should be absorbed by the non-rated
class C.


DML LAND: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: DML Land Development, L.C.
        P.O. Box 1733
        Des Moines, IA 50305

Bankruptcy Case No.: 08-02803

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: July 23, 2008

Court: Southern District of Iowa (Des Moines)

Judge: Lee M. Jackwig

Debtor's Counsel: Jeffrey D. Goetz, Esq.
                     Email: bankruptcyefile@bradshawlaw.com
                  801 Grand Ave., Ste. 3700
                  Des Moines, IA 50309-8004
                  Tel: (515) 246-5817
                  Fax: (515) 246-5808
                  http://www.bradshawlaw.com/

Total Assets: $10,288,001

Total Debts: $9,096,767

Debtor's 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Eco-Tech Construction, L.L.C.  Partially satisfied   $1,400,000
5600 Enterprise Drive          mechanic's liens for
Grimes, IA 50111               construction services

City of Ankeny                 Sanitary trunk sewer  $193,000
Attn: Dennis or Jolee
210 S. Ankeny Blvd.
Ankeny, IA 50021-3117
Tel: (515) 963-3550

A.J. Garrett and Associates    Seed, mulch, and silt $111,006
Attn: Credit Manager           fence
32533 Wendover Rd., Ste. 100
Waukee, IA 50263
Tel: (515) 202-2763

Cooper Crawford & Associates   Engineering services  $66,980

Quick Supply Co.               Partially secured     $7,250
                               mechanic's lien

Marks Nursery                  Nursery stock         $6,503

Team Services                  Concrete testing      $6,500

Geotech Engineering &          Engineering services  $3,560
Observation

Allender Butzke Engineers,     Engineering services  $1,081
Inc.

CMT                            Coring for depth      $887
                               check


DOUBLE JJ: Judge Hughes Appoints Receiver in Bankruptcy Case
------------------------------------------------------------
The Hon. Jeffrey Hughes of the U.S. Bankruptcy Court for the
Western District of Michigan on Wednesday, July 23, 2008, named a
receiver to manage the assets of Carpenter Lake Development, Inc.,
dba Double JJ Realty, Bob Brenzing of WZZM13.Com relates.

The Debtor's bank lenders called an emergency meeting Tuesday,
July 22, 2008, to discuss the receiver appointment in the Debtor's
bankruptcy case, WZZM13.Com says.  Owner Robert Lipsitz, according
to the report, wants to retain control over the company.

Judge Hughes is concerned that the Debtor failed to follow his
order to deposit funds in escrow, according to WZZM13.Com.  The
judge, the report relates, said that a receiver "will help work
out an orderly transition" so the Debtor may continue its
operations.

The appointed receiver will be disclosed within the week,  
WZZM13.Com quotes Debtor's counsel, Steve Raymond, Esq., as
saying.  Mr. Raymond also said that workers will be informed about
the status of their salaries this week, the report notes.

WZZM13.Com says that much of the Debtor's debt funded a
construction of a water park.

Mr. Lipsitz informed the court that he had hoped to get more funds
by hosting a Rothbury Music Festival over the July 4th weekend,
based on the report.  However, WZZM13.Com says that revenues from
the festival were down despite having 40,000 visitors.

Mr. Lipsitz said he intends to host another festival in 2009,  
WZZM13.Com notes.

Oceana County, Michigan-based Carpenter Lake Development, Inc.,
dba Double JJ Realty, filed its chapter 11 petition on July 18,
2008 (Bankr. W.D. Mich. Case No. 08-06294).  Steve Raymond, Esq.,
represents the Debtor in its restructuring efforts.


DRIVETIME: Moody's Reviews Low-B Senior Debt Rating for Likely Cut
------------------------------------------------------------------
Moody's Investors Service placed the B2 senior unsecured rating of
DriveTime under review for possible downgrade.

The rating action mainly reflects the significant funding pressure
being experienced by the company, predominantly as the result of
the credit crunch which began last summer.

During the review Moody's will evaluate DriveTime's progress in
completing a planned capital raise, as well as the upcoming
renewal of the company's inventory facility, and the effects of
such developments on the company's liquidity and financial
flexibility.  Moody's will also evaluate the effects on core
profitability of the company's shrinking store base, increased
funding costs, and rising credit loss experience stemming from the
overall weakened U.S. economy and the company's geographic
concentrations in particularly hard-hit areas including
California, Florida, Arizona, and Nevada.

Headquartered in Phoenix, ArizonaDriveTime Automotive Group and DT
Acceptance Corp. reported combined assets of $1.58 billion as of
March 31, 2008.


DYNAMERICA MFG: Gets Initial OK to Use TRW Unit's $2MM Financing
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized DynAmerica Manufacturing LLC to obtain, on an interim,
basis, up to $2 million in financing from lenders including units
of TRW Automotive Holdings Corp., Bill Rochelle of Bloomberg News
reports.

As reported in the Troubled Company Reporter on July 23, 2008, the
financing will be provided by DynAmerica's customers TRW Vehicle
Safety Systems Inc., Autoliv ASP Inc. and Quality Safety Systems
Co., The Deal said.

The lenders has told the Court it consents to DynAmerica accessing
up to $2.6 million in financing, on a final basis, Mr. Rochelle
says.  A hearing is set for Aug. 15, 2008, to consider final
approval, he notes.

On April 7, DynAmerica missed a payment on its $5.25 million
prepetition debt owed to Comerica.  The Debtor owes $2.8 million
to Comerica, the report noted.

According to Bloomberg, secured lender Comerica refused to provide
monies for the DynAmerica's Chapter 11 case.

                  About DynAmerica Manufacturing

Headquartered in Muncie, Indiana, DynAmerica Manufacturing LLC --
http://www.dynamericamfg.com/-- has been providing safety   
components, such as seat belt buckles, motor housings and brake
parts, to the automotive industry for more than 20 years.  Its
customers include Delphi Corp. and Visteon Corp.  DynAmerica also
produces electrical parts.  DynAmerica also operates a warehouse
in West Milton, Ohio, and a manufacturing facility in Monterrey,
Mexico.  TMB Industries LLC --
http://www.tmbindustries.com/partners.html-- has been investing   
in the company since 2005.

DynAmerica filed its chapter 11 petition on July 18, 2008 (Bankr.
D. Del. Case No. 08-11515).  Marc S. Casarino, Esq., and James S.
Yoder, Esq., Robert A. Kargen, Esq., and Amy E. Vulpio, Esq., at
White and Williams LLP represent the Debtor in its restructuring
efforts.

When the Debtor filed for protection against its creditors, it
listed assets and debts between $1 million to $10 million each.


ENTERGY GULF: Company Split Cues Fitch to Take Rating Actions
-------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and
outstanding debt ratings for Entergy Gulf States - Louisiana, LLC,
and has assigned Issuer Default Ratings to Entergy Texas, Inc. as:

Entergy Gulf States - Louisiana LLC
  -- IDR at 'BB+';
  -- Senior secured at 'BBB';
  -- Senior unsecured at 'BBB-';
  -- Preferred stock at 'BB+'.

Entergy Texas, Inc.
  -- IDR 'BB+'.

Approximately $2.2 billion of debt is affected.  The Rating
Outlook is Stable.

The rating action reflects the legal separation of Entergy Gulf
States, Inc. into two separate jurisdictional entities. Entergy
Gulf States - Louisiana, LLC is the successor entity and new name
of Entergy Gulf States, Inc. while Entergy Texas, Inc. is the
spin-off of the Texas service area.

The ratings of both entities are linked by a debt assumption
agreement and the integration of operations.  This linkage will
decrease over the next several years as ETI replaces its pro-rata
assumed debt with new debt but remain moderate because of the
integrated operations.

EGS-LA's ratings reflect an improving regulatory environment, a
limited capital spending plan, and adequate credit metrics for its
current rating category.  Credit concerns include lower expected
volume growth, and the liability for all debt of predecessor
company Entergy Gulf States, Inc.

ETI's ratings reflect a limited capital spending program, adequate
credit metrics for its current rating category, and steady volume
growth driven by the oil and gas sector.  The primary credit
concern is the Texas regulatory environment; ETI expects to
conclude its current base rate case by October 2008, and a less
constructive outcome could pressure the ratings of both ETI and
EGS-LA.  Fitch will assess the credit impact when an order is
issued or a settlement is reached.

The Stable Rating Outlook is based on Fitch's expectation that
ETI's and EGS-LA's credit metrics will remain consistent with
their rating category.  For 2008-2009, Fitch projects that ETI's
and EGS-LA's FFO-to-interest will range from 4 times to 5x, while
debt-to-FFO will range from 4x to 5x.

The ratings of both companies are also linked to the credit
profile of Entergy Corp. (ETR; IDR rated 'BBB-' with an Evolving
Rating Outlook by Fitch) and affiliate utilities through
participation in the Entergy system money pool and through a
variety of contractual arrangements.  This linkage is partially
weakened by separate credit facilities for both EGS-LA and ETI.

Together, EGS-LA and ETI serve 765,000 utility customers in
eastern Texas and western Louisiana.


ENVIRONMENTAL TECTONICS: Has $10.4MM Equity Deficit at May 30
-------------------------------------------------------------
Environmental Tectonics Corporation disclosed financial results
for its fiscal first quarter ended May 30, 2008.

At May 30, 2008, the company's consolidated balance sheet showed
$35.2 million in total assets, $36.2 million in total liabilities,
$6.0 million in Series B cumulative convertible preferred stock,
and $3.3 million in Series C cumulative convertible participating  
preferred stock, resulting in a $10.4 million stockholders'
deficit.
    
The company had a net loss of $1.5 million during the first
quarter of fiscal 2009 compared to a net loss of $5.7 million for
the first quarter of fiscal 2008.  The company attributed the
decrease in net loss to a significant increase in sales and
corresponding gross profit and reduced claim settlement costs,
attributable to claims costs associated with a U.S. Navy
settlement.  Acting as partial offsets were higher research and
development expenses and interest expenses.
     
Sales for the first quarter of fiscal 2009 were $10.0 million as
compared to $4.3 million for the first quarter of fiscal 2008, an
increase of $5.6 million.   Most product areas showed  
significantly improved performance, most notably environmental and
pilot training systems.  Acting as partial offsets were decreased
simulation and entertainment sales.
     
Geographically, domestic sales in the first quarter of fiscal 2009
were $5.3 million as compared to $2.4 million in the first quarter
of fiscal 2008, reflecting significant increases in all Control
Systems Group product areas. Domestic sales represented 53.4% of
the company's total sales in the first quarter of fiscal 2009, as
compared to 56.2% for the first quarter of fiscal 2008.  U.S.
Government sales in the first quarter of fiscal 2009 were $991,000
as compared to $569,000 in the first quarter of fiscal 2008 and
represented 10.2% of total sales in the first quarter of fiscal
2009 versus 13.1% for the first quarter of fiscal 2008.

International sales for the first quarter of fiscal 2009 were
$3.7 million as compared to $1.3 million in the first quarter of
fiscal 2008, and represented 36.4% of total sales, as compared to
30.7% in the first quarter of fiscal 2008.  The current reporting
period benefited from significant percentage of completion revenue
recognition for contracts in the Middle East.
     
Gross profit for the first quarter of fiscal 2009 was $2.5 million
as compared to $895,000 in the first quarter of fiscal 2008, an
increase of $1.6 million, or 178.8%.  

Selling and administrative expenses for the first quarter of
fiscal 2009 were $3.3 million as compared to $2.8 million in the
first quarter of fiscal 2008, an increase of $514,000, or 18.4%.
Increased spending for legal costs, a reserve for a potential
legal settlement, higher commissions on the higher sales level,
bid and proposal costs on increased bid activity and higher
consulting expenses related to the company's Authentic Tactical
Fighting Systems (ATFS) marketing efforts were partially offset by
reduced claims expenses.

Claims settlement costs in the prior period consist of a write off
of an accounts receivable of $89,000 and a reserve for a payment
under a settlement to the U.S. Government of $3.3 million.  There
were no claim settlement costs in the current quarter.

Research and development expenses were $295,000 for the first
quarter of fiscal 2009 as compared to $54,000, which is net of
monies due under a NASA grant of $232,000, for the first quarter
of fiscal 2008.  When adjusted for the NASA grant offset, net
spending between the two periods was approximately equal.

Interest expense for the first quarter of fiscal 2009 was $436,000
as compared to $354,000 for the first quarter of fiscal 2008.  The
increase reflected higher interest expense on a higher average
loan balance partially offset by lower amortization expense
related to the beneficial feature of the company's subordinated
debt and the value assigned to warrants which were issued with the
subordinated debt as part of the company's February 2003
refinancing.

Other income/expense, net, provided net income of $61,000 for the
first quarter of fiscal 2009 versus a net expense of $30,000 for
the first quarter of fiscal 2008.  The current period reflected
proceeds from a property damage claim.

                 Liquidity and Capital Resources

On May 20, 2008, H.F. Lenfest, a member of the company's Board of
Directors and a significant shareholder of the company's stock,
agreed to fund all requests by the company for funds to support
its operations through June 30, 2009, on terms and conditions to
be mutually agreed upon by Lenfest and the company, provided that
the company shall not request more than $10 million in the
aggregate.

The company believes that existing cash balances at May 30, 2008,
cash generated from operating activities, and potential funding
under the agreement with H. F. Lenfest or other arrangements with
other lenders or investors will be adequate to meet the company's  
future obligations through at least May 29, 2009.

The company's sales backlog at May 30, 2008, and Feb. 29, 2008,
for work to be performed and revenue to be recognized under
written agreements after such dates, was $31.8 million and
$38.3 million, respectively.  In addition, the company's training,
maintenance and upgrade contracts backlog at May 30, 2008, and
Feb. 29, 2008, for work to be performed and revenue to be
recognized after such dates under written agreements was
$2.9 million and $1.0 million, respectively.  Of the May 30, 2008  
sales backlog, the company has contracts totaling approximately
$20.3 million for pilot training systems including $17.6 million  
for two customers in the Middle East.

At May 30, 2008, the company had long-term obligations of
$19.1 million, as compared with long-term obligations of
$18.2 million at Feb. 29, 2008.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 30, 2008, are available for
free at http://researcharchives.com/t/s?2ff9

                  About Environmental Tectonics
    
Southampton, Pennsylvania-based Environmental Tectonics
Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs,  
develops, installs and maintains aircrew training systems
(aeromedical, tactical combat and general), disaster management
training systems and services, entertainment products, sterilizers
(steam and gas), environmental testing products, hyperbaric
chambers and related products for domestic and international
customers.


FEARLESS INT'L: Case Summary & 39 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Fearless International, Inc. (NV)            
             13499 Biscayne Blvd., T-3
             North Miami, FL 31811

Bankruptcy Case No.: 08-20162

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Fearless Yachts LLC (MO)                           08-20163

Type of Business: The Debtors manufacture yachts.

Chapter 11 Petition Date: July 23, 2008

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtors' Counsel: Joel M. Aresty, Esq.
                   (aresty@mac.com)
                  Joel M. Aresty, P.A.
                  13499 Biscayne Blvd #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723.7893

Total Assets: $5,597,827

Total Debts:  $8,271,000

A. A list of Fearless International's largest unsecured creditors
   is available for free at:

            http://bankrupt.com/misc/flasb08-20162.pdf

B. A list of Fearless Yachts' largest unsecured creditors is
   available for free at:

            http://bankrupt.com/misc/flasb08-20163.pdf


FIRST MAGNUS: Violated Real Estate Settlement Rules, HUD Says
-------------------------------------------------------------
The U.S. Department of Housing and Urban Development issued an
audit on First Magnus Financial Corporation dated July 14, 2008.  
The HUD found out that First Magnus violated the Real Estate
Settlement Procedures Act, or RESPA, when paying incentives to
brokers for generating Federal Housing Administration mortgages.

The HUD audited the mortgage origination and business practices of
First Magnus' corporate office in Tucson, Arizona.  The HUD
determined that First Magnus violated the RESPA when it paid
quality incentives, also known as volume-based incentives, to
brokers for originating and processing FHA mortgages.

As a result, First Magnus paid brokers $58,571 in quality
incentives, also known as volume-based incentives, to originate
and process 169 FHA mortgages totaling more than $24 million.

The HUD recommended that its assistant secretary for housing
require First Magnus, for any current or future FHA mortgage
operations for which the company may exercise management control,
to ensure that the practice of issuing incentive payments to
brokers for originating and processing FHA mortgages is
discontinued.

In addition, the HUD recommended that First Magnus have their
active status and approval to perform FHA business removed.

Finally, the HUD recommended that its acting director for the
Departmental Enforcement Center pursue administrative actions
against the principal owners and management of First Magnus for
allowing the improper practice of issuing incentive payments to
brokers for originating and processing FHA mortgages.

                        About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No. 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.  As of Dec. 31, 2007, the Debtor had total assets
of $178,737,936 and total liabilities of $142,241,111.  The
Debtor's chapter 11 liquidation plan was approved in February
2008.


FIRST PROTECTION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: First Protection, Inc.
        23623 North Scottsdale Road #D-3275
        Scottsdale, AZ 85255

Bankruptcy Case No.: 08-08964

Related Information: David Fursman, president, filed the petition
                     on the Debtor's behalf.

Chapter 11 Petition Date: July 18, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Daniel E. Garrison, Esq.
                  Shugart Thomson & Kilroy
                  3636 North Central Avenue, Suite 1200
                  Phoenix, AZ 85012
                  Tel: (602) 650-2085
                  Fax: (602) 296-0138
                  (dgarrison@stklaw.com)

Estimated Assets: $1 million to $10 million

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

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/AZb08-08964.pdf


FIRST DARTMOUTH: Wants Ch. 11 Plan Confirmation Hearing Hold Off
----------------------------------------------------------------
First Dartmouth Homes asks the U.S. Bankruptcy Court for the
Middle District of Florida to postpone the hearing on Aug. 21,
2008, to consider confirmation of its Chapter 11 plan of
reorganization, Dawn McCarty of Bloomberg News reports.

The additional time will enable First Dartmouth to resolve
personal-injury lawsuit filed by John and Diane Foster, Mrs.
McCarty says.  The lawsuit is seeking to recover up to $4 million
in claim, she notes.

The Court gave the Fosters authority to pursue the case in state
court in Florida, the report relates.

According to Bloomberg, First Dartmouth said "The inclusion of
the Fosters' disputed, unliquidated $4 million claim effectively
delays distribution to any general unsecured creditor."

As reported in the Troubled Company Reporter on June 25, 2008, a
hearing was set for Aug. 21, 2008, to consider confirmation of the
Debtor's Chapter 11 plan.  The hearing was originally set on June
4, 2008.

On April 30, 2008, the Court conditionally approved the Debtor's
disclosure statement explaining its Chapter 11 plan.  The Court
found that the disclosure statement contains adequate information
within the meaning Section 1125 of the Bankruptcy Code.

The Court also extended the Debtor's exclusive period to file a
Chapter 11 plan until Aug. 21, 2008.

On May 28, 2008, the Debtor received positive votes from its
creditors on its Chapter 11 plan.

                        Chapter 11 Plan

The plan is premised on the use of cash accumulated during the
Debtor's Chapter 11 case, the release of certain on the cash
proceeds from certain collateral and a new equity investment.  The
plan classified claims against and liens in the Debtor in eight
classes.

All administrative and tax claims will treated as unclassified
claims under the plan.

Holders of class 1 Regions Bank secured claim will conclude the
foreclosure of its lien on the Debtor's two lost in Pinellas
County, Florida, in full satisfaction of its allowed secured claim
or receive other treatment as may be mutually agreed upon by the
Debtor and the bank provided that distribution does not affect any
other creditor.  In a later filing, the Debtor say that the
proceeds of the foreclosure sale will not be sufficient to satisfy
the bank's claims therefore, it will have a deficiency claims
against the Debtor.  But the bank agreed not to receive any
distribution.

Holders of class 2 Frank S. Maggio Secured claim will release its
lien on the cash proceeds of their collateral in the amount of
$37,500, pursuant to the plan as part of its new equity
contribution to the Debtor.

On the distribution date, each holder of Class 3 other secured
claims will be entitled to receive, either:

   a) the payment of its allowed secured claims in cash in full;

   b) the sale of the property securing any allowed secured claims
      to the extent of the value of their respective interests in
      the property;
   
   c) the surrender to the holder of any allowed secure claims of
      the property securing its claim; or

   d) other distribution as will be necessary to satisfy the
      requirement of Chapter 11 of the Bankruptcy Code.

Holders of class 4 priority claims will get cash in full
satisfaction of it allowed priority claims or other treatment as
may be agreed upon in writing by the holder on the distribution
date.

Each holder of class 5 insured claims will be paid solely from the  
proceeds of the insurance policy(s) and will get no distribution
from the Debtor, its estate, or the reorganized Debtor.

Holders of class 6 guaranty claims of Regions Bank and Colonial
Bank will not receive any distribution but will retain any claims
they may have against third parties under the plan.

Each holder of class 7 general unsecured claims will receive a pro
rata distribution of the general unsecured fund in full
satisfaction of its allowed general unsecured claim.

Class 8 equity interests will be canceled under the plan.

All classes of claims against and equity interest in the Debtor,
except class 3 and 4, are impaired under the plan.

A full-text copy of the Chapter 11 Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?2e6f

                      About First Dartmouth

Headquartered in St. Petersburg, Florida, First Dartmouth Homes is
a homebuilder that focuses on developing luxury residential and
mixed-use communities and yacht clubs.  The company filed for
Chapter 11 protection on Dec. 28, 2007 (Bankr. M.D. Fla. Case No.
07-12927).  John D. Emmanuel, Esq., at Fowler, White, Boggs,
Banker, P.A., in Tampa, Florida, represent the Debtor.  The U.S.
Trustee for Region 21 has not appointed creditors to serve on an
Official Committee of Unsecured Creditors.  The Debtor's Chapter
11 petition listed assets of $1.5 million and debt of $55.3
million.


FOAMEX INTERNATIONAL: Elects Directors, Updates on Debt Reduction
----------------------------------------------------------------
Foamex International Inc. elected Eugene I. Davis, Robert B.
Burke, Seth Charnow, Thomas M. Hudgins, John G. Johnson, Jr.,
David J. Lyon, and Gregory E. Poling, as directors for a term of
one year.

The company also discloses that total debt as of June 29, 2008,
was approximately $417.6 million, after giving effect to the
$100 million put option to certain stockholders.  The company has
already received assignments of second lien term loans in the
amount of $13 million in connection with its second lien term loan
offering, which expires July 24, 2008.  The second term lien loan
offering and rights offering are anticipated to close on July 30,
2008.

At the annual meeting of stockholders on July 18, 2008, Jack
Johnson, president and chief executive officer of Foamex reviewed
the company's growth plans for the future.  Highlighted in the
discussion was the further expansion of the company's footprint in
Asia.

Mr. Johnson also discussed the establishment of retail sales for
its new sleep accessories product lines, including memory foam
pillows and mattress toppers.  He noted that the company has
expanded its Auburn, Indiana, fabrication and packaging operations
to handle this downstream big box market.

In addition, he commented on the launch of several sustainable
specialty foam products for home furnishings, explaining that the
company is leveraging its patented VPF technology and proprietary
formulations utilizing renewable plant-based ingredients.

Finally, he outlined several current and upcoming key product
launches for the electronics, medical, and industrial markets.  
Mr. Johnson concluded by stating that: "All of these growth
initiatives will enhance shareholder value."

                  About Foamex International Inc.

Headquartered in Linwood, Pennsylvania, Foamex International Inc.
(FMXIQ.PK) -- http://www.foamex.com/-- produces cushioning for       
bedding, furniture, carpet cushion and automotive markets.  The
company also manufactures polymers for the industrial, aerospace,
defense, electronics and computer industries.  

The company and eight affiliates filed for chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).  

On Feb. 2, 2007, the Court confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan of Reorganization of
Foamex International Inc. became effective and the company emerged
from chapter 11 bankruptcy protection on Feb. 12, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on April 8, 2008,
Foamex International Inc.'s consolidated balance sheet at Dec. 30,
2007, showed $430.6 million in total assets and $728.7 million in
total liabilities, resulting in a $298.1 million total
stockholders' deficit.


FORD MOTOR: Net Loss Slides to $8.7BB in Quarter Ended June 30
--------------------------------------------------------------
Ford Motor Co. reported net loss of $8.7 billion including pre-tax
special items totaling $8 billion for the second quarter ended
June 30, 2008.  This compares with a net profit of $750 million in
the second quarter of 2007.

According to the Wall Street Journal, Ford's loss was its largest
quarterly setback ever.

In a press statement, Ford said that its second quarter revenue,
excluding special items, was $38.6 billion, down from
$44.2 billion a year ago.  Adjusted to exclude Jaguar Land Rover
and Aston Martin from 2007 results, revenue would have been down
slightly, with lower volume, adverse product mix and lower net
pricing, partly offset by favorable exchange.  

Special items reduced pre-tax results by $8 billion in the second
quarter, reflecting charges associated with asset impairments of
$5.3 billion for Ford North America and $2.1 billion for Ford
Credit.  Because of deteriorating economic conditions, demand has
declined substantially, particularly in North America.  At the
same time, fuel and commodity prices have increased substantially.

As a result, there has been a significant shift away from large
pickup trucks and traditional SUVs in North America.  This
prompted a review of the company's North American assets and Ford
Credit operating lease portfolio, which led to the pre-tax non-
cash impairment charges.

Automotive gross cash, which includes cash and cash equivalents,
net marketable securities, and loaned securities, was
$26.6 billion at June 30, 2008, a decrease of $2.1 billion from
the end of the first quarter.

The decrease reflects working capital increases, upfront
subvention payments to Ford Credit, and Automotive operating
losses, offset partly by the proceeds of the Jaguar Land Rover
sale.

WSJ indicated that most of Ford's loss was related to $5.3 billion
non-cash charges which reflected the drop in value of plants and
equipment for making trucks.  Ford, WSJ added, also took an
additional write-down of $2.1 billion to cover unprofitable auto
leases made by its credit arm.

WSJ said, at July 23 composite trading on the New York Stock
Exchange, Ford was down 15% at $5.11.  A selloff in the stock, WSJ
stated, showed worries about losses in the next quarters and its
impact on Ford's cash levels.

                       About Ford Motor Co.

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

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                            *   *   *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on Ford Motor Co.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4'.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's $3-billion of senior convertible notes due
2036.


GAMMA PHARMA: LL Bradford & Co Expresses Going Concern Doubt
------------------------------------------------------------
Las Vegas-based L.L. Bradford & Company, LLC, raised substantial
doubt about the ability of Gamma Pharmaceuticals, Inc., to
continue as a going concern after auditing the company's financial
statements for the year ended March 31, 2008.  The auditor said
that the company's current liabilities exceed current assets and
has incurred significant losses during the development stage.

Gamma Pharmaceuticals reported a net loss of $3,795,571 on total
revenues of $197,840 for the year ended March 31, 2008, as
compared with a net loss of $2,353,884 on zero revenue in the
prior year.

At March 31, 2008, the company has an accumulated loss of around
$6,404,224.  The company's current liabilities exceed its current
assets by $660,028 as of March 31, 2008.

                       Management Statement

Management related that the company's continuation as a going
concern is dependent upon its ability to obtain additional
financing or sale of its common stock as may be required and
ultimately to attain profitability.

As of March 31, 2008, the company had $71,209 in cash.  Management
plans to raise additional equity capital to begin executing its
business plan, but there can be no assurance that the company will
be able to raise such funds.  Even if the company is able to raise
additional capital, as it continues to implement its plan to
expand into additional markets, the company will experience
increased capital needs and it will not have enough capital to
fund its future operations without additional capital investments.

"If we cannot obtain initial or additional funding, we may be
required to limit our marketing efforts; and decrease or eliminate
capital expenditures.  Such reductions could materially adversely
affect our business and our ability to compete," management said.

                           Balance Sheet

At March 31, 2008, the company's balance sheet showed $6,907,378
in total assets, $1,524,942 in total liabilities, and $5,382,436
in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, showed
strained liquidity with $284,564 in total current assets available
to pay $944,592 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?2ff2

                    About Gamma Pharmaceuticals

Gamma Pharmaceuticals, Inc. (OTC BB: GMPM.OB) -- http://www.gamma-
pharma.com/ -- operates as a marketing, brand management, and
product formulation company.  The company focuses on the
formulation, marketing and sale of vitamins and nutriceuticals,
over the counter pharmaceutical products, and personal care
products in the Peoples Republic of China, Hong Kong, Taiwan, and
the United States.  Its product formulations are based on its
proprietary Gel Delivery Technology' and are marketed and sold as
wellness products.   The company offers products under the
BrilliantChoice, Savvy, Jugular Energy Products, and IceDrops.  It
also manufactures house brands for retail accounts.  The company,
formerly known as Sunburst Pharmaceuticals, Inc., was founded in
1993 and is headquartered in Las Vegas.


GE COMMERCIAL: S&P Lowers Ratings on Three Classes of Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from GE
Commercial Mortgage 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;
specifically, five loans in the pool have a debt service coverage
below 1.0x.  In addition, S&P expect the DSCs of four interest-
only loans to fall below 1.0x once the loans enter their
amortization periods.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the July 12, 2008, remittance report, the collateral pool
consisted of 132 loans with an aggregate trust balance of
$2.086 billion, down from $2.116 billion at issuance.  The master
servicer, Midland Loan Services Inc., reported financial
information for 98.5% of the pool.  Seventy-eight percent of the
servicer-provided information was full-year 2007 data, and 17.3%
was interim-2007 data.  Excluding defeased loans totaling
$72.7 million (3.5%), Standard & Poor's calculated a weighted
average DSC of 1.78x for the pool, up from 1.73x at issuance.  

There are five loans in the pool totaling $25.5 million (1.22%)
that have reported DSCs lower than 1.0x.  The loans are secured
primarily by a variety of multifamily, office, and industrial
properties, with an average balance of $5.1 million and an average
decline in DSC of 49.8% since issuance.  There are also four
interest-only loans (1.7%) that will begin amortizing in 15 to 26
months.  When their amortization periods begin, S&P expect they
will have DSCs of less than 1.0x based on current cash flows.  All
of the loans in the pool are current.  There are no loans in
special servicing.  The trust has experienced no losses to date.
     
The top 10 loan exposures secured by real estate have an aggregate
outstanding balance of $906.0 million (43.4%) and a weighted
average DSC of 2.08x for year-end 2007, up from 2.07x at issuance.  
Two of the top 10 loans appear on the watchlist and are discussed
below.  Standard & Poor's reviewed property inspections provided
by Midland for all of the assets underlying the top 10 exposures,
and all were characterized as "good" except for one that was
characterized as "excellent."
     
Midland reported a watchlist of 11 loans with an aggregate
outstanding balance of $237.4 million (11.3%).  The largest loan
on the watchlist and the third-largest loan in the pool is the
Garden City Plaza loan ($94.5 million, 6.2%).  The loan is secured
by a 583,017-sq.-ft. suburban office complex consisting of four
five-story buildings in Garden City, New York, which is 10 miles
east of New York City.  The loan appears on the watchlist due to a
declining DSC caused by a decrease in occupancy.  As of Dec. 31,
2007, the DSC was 1.02x, down from 1.14x at year-end 2006.  The
most recent property inspection characterized the property as
"good."

The eighth-largest loan, the 1301 Fannin loan ($70.7 million,
3.3%), is secured by a 795,155-sq.-ft., 25-story, class A office
building in the central business district of Houston, Texas, built
in 1983.  The master servicer placed this loan on the watchlist
due to declining DSC resulting from increased operating expenses.  
As of Dec. 31, 2007, the DSC was 1.27x, down from 1.63x at year-
end 2006.  The most recent property inspection characterized the
property as "good."
     
Five loans had credit characteristics consistent with those of
investment-grade obligations at issuance and continue to do so.  
Three are included in the top 10; details are:

     -- The largest exposure in the pool, the Oakland City Center
        loan, has a trust balance of $150.0 million (7.1%).  The
        interest-only loan is secured by a seven-building,
        1,551,224-sq.-ft., class A office and retail complex in
        downtown Oakland, California.  The property was built
        between 1984 and 2002 and is part of a larger 17-acre,
        12-block area in downtown Oakland that offers retail,
        dining, and entertainment.  The subject property is
        located two blocks from Interstate 580 and is a focal
        point for commercial and government activity in downtown
        Oakland.  It is also directly above the 12th street BART
        station.  DSC was 3.48x for the year ended Dec. 31, 2007,
        and Standard & Poor's adjusted value for this loan is
        comparable to its level at issuance.

     -- The second-largest exposure in the pool, the Inland Hewitt
        Office Portfolio loan, has a trust balance of
        $129.7 million (6.2%).  The loan is secured by two office
        complexes with an aggregate of 1,144,564 sq. ft.  The
        properties are fully leased on a long-term basis to Hewitt
        Associates LLC (not rated), which has credit
        characteristics consistent with those of an investment-
        grade company.  One complex, Overlook Point, consists of
        four interconnected class A buildings constructed between
        1998 and 1999 with an aggregate 818,686 sq. ft.  The
        second complex, Half Day Road, consists of three class B
        buildings constructed in 1970, 1977, and 1986, with an
        aggregate of 325,878 sq. ft.  Both complexes are located
        in Lincolnshire, Illinois, a suburb approximately 35 miles
        north of Chicago.  DSC was 2.18x for the year ended
        Dec. 31, 2007, and Standard & Poor's adjusted value for
        this loan is comparable to its level at issuance.

     -- The sixth-largest exposure in the pool, the Loews
        Universal Hotel Portfolio, has a trust balance of
        $71.7 (3.4%) million and a whole-loan balance of
        $450.0 million.  The whole loan consists of five pari
        passu senior participations totaling $400.0 million and
        two securitized pari passu junior participations totaling
        $50.0 million.  The loan is collateralized by three full-
        service resort properties totaling 2,400 rooms, located
        near Universal Studios in Orlando, Florida.  For the year
        ended Dec. 31, 2007, DSC was 3.20x, and the portfolio's
        weighted average daily rate was $222, up from $202 at
        issuance.  Standard & Poor's adjusted net cash flow for
        this loan is comparable to its level at issuance.

The remaining two loans are South View Apartments (0.91%) and
Stone Gate Apartments (0.68%).  Standard & Poor's adjusted values
for these loans have increased 40.3% and 41.9% since issuance,
respectively.
     
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-C3

                         Rating
                         ------
            Class     To        From  Credit enhancement
            -----     --        ----  ------------------
            N         B         B+          1.90%
            O         B-        B           1.52%
            P         CCC+      B-          1.14%

                         Ratings Affirmed
   
                    GE Commercial Mortgage Corp.
   Commercial mortgage pass-through certificates series 2005-C3
   
                Class     Rating  Credit enhancement
                -----     ------  ------------------
                A-1       AAA           20.29%
                A-2       AAA           20.29%
                A-3FX     AAA           20.29%
                A-3FL     AAA           20.29%
                A-4       AAA           20.29%
                A-5       AAA           20.29%
                A-6       AAA           20.29%
                A-AB      AAA           20.29%
                A-7A      AAA           30.25%
                A-7B      AAA           20.29%
                A-1A      AAA           20.29%
                A-J       AAA           12.55%
                B         AA+           11.92%
                C         AA            10.52%
                D         AA-            9.51%
                E         A              7.86%
                F         A-             6.97%
                G         BBB+           5.83%
                H         BBB            4.82%
                J         BBB-           3.30%
                K         BB+            2.92%
                L         BB             2.54%
                M         BB-            2.03%
                X-P       AAA             N/A
                X-C       AAA             N/A
     

                      N/A -- Not applicable.


GLOBALIGN INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Globalign, Inc.
        aka
        Magic Staff Corp.
        203 Redwood Shores Parkway, Suite 460
        Redwood City, CA 94065

Bankruptcy Case No.: 08-31329

Type of Business: The Debtor provides technology-enable resource
                  recruiting, workforce transformation, and talent
                  alignment solution.  The company specializes in
                  the global sourcing and distributed delivery of
                  certified IT services professionals.  
                  See http://www.globalign.com/

Chapter 11 Petition Date: July 22, 2008

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Marianne Dickson, Esq.
                  Email: mdickson@ml-sf.com
                  Scott H. McNutt, Esq.
                  Email: SMcNutt@ml-sf.com
                  McNutt Law Group
                  188 The Embarcadero, Suite 800
                  San Francisco, CA 94105
                  Tel: (415) 995-8475
                  http://ml-sf.com/

Estimated Assets: $500,000 to $1 million

Estimated Debts: $1 million to $10 million

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

             http://bankrupt.com/misc/canb08-31329.pdf


GMAC LLC:  Jim Jones Resigns, Names Thomas Marano as ResCap CEO
---------------------------------------------------------------
GMAC Financial Services disclosed that Thomas Marano, non-
executive chairman of Residential Capital LLC is named ResCap
chairman and chief executive officer, effective immediately.  He
succeeds ResCap's CEO Jim Jones, who has elected to leave the
company.  

Mr. Marano will remain a Cerberus Capital Management L.P. employee
and be dedicated to ResCap to fulfill this role.  He will report
to GMAC CEO Alvaro de Molina.

"[Mr. Marano] brings extensive experience in the mortgage and
capital markets to ResCap at this critically important time for
the company," Mr. de Molina said.  "Under [Mr. Marano's]
leadership, ResCap will continue to execute our ongoing plan to
streamline the business and focus on core mortgage lending and
servicing businesses in the U.S. and select international
markets."

Mr. Marano was appointed to the ResCap board as non-executive
chairman in April 2008, at which time he also joined Cerberus as a
managing director.  Prior to this, Mr. Marano spent more than
25 years at Bear Stearns & Co., Inc., recently heading the
worldwide operations of mortgage trading and originations and
serving on the company's board of directors.

Additional management changes were disclosed and effective
immediately to further strengthen the ResCap leadership team.

   -- Joshua Weintraub, Cerberus employee and executive committee
      member of the ResCap board, will assume the role of ResCap
      vice chairman.

   -- Tony Renzi, chief operating officer of ResCap's U.S.
      Residential Funding Group, is named to the newly created
      position of ResCap chief operating officer.

   -- Jerry Lombardo, a Cerberus Operations employee, will join
      the company and lead the management of the Treasury function
      as treasury executive, succeeding Treasurer Bill Casey who
      has left the company.

   -- Thomas W. Neary has joined ResCap from Wells Fargo & Company
      as executive vice president and senior managing director of
      Capital Markets.

"These management moves will further bolster the leadership team
at ResCap and provide a diverse set of talents and skill sets as
we work to stabilize the company and weather the near-term market
challenges," Mr. de Molina said.  "As we make this transition, we
thank [Mr. Jones] for his leadership at ResCap in executing a
major restructuring of the business and managing efforts to reduce
risk and preserve liquidity."

In June, ResCap disclosed a comprehensive series of transactions,
which included extending unsecured debt maturities, renewing
critical funding lines and gaining additional liquidity support
from GMAC and its shareholders.

                          About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                          About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors          
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.

                          *     *     *

As reported by the Troubled Company Reporter on June 4, 2008,
Fitch Ratings has downgraded the long-term Issuer Default Rating
of GMAC LLC and related subsidiaries to 'BB-' from 'BB'.  Fitch
has also downgraded GMAC's unsecured long-term ratings to 'B+'
from 'BB-', reflecting the potential for reduced recovery in a
default scenario should the company encumber assets.   
Additionally, Fitch has affirmed the 'B' short-term ratings.  The
Rating Outlook remains Negative.

As reported in the Troubled Company Reporter on April 25, 2008,
Moody's Investors Service downgraded GMAC LLC's senior rating to
B2 from B1; the rating remains on review for further possible
downgrade.  This action follows Moody's rating downgrade of ResCap
LLC, GMAC's wholly owned residential mortgage unit, to Caa1 from
B2.


GTC BIOTHERAPEUTICS: Fails to Regain NASDAQ Minimum Price Bid
-------------------------------------------------------------
GTC Biotherapeutics, Inc. received on July 16, 2008, a notice of
non-compliance from the NASDAQ Staff indicating that the company
had not regained compliance with the minimum $1.00 bid price
requirement for continued listing on The NASDAQ Global Market, as
set forth in NASDAQ Marketplace Rule 4450(a)(5).  The company's
common stock is subject to delisting unless the company requests a
hearing before a NASDAQ Listing Qualifications Panel.  The company
intends to request a hearing, which will stay any delisting action
pending issuance of the Panel's decision subsequent to the
hearing.  There can be no assurance that the Panel will grant the
company's request for continued listing.

As previously reported, the company was initially notified on Jan.
17, 2008, that the bid price of its common stock had closed below
$1.00 for 30 consecutive business days.  In accordance with NASDAQ
Marketplace Rule 4450(e)(2), the company was granted 180 calendar
days, or until July 15, 2008, to regain compliance with the
Minimum Bid Price Rule.  As also previously reported, the company
was notified by the NASDAQ Staff that the company is not in
compliance with the minimum $50 million market value of listed
securities requirement set forth in NASDAQ Marketplace Rule
4450(b)(1).  In accordance with NASDAQ rules, the company was
granted 30 calendar days, or until July 31, 2008, to regain
compliance with that requirement.  If the company does not regain
compliance with the Market Value Requirement by July 31, 2008, the
company plans to address this issue at the Panel hearing as well.

                  About GTC Biotherapeutics, Inc.

Headquartered in Framingham, Massachusetts, GTC Biotherapeutics,
Inc. (NASDAQ: GTCB) -- http://www.gtc-bio.com-- develops,  
supplies, and commercializes therapeutic proteins produced through
transgenic animal technology.  The company is also developing a
portfolio of recombinant human plasma proteins with known
therapeutic properties.  The company also has a monoclonal
antibody portfolio focused on follow-on biologics, including a
CD20 monoclonal antibody.  The intellectual property of the
company includes a patent in the United States through 2021 for
the production of any therapeutic protein in the milk of any
transgenic mammal.  It's transgenic production platform is
particularly well suited to enabling cost effective development of
proteins that are difficult to express in traditional recombinant
production systems as well as proteins that are required in large
volumes.


HANCOCK FABRICS: Court Confirms Chapter 11 Plan of Reorganization
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
confirmed the Joint Consolidated Plan of Reorganization filed
by Hancock Fabrics, Inc., and its debtor affiliates on June 10,
2008.  The Court held that the plan complies with the statutory
requirements under Section 1129 of the Bankruptcy Code.

All objections to the confirmation of the Plan that have not been
withdrawn, waived or settled are overruled on their merits.

Among those who filed confirmation objections were the U.S.
Trustee for Region 3 and more than 40 Texan taxing authorities
and a Memphis, Tennessee, taxing authority.  Accordingly, the
Debtors worked to resolve the Taxing Authorities' confirmation
objections.  The Debtors and the Taxing Authorities agree on
these terms:

   -- Lien Retention.  The liens asserted by the Taxing
      Authorities for taxes on the Debtors' assets will continue
      in the order of their priority, with the same validity,
      force and effect.

   -- Taxing Authorities' Claims.  The Debtors will either allow,
      subject to Court approval or pursuant to a settlement, or
      object to the claims filed by the Taxing Authorities no
      later than 120 days after the Effective Date.

   -- Interest Rate.  The secured claims of the Taxing
      Authorities on account of unpaid tax will receive interest
      at the rate prescribed in Section 511 of the Bankruptcy
      Code and applicable law.

   -- Postpetition Taxes.  The Debtors will pay the postpetition
      taxes owed to the Taxing Authorities as billed in the
      ordinary course of business.  

A full-text copy of the 37-page Hancock Fabrics' Confirmation
Order is available at no charge at:
        
   http://bankrupt.com/misc/HancockPlanConfirmationOrder.pdf


As reported in the Troubled Company Reporter on June 12, 2008,
the Plan provides for the payment in full of all allowed claims
against the Debtors, regardless of category.  "Payment in full"
includes the payment of postpetition interest from the Petition
Date for holders of secured claims, priority claims, general
unsecured claims and certain, but not all, administrative claims
until the effective date of the Plan or another time as specified
by the Plan.

The Plan also provides that holders of stock interests in Hancock
Fabrics retain their interest after the Debtors exit from
bankruptcy pursuant to the Plan.  Therefore, the existing
stockholders will continue to own Hancock Fabrics after it
emerges from bankruptcy.

In addition, the Plan contemplates the consolidation of the
Debtors only for the purpose of distributions under the Plan on
account of Claims against the Debtors.  

              Classification and Treatment of Claims

Under the Plan, all Claims against Hancock, other than
Administrative Claims and Priority Tax Claims, are classified
into six classes.  Hancock believes this complies with the
requirements of the Bankruptcy Code.

      Class    Description
      -----    -----------
        1      Secured Claims
        2      Priority Non-Tax Claims
        3      General Unsecured Claims
        4      Intercompany Claims
        5      Stock Interests in Subsidiary Debtors
        6      Stock Interests in Hancock Fabrics, Inc.

All six Classes are unimpaired.  Since no claim or interest is
impaired, all of the Debtors' creditors and stockholders are
deemed to have accepted the Plan pursuant to Section 1126(f) of
the Bankruptcy Code.

Each holder of an Allowed Secured Claim in Class 1 will receive
either an Option A or Option B treatment, at the option of the
applicable Debtor or Reorganized Debtor either (a) on the
Effective Date or (b) if the Secured Claim is not allowed as of
the Effective Date, on the next applicable Quarterly Distribution
Date.  Any Allowed Deficiency Claim of a holder of an Allowed
Secured Claim will be entitled to treatment as an Allowed Class 3
Claim.

   Option A -- Secured Claims in Class 1 that are Allowed Secured
               Claims and with respect to which the applicable
               Debtor or Reorganized Debtor elects Option A will
               be paid the full unpaid amount of the claim plus
               postpetition interest in cash by the Reorganized
               Debtor, unless the holder of the Claim agrees to
               less favorable treatment.

   Option B -- Secured Claims in Class 1 that are Allowed Secured
               Claims and with respect to which the applicable
               Debtor or Reorganized Debtor elects Option B will
               be reinstated.

Each holder of an Allowed Priority Non-Tax Claim in Class 2 will
be paid the full unpaid amount of the Claim plus postpetition
interest in cash by the appropriate Reorganized Debtor, unless
the holder of the Claim agrees to less favorable treatment either
(a) on the Effective Date or (b) if the Priority Non-Tax Claim is
not allowed as of the Effective Date, on the next applicable
Quarterly Distribution Date.

Each holder of an Allowed General Unsecured Claim that is not a
Litigation Claim in Class 3 will be paid the full unpaid amount
of the Claim plus postpetition interest in cash by the
appropriate Reorganized Debtor, unless the holder of the Claim
agrees to less favorable treatment, either (a) on the Effective
Date or (b) if the General Unsecured Claim is not allowed as of
the Effective Date, on the next applicable Quarterly Distribution
Date.  On the Effective Date, any General Unsecured Claim that is
a Litigation Claim and is a timely Claim will be Reinstated in
accordance with the Plan, provided that any Litigation Claim that
has been liquidated by agreement of the applicable Debtor or
Reorganized Debtor and the holder of the Litigation Claim will be
paid as provided in the agreement.

Class 4 Intercompany Claims that are not Administrative Claims
will be Reinstated on the Effective Date.

Class 5 Stock Interests in Subsidiary Debtors will be Reinstated
on the Effective Date, and the holders of Stock Interests in
Subsidiary Debtors will retain the Interests.

Class 6 Stock Interests in Hancock Fabrics, Inc. will be
Reinstated on the Effective Date, and the holders of Stock
Interests in Hancock Fabrics will retain the Interests.  Certain
holders of Class 6 Interests will also have the right to
participate in the Rights Offering.

Holders of Allowed Claims against one Debtor will receive the
same treatment as holders of similarly classified Allowed Claims
against any other Debtor.  Additionally, holders of Allowed
Claims against multiple Debtors on account of guarantees and
co-obligations of multiple Debtors will be entitled to only one
Distribution from the Debtors' Estates.  Because the Plan
contemplates payment in full to all holders of Allowed Claims,
this "deemed consolidation" is for administrative convenience
only and no substantive rights of any holder of a Claim will be
prejudiced.

                      Administrative Claims

Each holder of an Allowed Administrative Claim will be paid
the full unpaid amount of the Claim in cash by the appropriate
Reorganized Debtor either (i) on the Effective Date or (ii) if
the Administrative Claim is not allowed as of the Effective Date,
on the next applicable Quarterly Distribution Date.  Requests for
payment of Administrative Claims, except for Fee Claims, for the
period of June 5, 2007, through the Effective Date, must be filed
before the Effective Date.  Holders of Administrative Claims that
are required to file a request for payment of the Administrative
Claims and do not file the Request by the applicable Bar Date
will be forever barred from asserting the Administrative Claims
against the Debtors and the Reorganized Debtors.

                       Priority Tax Claims

Each holder of an Allowed Priority Tax Claim will be paid the
full unpaid amount of the Claim plus postpetition interest (i) in
cash by the appropriate Reorganized Debtor either (a) on the
Effective Date or (b) if the Priority Tax Claim is not allowed as
of the Effective Date, on the next applicable Quarterly
Distribution Date; or (ii) if agreed by the applicable Debtor or
Reorganized Debtor and the holder of the Priority Tax Claim,
payment over a period ending not later than five years after the
Petition Date with a total cash value equal to the allowed amount
of the Priority Tax Claim plus Postpetition Interest as of the
Effective Date.

Any Claim on account of any penalty arising with respect to an
Allowed Priority Tax Claim that does not compensate the holder
for actual pecuniary loss will be treated as a Class 3 Claim, and
the holder, other than as the holder of a Class 3 Claim, may not
assess or attempt to collect the penalty from the Reorganized
Debtors or their respective property.

                       Corporate Existence

Each Debtor will, as a Reorganized Debtor, continue to exist
after the Effective Date as a separate corporate or other
business Entity, with all the powers of a corporation or company
under applicable law and without prejudice to any right to alter
or terminate the existence under applicable state law.

                      Directors and Officer

The initial members of the board of directors of each of the
Reorganized Debtors will consist of:

   (a) Jane Aggers, and
   (b) four directors selected by the Equity Committee in its
       sole discretion.

The initial officers of each of the Reorganized Debtors will
consist of the officers of each of the Debtors immediately prior
to the Effective Date.

Each director and officer will serve from and after the Effective
Date until his or her successor is duly elected or appointed and
qualified or until the earlier of his or her death, resignation
or removal in accordance with the terms of the Certificate of
Incorporation and By-Laws of the Reorganized Debtor and state
law.

On the Effective Date, a certain number of shares of Common Stock
will be authorized for issuance to members of the boards of
directors and officers of the Reorganized Debtors as part of the
directors' and officers' compensation, in a manner and in
amounts as are determined by the boards of directors of the
Reorganized Debtors.  

Also on the Effective Date, 3,150,000 shares of authorized but
unissued Common Stock will be authorized to be issued under the
Hancock Fabrics, Inc. 2001 Stock Incentive Plan, in a manner and
in amounts as are determined by the boards of directors of the
Reorganized Debtors.

                       The Rights Offering

In connection with the Plan, holders of Class 6 Interests, who
owned at least 970 shares of common stock of Hancock Fabrics,
Inc. on the record date, will be offered the right to participate
pro rata in a Rights Offering for the sale of $20,000,000 in face
amount of Secured Notes.  The Rights Offering will be fully
backstopped by Sopris Capital Partners, LP, Berg & Berg
Enterprises, LLC and Trellus Partners, LP -- the Backstop Parties
-- in accordance with the terms of a backstop agreement.  

Holders of Class 6 Interests who elect to participate in the
Rights Offering will also receive Warrants to purchase 400 shares
of Common Stock for each $1,000 worth of Secured Notes purchased.
In return for their agreement to Backstop the proceeds of the
Rights Offering, the Backstop Parties will receive the Backstop
Fee, in the form of additional Warrants to purchase 1,500,000
shares of Common Stock.  Holders of Class 6 Interests will
indicate their election to participate in the Rights Offering.

                          Distributions

Reorganized Hancock Fabrics or Third Party Disbursing Agents as
Reorganized Hancock may employ in its sole discretion will make
all Distributions of Cash and other instruments or documents
required under the Plan.  Each Disbursing Agent will serve
without bond, and any Disbursing Agent may employ or contract
with other Entities to assist in or make the Distributions
required by the Plan.

Each Third Party Disbursing Agent providing services related to
Distributions pursuant to the Plan will receive from Reorganized
Hancock Fabrics, without further Court approval, reasonable
compensation for its services and reimbursement of reasonable
out-of-pocket expenses incurred.  These payments will be made on
terms agreed to with Reorganized Hancock and will not be deducted
from Distributions to be made pursuant to the Plan to holders of
Allowed Claims receiving Distributions from a Third Party
Disbursing Agent.

                   Treatment of Disputed Claims

No payments or Distributions will be made on account of a
disputed Claim until that Claim becomes an Allowed Claim.  Where
only a portion of a Claim is disputed by the Debtor, (i) then the
undisputed portion of the Claim will be treated as an Allowed
Claim under the Plan, and (ii) the disputed portion of the Claim
will be treated as a Disputed Claim.

                      Disputed Claim Reserve

If, 180 days after the Effective Date, the Disputed Claims Amount
is $200,000 or greater, then the Reorganized Debtors will
establish a Disputed Claims Reserve in an amount equal to 100% of
the Disputed Claims Amount, provided that the Disputed Claims
Reserve Amount will not exceed $750,000.

The Disputed Claims Reserve will be terminated on the earlier of:

   (a) the distribution or disbursement of all Disputed Claims
       Reserve Funds, and

   (b) the Disallowance or Allowance of each DCR Disputed Claim
       covered by the Disputed Claims Reserve.

If Disputed Claims Reserve Funds remain in the Disputed Claim
Reserve at the time of the occurrence of the DCR Disputed Claim
Disallowance or Allowance, upon request of the Reorganized
Debtors, the Clerk of the Bankruptcy Court will be authorized and
directed to transfer to the Reorganized Debtors without further
motion or Order of the Court the remaining Disputed Claims
Reserve Funds and any interest as soon as reasonably
practicable after the filing by the Reorganized Debtors of a
notice of termination of the Disputed Claims Reserve with the
Bankruptcy Court.  The remaining Disputed Claims Reserve Funds
will revest in the Reorganized Debtors.

                  Dissolution of the Committees

On the Effective Date, the Committees will be dissolved and their
members will be deemed released of any continuing duties,
responsibilities and obligations in connection with the Debtors'
bankruptcy cases or the Plan and its implementation, and the
retention and employment of the Committees' attorneys,
accountants and other agents will terminate, except with respect
to:

     (i) any matters concerning the Distributions to be made  
         under the Plan through the date upon which the first
         Distributions are made after the Effective Date;

    (ii) all Fee Claims through a final hearing on Fee Claims for
         Professionals; or

   (iii) any appeals of the Confirmation Order through the date
         the appeals are finally decided, settled, withdrawn or
         otherwise resolved.

Counsel to the Committees will be entitled to reasonable
compensation and reimbursement of actual, necessary expenses for
post-Effective Date activities authorized upon the submission of
invoices to be paid by the Reorganized Debtors.  Copies of the
invoices will be sent to the Reorganized Debtors and the other
Committee.  The Reorganized Debtors are authorized to pay the
invoices without further Court order.

           Ad Hoc Equity Committee's Fees and Expenses

The reasonable fees and expenses of the Professionals for the Ad
Hoc Equity Committee will be considered to be Fee Claims that may
be paid after compliance with certain procedures.  The Fee Claim
may not be objected to by any party on the grounds that the Ad
Hoc Equity Committee or its Professionals did not make a
substantial contribution to the Reorganization Cases.

                    Restructuring Transactions

On or after the Plan is confirmed by the Court, the applicable
Debtors or Reorganized Debtors, after consultation with the
Committees prior to the Effective Date, may enter into
Restructuring Transactions and may take actions as they may
determine to be necessary or appropriate to effect a corporate
restructuring of their businesses or simplify their overall
corporate structure, to the extent not inconsistent with any
other terms of the Plan.  

The Restructuring Transactions may include one or more mergers,
consolidations, restructurings, dispositions, liquidations or
dissolutions, as may be determined by the Debtors or the
Reorganized Debtors to be necessary or appropriate without
further Court order.  

                       Plan Supplements

The Debtors will file Plan exhibits with the Court no later than
10 days before the deadline to object to the Plan.

A full-text copy of the Debtors' Plan is available for free at:

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

                     About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.

(Hancock Fabric Bankruptcy News, Issue No. 39, Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000).


HANFORD MONTECITO: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hanford Montecito Ranch LLC
        6360 la Punta Drive
        Los Angeles, Ca 90068

Bankruptcy Case No.: 08-21017

Chapter 11 Petition Date: July 22, 2008

Court: Central District Of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: William G Barrett, Esq.
                  Chang & Cote, LLP
                  19138 Walnut Drive, Suite 100
                  Rowland Heights, CA 91748
                  Tel: (626) 854-2112
                  http://www.changcote.com/

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

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

             http://bankrupt.com/misc/cacb08-21017.pdf


HEALTHSOUTH CORP: To Discuss Second Quarter Results on August 6
---------------------------------------------------------------
HealthSouth Corporation will host an investor conference call at
8:30 a.m. Eastern Time on Wednesday, Aug. 6, 2008, to discuss its
results for the second quarter of 2008.

The conference call may be accessed by dialing 866-406-5369 and
giving the pass code 56207351.  International callers should dial
973-582-2847 and give the same pass code.  Please call
approximately 10 minutes before the start of the call to ensure
you are connected.  The conference call will also be webcast live
and will be available at http://www.healthsouth.com

A replay of the conference call will be available, beginning
approximately two hours after the completion of the conference
call, from Aug. 6 until Aug. 27, 2008.  To access the replay,
please dial 800-642-1687.  International callers should dial 706-
645-9291.  The webcast will also be archived for replay purposes
for two weeks after the live broadcast on
http://www.healthsouth.com

                        About HealthSouth

Headquartered in Birmingham, Alabama, HealthSouth Corp. (NYSE:
HLS) -- http://www.healthsouth.com/-- provides inpatient     
rehabilitation services.  Operating in 26 states across the
country and in Puerto Rico, HealthSouth serves more than 250,000
patients annually through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

                          *     *     *

As reported in the Troubled company Reporter on May 9, 2008, that
HealthSouth Corporation's consolidated balance sheet at March 31,
2008, showed $2.0 billion in total assets, $3.1 billion in total
liabilities, $85.7 million in minority interest in equity of
consolidated affiliates, and $387.4 million in convertible
perpetual preferred stock, resulting in a $1.5 billion
stockholders' deficit.


HECKLE'S EAGLE: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Heckel's Eagle River Marina, Inc.
        47 West Division Street
        Eagle River, WI 54521

Bankruptcy Case No.: 08-13774

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      RDH Rental Properties, LLC               08-13775
      Heckel's Outlet Stores, Inc.             08-13777
      Heckel's Madison Marina, Inc.            08-13778
      Heckel's DuBay Marina, Inc.              08-13779

Type of Business: The Debtor rents out marine crafts and vehicles,
                  and accessories for touring, fishing, and other
                  water activities.  See http://www.heckels.com/

Chapter 11 Petition Date: July 23, 2008

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtors' Counsel: Mark S. Schmitt, Esq.
                  Maynard Schmitt & Associates, LLP
                  W62 N248 Washington Avenue, Suite 205
                  Cedarburg, WI 53012
                  Tel: (262) 387-4980

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

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

A. Heckel's Eagle River Marina, Inc., Heckel's DuBay Marina, Inc.,
   and Heckel's Outlet Stores, Inc.'s consolidate list of their 20
   largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Gayla Heckel                       Stock Repurchase      $262,740
670 Spring View Drive
Eagle River, WI 54521

GE Commercial Distribution         Financing             $214,205
Finance Corp.
P.O. Box 74666
Chicago, IL 60675-4666

GE Commercial Distribution         Financing              $68,096
Finance Corp. (2)
75 Remittance Drive, Suite 6995
Chicago, IL 60675-6995

Bassler & Company                  Services               $63,696

Brunswick Acceptance Co.           Financing              $58,942

Wisconsin Dept. of Revenue         Taxes                  $43,330

SM Advisors LLC                    Services               $34,851

Uphill & Uphill S.C.               Accounting             $34,598

Land 'N Sea Distributing           Boats                  $31,575

Citizen's Automobile Finance Inc.  Auto Finance           $24,387

The Lamar Companies                Merchandise            $21,169

Vilas County Treasurer             Taxes                  $15,951

Northwoods Community               Financing              $13,952
Credit Union

Cardmember Services                Credit Card            $12,731

Citibusiness Card                  Credit Card            $11,930

Anthem Blue Cross Blue Shield      Insurance              $10,912

Clrilli Law Offices, S.C.          Legal Services         $10,614

American National                  Insurance               $5,178
Insurance Company

Liquid Force                       Merchandise             $5,115

Arctic Cat Sales Inc.                                     Unknown

B. Heckel's Madison Marina, Inc.'s list of its 19 largest
   unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
GE Commercial Distribution         Financing             $131,592
Finance Corp.
P.O. Box 74666
Chicago, IL 60675-4666

Brunswick Acceptance Co.           Financing              $13,787
75 Remittance Drive, Suite 1902
Chicago, IL 60675-1902

Land 'N Sea Distributing           Boats                   $9,754
P.O. Box 951905
Dallas, TX 75395-1905

Dave Desrochers                    Merchandise             $9,731

Northern Battery                   Batteries               $6,327

Credit Card Processing             Credit Card             $4,185

American Honda Motor Co., Inc.     Auto Financing          $2,923

American National Insurance Co.    Insurance               $2,876

Sun Prairie Water and              Utilities               $2,418
Light Commission

Bell Industries                    Merchandise             $1,708

Arctic Cat Sales Inc.              Merchandise             $1,362

Uphill & Uphill, S.C.              Accounting              $1,160

G&K Services                       Services                  $949

Bennington Marine LLC              Merchandise               $750

WE Energies                        Utilities                 $706

Mercury Marine                     Parts                     $642

Safeguard Products International   Merchandise               $620

Interstate Diversified             Insurance                 $590
Profits Inc.

Anthony Antonelli                  Wages                     $500

C. RDH Rental Properties, LLC's list of its largest
   unsecured creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Associated Bank                    Loan                  $300,000
401 Kilbourn Avenue
Milwaukee, WI 53202


HOLDINGS GAMING: S&P Rates Proposed $445MM Credit Facilities 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Holdings Gaming Borrower L.P.  The rating outlook
is negative.
     
At the same time, Standard & Poor's assigned its issue-level and
recovery ratings to Holdings Gaming Borrower L.P.'s proposed
$445 million senior secured first-lien credit facilities,
consisting of a $10 million revolving credit facility, a
$305 million "first-out" term loan, and a $130 million "first-
loss" term loan.  The revolving credit facility and the first-out
term loan are rated 'BB-' with a recovery rating of '1',
indicating that lenders can expect very high (90% to 100%)
recovery in the event of a payment default.  The first-loss term
loan is rated 'CCC+' with a recovery rating of '6', indicating
that lenders can expect negligible (0% to 10%) recovery in the
event of a payment default.  (These ratings are based on
preliminary terms and conditions.)
     
Proceeds from the proposed first-lien credit facilities, combined
with a $150 million second-lien term loan (unrated) and
$170 million of preferred equity will be used to refinance an
existing bridge loan, pay transaction costs, establish reserve
accounts, and fund the construction of the company's casino in
Pittsburgh, Pennsylvania.  Total project costs, including the
purchase of land, construction, licensing fees, and financing
costs, are approximately $760 million.

The 'B' corporate credit rating reflects:

  -- The company's narrow business position as an operator of a
     single casino;

  -- The significant fixed-charge burden for the property;

  -- Construction and start-up risks associated with the planned
     facility;

  -- Currently weak economic conditions, which are expected to
     impact consumer discretionary spending at least into the
     first half of 2009.

These factors are somewhat tempered by:

  -- A sizable population base from which to draw from in the
     greater Pittsburgh metropolitan area;

  -- Relatively limited existing and anticipated gaming
     competition;

  -- Solid slot machine revenue metrics generated by the company's
     closest competitor, The Meadows, located about 25 miles south
     of the proposed site, which suggests good demand
     characteristics in the region;

  -- Six months of construction on the project is already
     completed, with approximately $44 million of hard costs
     already spent;

  -- A liquidity reserve account which allows for a slower-than-a
     nticipated ramp-up period; and

  -- An improved financing structure from that which was
     originally proposed, due to the contribution of $170 million
     in cash by the owners.


HUNTINGTON POINTE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Huntington Pointe Surgery Center LLC
        P.O. Box 10490
        Westminster, CA 92685

Bankruptcy Case No.: 08-14237

Related Information: John Bohm, president, filed the petition on
                     the Debtor's behalf.

Chapter 11 Petition Date: July 22, 2008

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Andrew S. Bisom, Esq.
                  (abisom@bisomlaw.com)
                  Law Offices of Andrew S. Bisom
                  695 Town Center Drive Suite 700
                  Costa Mesa, CA 92626
                  Tel: (714) 384-6440

Estimated Assets: $1 million to $10 million

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

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/CAcb08-14237.pdf


IL PALAZZO I: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Il Palazzo I at Arrowhead Ranch, L.L.C.
        6685 W. Beardsley Rd., Ste. 255
        Glendale, AZ 85308

Bankruptcy Case No.: 08-09187

Chapter 11 Petition Date: July 23, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Steven N. Berger, Esq.
                     Email: snb@engelmanberger.com
                  Engelman Berger, P.C.
                  One Columbus Plaza, Ste. 700
                  3636 N. Central Ave.
                  Phoenix, AZ 85012-1985
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999
                  http://www.engelmanberger.com/

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

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

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


INVITROGEN CORP: S&P Rates Proposed $2.65BB Credit Facility 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' corporate
credit rating to Invitrogen Corp.  The rating outlook is stable.
     
At the same time, S&P assigned a 'BBB-' rating to Invitrogen's
proposed $2.65 billion senior secured credit facility, consisting
of a $250 million revolving credit facility due 2013, a
$1.5 billion term loan A facility due 2013, and a $900 million
term loan B facility also due 2015.
     
In addition, S&P assigned a 'BB+' rating to Invitrogen's
$1.15 billion of convertible senior notes, which consists of a
$350 million 2% issue due 2023, a $450 million 1.5% issue due
2024, and a $350 million 3.25% issue due 2025.
     
The senior secured credit facility will be guaranteed by all
existing Invitrogen and Applied Biosystems Inc. subsidiaries,
whereas the convertible notes will not.  Invitrogen is using the
proceeds from the facility to partially fund its $6.7 billion
acquisition of life sciences research instrument maker ABI.
     
"The low investment-grade rating on Carlsbad, California-based
Invitrogen reflects the company's satisfactory position in the
life sciences research tools business, highlighted by its well-
established position, the steady customer demand for its products,
as well as the company's expected significant free cash flow
generation," said Standard & Poor's credit analyst Arthur Wong.
     
High initial pro forma leverage of 3.6x and management's challenge
to effectively integrate such a large acquisition offset these
strengths somewhat.
     
Invitrogen is a leading developer and manufacturer of research
tools for life sciences research, drug development, diagnostics,
and biologicals manufacturing.  Products include reagents,
antibodies, labeling and detection technologies, and cell and
tissue cultures.


INTERPUBLIC GROUP: Moody's Rates $335MM Debt Facility Due 2011 Ba3
------------------------------------------------------------------
Moody's assigned a Ba3 rating to The Interpublic Group of
Companies, Inc.'s (IPG) new $335 million senior unsecured
revolving credit facility expiring on July 18, 2011.  The facility
allows IPG to increase the aggregate commitment to a maximum
amount of $485 million if lenders agree to the additional
commitments.

In Moody's opinion the bank credit facility enhances IPG's already
solid liquidity position, which as of March 31, 2008 was supported
by (1) a large cash balance of $1.5 billion (2) free cash flow of
$212 million generated over the LTM period ended 03/31/2008 (3)
$750 million mostly unused Enhanced Liquidity Facility (ELF)
maturing in June 2009 (4) modest near-term debt maturities and a
largely unencumbered balance sheet.  The new facility effectively
replaces the ELF when it matures in 2009.  IPG has an SGL-1
speculative grade liquidity rating.  The rating outlook is
positive.

The new facility is not guaranteed by IPG's subsidiaries and ranks
pari passu with other senior unsecured indebtedness of the
company.  The credit agreement possesses more stringent covenants
as compared to the ELF, which had no covenants.  It has a minimum
interest coverage covenant of 4.5x and a maximum leverage covenant
of 3.5x at Sept. 30, 2008, stepping down to 3.25x at March 31,
2009.  Additionally, IPG is required to maintain minimum
consolidated LTM EBITDA of $600 million commencing with the first
fiscal quarter ended Sept. 30, 2008.  The company has the ability
to add back $75 million of non-cash charges to EBITDA in any
period of four fiscal quarters.  Further, cash acquisitions,
capital expenditures and restricted payments (dividends, share
repurchases and distribution of assets or securities to
stockholders) together cannot exceed $600 million in any fiscal
year.  IPG can carry forward $200 million of the unused amount to
the succeeding year if leverage is below 2.75x. Moody's notes that
covenants under the facility (particularly interest coverage) may
be tight over the next twelve months but should ease as the
company expands its operating margins.  The tightness of the
covenant will likely result in the company maintaining its
significant cash balance as interest income is netted against
interest expense under the calculation.  Based on the company's
positive momentum in the last twelve months and prospects for
improving margins over the coming year, we expect IPG to grow
EBITDA and be covenant compliant over the next 12 months.  Besides
the substandard margins, economic pressure is the only anticipated
near term challenge facing the company.

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


ISCO INTERNATIONAL: Appoints J. Christie as Vice President - Sales
------------------------------------------------------------------
ISCO International Inc. disclosed last week the appointment of
Jack Christie as ISCO vice president of sales.

"[Mr. Christie] will be a tremendous asset to the company," said
Gordon Reichard, Jr., ISCO president and chief executive officer.
"We are pleased to have Jack as part of the ISCO management team.
His broad range of experience in the telecommunications – and
specifically the wireless – marketplace make him well-equipped for
this pivotal role at ISCO," Mr. Reichard, Jr. added.

Previous to ISCO, Christie served as director of business partners
channels and was regional and national account sales director at
Sprint.  The company said that in that role, Mr. Christie led a
team that supported more than a hundred strategic business
partnerships for Sprint, including relationships with Sony, Dell,
CDW and Motorola.  Prior to that, Christie held leadership posts
at SBC/Pacific Bell Mobile/Cellular One, and Ameritech Mobile.

On July 3, 2008, ISCO International Inc. entered into an offer
letter and compensatory arrangement with Mr. John G. Christie
whereby Mr. Christie will became Vice President of Sales of the
Company effective as of July 14, 2008.

The company's offer letter and compensatory arrangement with Mr.
Christie has no set term, and his employment is at will.  Mr.
Christie will receive an annual base salary of $150,000.  In
addition, Mr. Christie is eligible to receive a performance-based
annual bonus of $75,000 if certain quarterly revenue recognition
milestones are reached, with an additional performance-based bonus
of $10,000 if certain product-mix objectives are reached in the
third and fourth fiscal quarters of 2008.  

It has been recommended to the Board of Directors that Mr.
Christie receive 250,000 restricted shares of the company's common
stock, to fully vest in two years, with six month partial vesting
increments.  After four months of employment, Mr. Christie will be
entitled to three months of severance if he is terminated for any
reason other than good cause, contingent upon his execution of a
release and non-disparagement agreement.  Mr. Christie will be
entitled to receive his base salary during such severance period,
and any bonus earned as well as vested equity awards as of his
termination date.
        
                     About ISCO International

Headquartered in Elk Grove Village, Ill., ISCO International Inc.
(AMEX: ISO) -- http://www.iscointl.com/-- is a supplier of radio  
frequency management and interference-control solutions for the
wireless telecommunications industry.

At March 31, 2008, the company's consolidated balance sheet showed
$29.4 million in total assets, $20.7 million in total liabilities,
and $8.6 million in total shareholders' equity.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Grant Thornton LLP, in Chicago, expressed substantial doubt about
ISCO International Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.

The auditing firm reported that the company incurred a net loss of
approximately $6.4 million during the year ended Dec. 31, 2007,
and, as of that date, the company's accumulated deficit was
approximately $171.0 million.  The auditing firm also said that
the company has consistently used, rather than provided, cash in
its operations.


JHT HOLDINGS: U.S. Trustee Forms Four-Member Creditors Committee
----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
four creditors to serve on an Official Committee of Unsecured
Creditors of JHT Holdings Inc. and its debtor-affiliates.

The creditors committee members are:

   1. Central States, Southeast and Southwest
      Areas Pension and Health and Welfare Fund.
      Attn; Brad R. Berliner
      9377 W. Higgins Road, 10th Floor
      Rosemont, IL 60018.
      Tel: (847) 518-9800, ext. 3443
      Fax: (847) 518-9797

   2. International Association of Machinists
      and Aerospace Workers
      Attn: Christopher Corson
      9000 Machinists Place
      Upper Marlboro, MD 20772
      Tel: (301) 967-4510

   3. Teamsters National Automobile
      Transporters Industry Neg. Comm.
      Attn: Fred Zuckerman
      25 Louisiana Avenue, N. W.
      Washington, D.C. 20001
      Tel: (202) 624-8786
      Fax: (202) 624-7457

   4. J & J Drive-Away, Inc.
      Attn: John O' Dwyer
      16244 Foster Street
      Stillwell, KS 66085
      Tel: (913) 851-2638, ext. 224
      Fax: (913) 851-4013

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

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


JONATHAN SHIFF: Taps Smaha Law Group as Bankruptcy Counsel
----------------------------------------------------------
Jonathan Mitchell Shiff asks permission from the U.S. Bankruptcy
Court for the Southern District of California to employ Smaha Law
Group APC as his general bankruptcy counsel.

The Smaha Law Group is currently making every effort to analyze
Mr. Shiff's financial condition and eliminate expenses where
necessary.  the firm will assist the Debtor in formulating a plan
of reorganization and disclosure statement.

John L. Smaha, Esq., a principal at the firm, says that the firm's
professionals will bill at these hourly rates:

      John L. Smaha          $345
      Other Attorneys     $150 - $210

Mr. Smaha assures the Court that the firm does not represent any
interest materially adverse to Mr. Shiff or his estates.

Jonathan Mitchell Shiff filed for Chapter 11 protection on June
12, 2008 (Bankr. S.D. Calif. Case No. 08-05226).  John L. Smaha,
Esq., at Smaha Law Group APC, represents the Debtor in his
restructuring efforts.  When Mr. Shiff filed for protection from
his creditors, he listed estimated assets of $50 million to
$100 million, and estimated debts of $10 million to $50 million.


JPMORGAN CHASE: S&P Puts Default Rating on Class K Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
K commercial mortgage pass-through certificate from JPMorgan Chase
Commercial Mortgage Securities Corp.'s series 2001-CIBC1 to 'D'
from 'CCC'.
     
The downgrade of the class K certificate reflects the accumulated
interest shortfall of $254,240 reported as of the July 15, 2008,
trustee remittance report.
     
The July remittance report reflected a realized loss of
$2.1 million to the trust due to the liquidation of one asset that
was with the special servicer, CW Capital Asset Management LLC.  
The asset, Hunter's Ridge Apartments, had a total exposure of
$3.3 million and was secured by a 141-unit multifamily asset in
Memphis, Tennessee.
     
The loss was borne by the class L certificate, which S&P
downgraded to 'D' on May 3, 2007. Class L has a remaining balance
of $155,883, leaving the class K certificate with minimal credit
enhancement.  S&P expects that class K will continue to be
susceptible to future liquidity interruptions.


                          Rating Lowered

        JPMorgan Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2001-CIBC1

                      Rating
                      ------
            Class   To       From   Credit enhancement
            -----   --       ----   ------------------
            K       D        CCC           0.20%


JP MORGAN CHASE: Fitch Cuts Ratings on Certs.; Removes Neg. Watch
-----------------------------------------------------------------
Fitch Ratings removed from Rating Watch Negative and downgrades 7
classes of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
pass-through certificates, Series 2007-FL1, as:

  -- $11.9 million class RS-1 to 'BB+ from 'AA-';
  -- $12.8 million class RS-2 to 'BB' from 'A+';
  -- $15.6 million class RS-3 to 'BB-' from 'A';
  -- $11.1 million class RS-4 to 'B+' from 'A-';
  -- $15.4 million class RS-5 to 'B' from 'BBB+';
  -- $13.2 million class RS-6 to 'B-' from 'BBB';
  -- $7.6 million class RS-7 to 'B-' from 'BBB-';

In addition, Fitch affirmed these classes:

  -- $873.6 million class A-1 at 'AAA';
  -- $243.1 million class A-2 at 'AAA'
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $53.7 million class B at 'AA+';
  -- $38.4 million class C at 'AA';
  -- $36.4 million class D at 'AA-'
  -- $44.1 million class E at 'A+',
  -- $30.7 million class F at 'A';
  -- $30.7 million class G at 'A-;
  -- $42.2 million class H at 'BBB+';
  -- $38.4 million class J at 'BBB';
  -- $34.5 million class K at 'BBB-';
  -- $38.4 million class L at 'BBB-';

The downgrade of the Resorts International rake classes is as a
result of Fitch's review of updated financial information, in
addition to an analysis of the overall Atlantic City gaming market
fundamentals and performance.

As of year-end 2007, the Resorts International portfolio's net
cash flow declined approximately 32% from Fitch's stressed net
cash flow at issuance.  The decrease in cash flow is attributed to
multiple factors: increased competition, a smoking ban introduced
throughout the entire Atlantic City gaming market, and the overall
negative performance of the gaming industry due to general macro-
economic conditions throughout the U.S.  For the first three
months ended March 31, 2008, the Atlantic City gaming market
recorded a 17.7% decrease in gross operating profit from the same
period in 2007.  Fitch does not expect the cash flow to reach the
same levels as at issuance.

Resorts International, the fourth largest loan, consists of a
$120.2 million senior trust component and $87.7 million in
subordinate rake classes.  The loan is secured by one casino/hotel
property located in Atlantic City, NJ and two casino/hotel
properties located in Tunica, Mississippi.  The total debt on the
portfolio, including the trust portion, totals $506.3 million.  In
September 2007, the Resorts East Chicago property was released
from the portfolio, paying down the senior trust component by
approximately 47%.  The loan matures on November 9, 2008 and has
three one-year extension options.

The affirmations are due to expected performance and continued
stabilization of the remaining loans since issuance.  As of the
July 2008 remittance report, the transaction has paid down by
approximately 12.3%.  All of the original 22 loans remain in the
trust.  In addition to the Resorts International loan, the PHOV
Portfolio (11.3%) has exercised a partial release, and as a result
has paid down by 17.6%.  There are no specially serviced loans,
and all loans are current.  All of the senior pooled notes that
remain in the transaction maintain investment grade shadow
ratings.

The transaction consists of loans collateralized by hotel
properties (72.1%), retail (19.6%), office (5.6%) multifamily
(1.6%) and industrial/warehouse (1.1%).

The largest loan is secured by the Walden Galleria (15.4% of the
senior trust components), a mall located in Buffalo, New York.  
The property completed the addition of the 300,000 sf ThEATery in
the fall of 2007, adding national retailers such as Barnes &
Noble, Urban Outfitters and the Cheesecake Factory.  As of YE
2007, the mall was approximately 97% occupied.  The sponsor is
Pyramid.  The loan matures on May 9, 2009 and has three one-year
extension options.

The second largest loan is secured by the Marriott Waikiki
(12.9%), a full service hotel located along Kalakaua Avenue,
across from Waikiki Beach in Honolulu, Hawaii.  The property began
a $28 million renovation in January 2008 that is expected to be
completed in the fall of 2008.  The sponsor, Whitehall, has
provided a renovation guaranty.  As of April 2008, the trailing
twelve month occupancy, average daily rate and revenue per
available room were 83.6%, $193 and $161, respectively.  The loan
matures in May 9, 2009, and has three one-year extension options.


KENDLE INTERNATIONAL: Moody's Withdraws Low-B and SGL-2 Rating
--------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Kendle
International Inc., including the B1 Corporate Family Rating and
the existing senior secured revolving credit facility.  The
ratings were withdrawn for business reasons.

These ratings have been withdrawn:

  -- $53.5 million senior secured revolving credit facility due
     2011, Ba1 (LGD 1, 4%);

  -- Corporate Family Rating, B1;
  -- Probability of Default Rating, B1; and
  -- Speculative Grade Liquidity Rating, SGL-2.

Kendle (Nasdaq: KNDL) is a leading global clinical research
organization providing the full range of early- to late-stage
clinical development services for the world's biopharmaceutical
industry.  The company's focus is on innovative solutions that
reduce cycle times for its customers and accelerate the delivery
of life-enhancing drugs to market for the benefit of patients
worldwide.  Kendle reported net service revenues of approximately
$416 million for the 12 months ended March 31, 2008.


LAKE LAS VEGAS: Obtains Court's Nod to Use $1.1MM Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada in Las Vegas
granted Lake Las Vegas use of up to approximately $1.1 million of
cash collateral to continue day-to-day operations, including
funding of payroll and critical repairs to the Las Vegas Wash
bypass conduit.

In addition, the Court approved the continuance of customer
programs, including unexpired pre-petition gift certificates, gift
cards and golf coupons; deposits return policies for golf,
catering and related services; pro shop merchandise refunds and
exchanges.

At the same time, the Court set Aug. 4, 2008, as the date to hear
motions regarding the company's request for up to $127 million in
debtor-in-possession financing.

Lake Las Vegas Resort -- http://www.lakelasvegas.com/-- is a   
3,592-acre master-planned residential and resort community
adjacent to Lake Mead National Recreational Area and 20 miles east
of the center of Las Vegas. It includes a 320-acre man-made lake,
three signature golf course, two luxury hotels, a casino and
retail shops and more than 1,600 completed residential units. LLV
and it subsidiaries employ approximately 260 people, most
associated with its golf course operations.

The filing occurred in U.S. Bankruptcy Court for the District of
Nevada in Las Vegas.

Debtor LLV VHI L.L.C. is the managing member, and owns a 46.43%
membership interest, in Village Hotel Holdings, LLC which, in
turn, is the sole member of Village Hotel Investors, LLC -- the
owner of the Lake Las Vegas Ritz Carlton Hotel.  Village Hotel
Holdings LLC and Village Hotel Investors, LLC are debtors and
debtors-in-possession in separate chapter 11 cases pending before
the Nevada Bankruptcy Court.


LEASE INVESTMENT: Fitch Downgrades Ratings on Five Note Classes
---------------------------------------------------------------
Fitch Ratings has taken these rating actions for Lease Investment
Flight Trust aircraft securitization as outlined below:

  -- Class A-1 notes downgraded to 'B' from 'BB';
  -- Class A-2 notes downgraded to 'B' from 'BB';
  -- Class A-3 notes downgraded to 'BB' from 'BBB-';
  -- Class B-1 notes downgraded to 'C/DR6' from 'CC/DR5';
  -- Class B-2 notes downgraded to 'C/DR6' from 'CC/DR5';
  -- Class C-1 notes remain at 'C/DR6';
  -- Class C-2 notes remain at 'C/DR6';
  -- Class D-1 notes remain at 'C/DR6';
  -- Class D-2 notes remain at 'C/DR6'.

Cash flow available to service debt in the LIFT transaction has
declined steadily over the past three years.  Due to the
combination of reductions in available collections and periodic
spikes in expenses, cash liquidity for classes B, C, and D have
been completely exhausted, resulting in interest shortfalls for
each of those classes.  Given the reductions in cash flow, it
appears unlikely that class B notes will receive future interest
payments.  Furthermore, the class A cash liquidity was drawn upon
for the first time on the January 2008 payment date in order to
pay scheduled class A interest.  

However, class A liquidity was restored on the March 2008 payment
date.  Class A continues to pay partial minimum principal
payments; however, as available cash flow continues to decline,
the reliability of full principal payment on the class A notes
also declines.  Compounding these concerns is the LIFT portfolio's
concentrations in older generation, less fuel efficient aircraft
types such as the Boeing 737-300 and -400 (Classics) and McDonnell
Douglas MD-80 series aircraft.  These and other aircraft types are
exposed to potential value and lease rate deterioration stemming
from fuel price volatility and the resulting airline capacity
reductions and bankruptcies.

Fitch's analysis incorporated expected cash flow to be available
to the trust over the remaining life of the transaction.  This
expectation is based on several factors including aircraft age,
current portfolio value, potential lease rates, and perceived
liquidity of the portfolio.  Lease rate and portfolio value
expectations have been updated to reflect Fitch's views on certain
aircraft types given recent aviation market volatility.

LIFT is a Delaware business trust formed to conduct limited
activities, including the issuance of debt, and the buying,
owning, leasing and selling of commercial jet aircraft.  LIFT
originally issued $1.4 billion of rated notes in June 2001.
Primary servicing on LIFT's aircraft is being performed by GE
Capital Aviation Services, wholly owned by General Electric
Corporation while the administrative agent role is being performed
by Phoenix American Financial Services, Inc.


LONGPORT FUNDING III: Moody's Junks Rating on Class A1-VF Notes
---------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class of
notes issued by Longport Funding III, Ltd.  The notes affected by
the rating action are:

  -- Class Description: $450,000,000 Class A1-VF Senior Secured
     Floating Rate Notes Due 2051

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

The transaction experienced, as reported by the Trustee on Feb.
11, 2008, an event of default caused by a failure of the Class A1-
VF Overcollateralization Ratio to be greater than or equal to 100
per cent, as described in Section 5.1(i) of the Indenture dated
April 4, 2007.  This event of default is still continuing.  
Longport Funding III, Ltd. is a hybrid collateralized debt
obligation backed primarily by a portfolio of RMBS securities CDO
securities and synthetic securities in the form of credit default
swaps.  Reference obligations for the credit default swaps are
RMBS and CDO securities.

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 reports that at the
direction of a majority of the Controlling Class the outstanding
Class A1-VF Funded Amount and the Secured Notes were accelerated.  
Furthermore, according to the Trustee, the Controlling Class, the
Credit Default Swap Counterparty and the Hedge Counterparty
directed the Trustee to commence the sale or liquidation of the
Collateral in accordance with relevant provisions of the
transaction documents.

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.


LUBBOCK MEDICAL: Junks Sale Motion; Wants OK on Collins DIP Fund
----------------------------------------------------------------
Lubbock, Texas-Highland Medical Center LP, doing business as
Highland Community Hospital and Highland Medical Center, withdrew
its request for approval on its proposed bidding procedures
involving a $6 million sale after it obtained a postpetititon
funding commitment, The Deal's Terry Brennan writes.

The Troubled Company Reporter on July 22, 2008, said that the
Debtor was seeking debtor-in-possession financing to fund its a
reorganization.  The Debtor's effort to find DIP funds was
intended to sidestep a $6 million sale.

Judge Robert Jones of the U.S. Bankruptcy Court for the Northern
District of Texas was set to conduct a bid procedures hearing
on July 23, 2008.  The Debtor had asked the Court for authority to
publicly sell the hospital for at least $6 million.  Bids were
supposedly due on July 30, 2008.

Currently, the Debtor intends to ask the Court's authority to
access the $500,000 DIP financing of the Collins Group of Dimmitt,
The Deal quotes court documents as stating.  Collins Group's DIP
fund is priced at 8%, and is due in six months, The Deal adds,
citing court documents.

Under the DIP financing agreement, Collins Group will have
priority over the liens of U.S. Government and the State of Texas
but not over the liens of the U.S. Department of Health and Human
Services and the Texas Department of Health Services, The Deal
notes.

Judge Jones will hear the Debtor's DIP motion on July 31, 2008,
according to the report.

                      About Lubbock Medical

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

The Debtor filed for chapter 11 bankruptcy protection on May 31,
2008 (Bankr. N.D. Texas Case No. 08-50202) in order to find a
buyer that will continue the hospital's operations.  Max R.
Tarbox, Esq., at McWhorter, Cobb & Johnson, LLP, represents the
Debtor as its bankruptcy counsel.  When it filed for bankruptcy,
the Debtor disclosed between $10 million to $50 million in
estimated assets and between $10 million to $50 million in debts.

Judge Robert Jones appointed a patient ombudsman on July 8 to
assure adequate patient care at the behest of the U.S. Trustee,
William Neary.


LUIS PENA: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Luis Pena, Jr.
        dba New Horizon Demolition Inc.
        dba New Horizon Demolition
        13254 Maclay Avenue
        Sylmar, CA 91342

Bankruptcy Case No.: 08-15146

Chapter 11 Petition Date: July 22, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Shirlee L. Bliss, Esq.
                  (shirleebliss@yahoo.com)
                  290 East Verdugo Avenue #108
                  Burbank, CA 91502
                  Tel: (818) 842-0997

Estimated Assets: $1 million to $10 million

Estimted Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/CAcb08-15146.pdf


LUMINENT MORTGAGE: Awards CIO 750,000 in Restricted Common Shares   
-----------------------------------------------------------------
Effective as of June 30, 2008, Luminent Mortgage Capital Inc.  
granted a restricted stock award of 750,000 shares of its common
stock to Barry Weiss in connection with Mr. Weiss entering into an
employment agreement with the company and as an inducement for him
to agree to serve as the company's chief investment officer.  The
company issued these shares in a privately negotiated transaction
that was exempt from registration under Section 4(2) of the
Securities Act of 1933.

The terms of Mr. Weiss' employment agreement with the company,
which was executed on July 10, 2008, are:

-- Base Salary.  Mr. Weiss' employment agreement provides for a
    base salary at the annual rate of $240,000.

-- Annual Bonus.  Mr. Weiss' employment agreement provides that
    he shall be eligible to receive an annual bonus, in accordance
    with Luminent's applicable policies relating to incentive
    compensation for its executive officers, in an amount as may
    be determined in the sole discretion of the company's board
    based upon its senior management bonus plan.

-- Restricted Stock Awards.  Mr. Weiss' employment agreement
    provides that he shall receive annual restricted stock awards
    of a number of shares of the company's common stock as may be
    fixed in the discretion of the board of directors.  Each
    annual award vests over three years at the rate of one-third
    each year on the anniversary date of each award.  The company
    granted Mr. Weiss a restricted stock award of 750,000 shares
    of its common stock that will vest in equal annual  
    installments of one-third each on June 30, 2009, 2010 and
    2011, respectively.

-- Change of Control.  The company's employment agreement with
    Mr. Weiss provides that, upon a change of control, any then
    unvested restricted stock awards held by Mr. Weiss
    automatically become fully vested.

-- Employment Term; Severance.  The employment agreement with Mr.
    Weiss provides for a term that expires on June 30, 2009.  If
    the company terminates Mr. Weiss' employment other than for
    cause, it will:

    pay him an amount equal to his annual base salary and any
    incentive bonus accrued through the effective date of
    termination and any amount in respect of excise taxes required
    to be paid under the agreement;

    pay him an amount equal to the aggregate premiums that would
    be payable by him to maintain in effect for the severance
    period, the same medical, health, disability and life
    insurance coverage that the company provided to him
    immediately prior to the date of termination;

    as a severance payment, pay him an amount equal to his annual      
    base salary as of the effective date of termination that would  
    have been paid to him during the severance period had he
    remained employed during the severance period.  For purposes
    of the agreement, the severance period means the period from
    the effective date of the termination through the last day of
    the term of his employment under the agreement.

A full text copy of the Employment Agreement dated as of June 30,
2008, executed on July 10, 2008, between Luminent Mortgage Capital
Inc. and Barry Weiss, is available for free at:

               http://researcharchives.com/t/s?2ff1

                    About Luminent Mortgage

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

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

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

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

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

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

As reported in the Troubled Company Reporter on June 5, 2008,
Luminent Mortgage's consolidated balance sheet at March 31, 2008,
showed $3.8 billion in total assets, $4.0 billion in total
liabilities, and $148,000 in minority interest, resulting in a
$223.2 million stockholders' deficit.


MAXXAM INC: Inks Agreement with PBGC on PALCO Pension Plan
----------------------------------------------------------
On July 10, 2008, Maxxam Inc. and The Pension Benefit Guaranty
Corporation entered into an agreement pursuant to which the
company essentially agreed, among other things, that should the
PBGC elect to terminate The Pacific Lumber Company (Palco) Pension
Plan in the future, the company would continue to be liable for
any unfunded obligations then outstanding with respect to the  
Plan.  If such a termination was to be initiated, the company
expects it would first take actions to assume sponsorship of the
Palco Pension Plan in order to avoid such termination.  

Palco is an an indirect wholly owned subsidiary of the company.  
On Jan. 18, 2007, Palco and its subsidiaries, including Scotia
Pacific Company LLC (Scopac), filed separate voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code.  

The PBGC Agreement terminates on the earliest of (i) the fifth
anniversary of the effective date of the agreement, (ii) the date
the Palco Pension Plan is assumed by the company, (iii) the date
the Palco Pension Plan is terminated under certain standard
termination procedures set forth in the Employee Retirement Income
Security Act of 1974 (ERISA), or (iv) the date the Palco Pension
Plan is properly merged into another plan in accordance with ERISA
and the Internal Revenue Code.

The company has previously disclosed that, under ERISA, if Palco's
pension plan were to be terminated under certain circumstances,
the company would be jointly and severally liable for any unfunded
obligations with respect to the Palco Pension Plan.  The plan of
reorganization proposed by Mendocino Redwood Company and Palco's
principal creditor, Marathon Structured Finance Fund L.P., in
Palco, Scopac and Palco's other subsidiaries' bankruptcy cases,
includes a provision pursuant to which the Palco Pension Plan
would be assumed by the entity that would succeed the Debtors
under the MRC/Marathon Plan.  

The MRC/Marathon Plan, the first of two plans of reorganization
filed on the Jan. 30, 2008 deadline, would reorganize and continue
the businesses of the Debtors.  The second, which was a plan
proposed on behalf of the holders of Scopac's $713.8 million
principal amount (as of Dec. 31, 2006) of Timber Collateralized
Notes, provides for an auction of Scopac's timberlands to the
highest bidder.

A full-text copy of the Agreement dated July 10, 2008, between The
Pension Benefit Guaranty Corporation and the company, is available
for free at http://researcharchives.com/t/s?2ff6

                        About MAXXAM Inc.

Headquartered in Houston, MAXXAM Inc. (AMEX: MXM) is a publicly-
traded company, with business interests in three industries:
forest products, real estate investment and development and racing
operations.

As reported in the Troubled Company Reporter on May 19, 2008,
MAXXAM Inc.'s consolidated balance sheet at March 31, 2008, showed
$483.5 million in total assets and $779.6 million in total
liabilities, resulting in a $296.1 million total stockholders'
deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 9, 2008,
Deloitte & Touche LLP, in Houston, expressed substantial doubt
about MAXXAM Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  

The auditing firm pointed to the uncertainty surrounding the
ultimate outcome of the separate voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code filed by
certain of the company's wholly owned subsidiaries, and its effect
on the company, as well as the company's operating losses at its
remaining subsidiaries.


MEDICAL GASES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Medical Gases, Inc.
        30 Hopper Street
        Westbury, NY 11590

Bankruptcy Case No.: 08-73912

Type of Business: The Debtor's affiliate, New York Home Care
                  Equipment LLC, filed for Chapter 11 protection
                  on July 21, 2008 (Bankr. E.D. N.Y.
                  Case No. 08-73867).

Chapter 11 Petition Date: July 23, 2008

Court: Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Anthony F. Giuliano, Esq.
                  (afg@pryormandelup.com)
                  Pryor & Mandelup
                  675 Old Country Road
                  Westbury, NY 11590
                  Tel: (516) 997-0999
                  Fax: (516) 333-7333

Estimated Assets: Less than $50,000

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

A copy of Medical Gases, Inc.'s petition is available for free at:

            http://bankrupt.com/misc/nyeb08-73912.pdf


MICHAEL GRAY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Michael A. Gray
        106 Steep Point
        Beaufort, NC 28516

Bankruptcy Case No.: 08-04915

Chapter 11 Petition Date: July 23, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: David J. Haidt, Esq.
                  Email: davidhaidt@embarqmail.com
                  Ayers, Haidt & Trabucco, P.A.
                  P.O. Box 1544
                  New Bern, NC 28563
                  Tel: (252) 638-2955
                  Fax: (252) 638-3293

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

             http://bankrupt.com/misc/nceb08-04915.pdf


MORTGAGES LTD: Wants to Hire Barry Monheit as Financial Advisor
---------------------------------------------------------------
Mortgages Ltd. asks authority from the U.S. Bankruptcy Court for
the District of Arizona to employ Barry Monheit as its business
and financial advisor.

Barry Monheit will, among others, advise the Debtor with respect
to investor relation issues, assist in the evaluation of the
Debtor's loan portfolio, and assist with the preparation of a
reorganization strategy and in the preparation of a plan and
disclosure statement.

Mr. Monheit tells the Court that he will charge the Debtors an
hourly rate of $525.  Mr. Monheit further assures the Court that
he is disinterested as that term is defined in Section 101(14) of
the U.S. Bankruptcy Code.

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.


MRS HOMES: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: MRS Homes Corp.
        644 Flatbush Ave.
        Brooklyn, NY 11225

Bankruptcy Case No.: 08-44662

Chapter 11 Petition Date: July 23, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Dennis E. Milton

Debtors' Counsel: Brian M Goldberg, Esq.
                   (briangoldberg@dandslaw.com)
                  Deutsch & Schneider LLP
                  79-37 Myrtle Avenue
                  Glendale, NY 11385
                  Tel: (718) 417-1700
                  Fax: (718) 417-3095
                  http://dandslaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

NATIONAL DRY: Section 341(a) Meeting Scheduled for August 20
------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, will convene
a meeting of creditors of National Dry Cleaners, Inc. on Aug. 20,
2008, at 10:00 a.m., at J. Caleb Boggs Federal Building, 2nd
Floor, Room 2112.

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.

                 About National Dry Cleaners Inc.

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

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


NATIONAL DRY: Wants to Hire Young Conaway as Attorney
-----------------------------------------------------
National Dry Cleaners Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
permission to employ Young Conaway Stargatt & Taylor, LLP, as
their attorneys.

Young Conaway will:

   a) provide legal advice with respect to the Debtors' powers and
      duties as debtor-in-possession in the continued operation of
      their business management of their properties and sale of
      their assets;

   b) prepare and pursue confirmation of a plan and approval of a
      disclosure statement;

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

   d) appear in the Court and protect the interests of the Debtors
      before the Court; and

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

The firm's professionals will bill at these rates:

      Professionals                   Hourly Rates
      -------------                   ------------
      Joel A. Waite, Esq.                 $560
      Matthew B. Lunn, Esq.               $355
      Nathan D. Grow, Esq.                $260
      Ryan M. Bartley, Esq.               $240
      Kimberly A. Beck                    $175

      Designations                    Hourly Rates
      ------------                    ------------
      Attorneys                        $240-$750
      Paralegals                       $115-$215

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

Mr. Waite can be reached at:

      Joel A. Waite, Esq.
       (jwait@ycst.com)
      Young Conaway Stargatt & Taylor, LLP
      The Brandywine Building, 17th Floor
      1000 West Street
      Wilmington, Delaware 19801
      Tel: (302) 571-6600
      Fax: (302) 571-1253
      http://www.youngconaway.com/

                 About National Dry Cleaners Inc.

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

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on July 7, 2008, (Bankr. D. Del. Case No.: 08-11382 to
08-11393).  The Debtors selected Epiq Bankruptcy Solutions LLC as
their claims, notice and balloting agent.

The Debtors listed estimated assets of $10 million to $50 million
and estimated debts of $10 million to $50 million.


NETWOLVES CORP: Seeks Another Exit Financing After Axiom's Failure
------------------------------------------------------------------
The Hon. Paul Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida in Tampa will hold a hearing Monday, July 28,
2008, to approve a second attempt of NetWolves Corporation and its
debtor-affiliates to obtain debtor-in-possession financing, John
Blakely of The Deal says.

According to The Deal, the Debtors twice delayed confirmation
hearing of their proposed reorganization plan after Axiom Capital
Management failed to provide $4 million exit funding pursuant to
the plan.

The Debtors told the Court that Axiom's "last-minute failure"
forced them to seek another exit financing, The Deal notes.

As reported by the Troubled Company Reporter on July 24, 2008, the
Debtors said they will obtain exit financing to support payments
required to be made under the plan, repay any DIP financing, pay
transaction costs, and fund working capital and general corporate
purposes following their emergence from bankruptcy.

The Debtors' initial DIP fund request was a $600,000 secured
convertible promissory note due July 31, 2008, to be provided by
various lenders, The Deal relates.  The Debtors said they need to
tap another $600,000 DIP fund, also a promissory note, saying that
about $300,000 of the previous promissory note will become due and
payable by month's end, The Deal continues.

Judge Glenn reminded the Debtors that their amended reorganization
plan is due today, July 25, 2008, according to The Deal.  The plan
confirmation hearing, which commenced on June 24, is set to
continue on August 20.

                         About NetWolves

Based in Tampa, Florida, NetWolves Corporation (Pink Sheets: WOLV)
-- http://www.netwolves.com/-- provides telecommunications and        
Internet-managed services to more than 1,000 customers through its
neutral FCC-licensed carrier.  Some of NetWolves' customers
include General Electric, University of Florida, McLane
Company, JoAnn Stores and Marchon Eyewear.

The company and three of its affiliates filed for Chapter 11
protection on May 21, 2007 (Bankr. M.D. Fla. Case Nos. 07-04186
through 07-04196).  David S. Jennis, Esq., at Jennis Bowen &
Brundage, P.L., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, it listed total assets of $8,847,572 and total
liabilities of $7,637,029.

The hearing on the Debtors' reorganization plan commenced on
June 24, 2008, and will continue on August 20.


NEW AMSTERDAM: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The New Amsterdam, LLC
        820 Pearl Street
        Boulder, CO 80302

Bankruptcy Case No.: 08-20645

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

Chapter 11 Petition Date: July 22, 2008

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey Weinman, Esq.
                  Email: jweinman@epitrustee.com
                  730 17th Street, Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A list of the Debtor's 11 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/cob08-20645.pdf


NEW MOUNT OLIVE: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: New Mount Olive Church of God in Christ
        220 Monee Road
        Park Forest, IL 60466

Bankruptcy Case No.: 08-18742

Type of Business: The Debtor runs a church.

Chapter 11 Petition Date: July 21, 2008

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Angie S. Lee, Esq.
                  Email: angielesq@yahoo.com
                  Law Office of Angie S. Lee, LLC
                  16335 S. Harlem Ave., Suite 415
                  Tinley Park, Il 60477
                  Tel: (708) 845-2555
                  Fax: (708) 633-6419
                  http://www.aleelaw.com/

Total Assets: $1,370,500

Total Debts:  $588,677

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

              http://bankrupt.com/misc/ilnb08-18742.pdf


OMNI FINANCIAL: Decides to Delist Common Stock from Nasdaq
----------------------------------------------------------
Omni Financial Services, Inc., the bank holding company for Omni
National Bank, received a letter on July 18, 2008, from the
Hearings Panel of The Nasdaq Stock Market acknowledging the
company's decision to delist its common stock from Nasdaq and
stating that the Panel has determined to delist the company's
common stock, with trading being suspended effective at the open
of trading on Tuesday, July 22, 2008.  Delisting will be effective
10 days after Nasdaq files a Form 25 with the SEC.

As reported by The Troubled Company Reporter on July 15, 2008,
Omni Financial Services Inc. received a letter from the Listing
Qualifications Staff of The Nasdaq Stock Market notifying the
company that it failed 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.

On July 7, 2008, The Troubled Company Reporter also reported that
Omni Financial Services Inc. received a letter from the Listing
Qualifications Staff of The Nasdaq Stock Market notifying that the
company failed to comply with Nasdaq's minimum bid price
requirement for continued listing set forth in Nasdaq Marketplace
Rule 4450(a)(5).

Omni Financial Services, the bank holding company for Omni
National Bank failed to meet the Marketplace Rule 4450(e)(2),
which requires companies to maintain a minimum closing bid price
of $1.00 per share.

                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.


ORIENTAL FIN'L: S&P Holds 'BB+' Rating; Changes Outlook to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
long-term counterparty credit rating on Puerto Rico-based Oriental
Financial Group.  At the same time, Standard & Poor's revised the
outlook to stable from negative.
     
The rating on Oriental Financial Group reflects its heavy reliance
on wholesale funding to support its significant concentration in
investment securities and modest ALM modeling capabilities for the
high level of interest rate risk, and geographically concentrated
business in Puerto Rico.  The rating also takes into account
Oriental's low credit risk profile in the loan book, good cost
discipline, and robust capital metrics.
     
Oriental's performance turned around in 2007 after sustaining a
loss of $10 million in 2006 and has continued on a positive
trajectory in 2008 in part helped by the repositioning of the
large available-for-sale securities portfolio (late 2006).  Also,
Oriental's restructuring of the funding profile in early 2007
resulted in improving net interest margins to date, helped by the
easing of interest rates although financial performance remains
below historical levels.  Oriental's profitability is largely a
function of the spread income it earns on its oversized investment
portfolio (80% of earnings assets), which is repo funded and
sensitivity to interest rate movements.  Profitability also
reflects the bank's strong fee income business that helps
diversify the revenue stream and a low-risk residential mortgage
portfolio.
     
"We view Oriental's credit risk profile as moderately low and well
contained, given the small size and good quality of the
residential mortgage portfolio," said Standard & Poor's credit
analyst Lidia Parfeniuk.  "Meanwhile, the credit sensitive
exposures in the investment portfolio are high in relation to
Oriental's earnings," she added.  Interest rate risk remains
Oriental's largest risk.  Moreover, through structured repo
transactions, the company has taken on highly leveraged interest
rate risk.  S&P also note that the company's net unrealized
securities losses have grown to $46 million, which is large in
relation to earnings and limits financial flexibility.  The robust
capital position supports the rating and is able to withstand
material contingent risk.    
     
S&P believe that Oriental is well positioned to continue to
improve profitability in 2008 given the current interest rate
environment.  Furthermore, S&P expect loan losses to remain
manageable.  S&P also expect revenues from the mortgage business
to continue to grow, including fee income, and costs to remain
well managed.  The risks include a slowing U.S. economy, which
could exacerbate the recession in Puerto Rico, reduce loan
origination volumes, and aggravate credit issues.
     
The stable outlook reflects the turnaround in performance and
expectation of continued expansion in profitability in the near to
medium term.  The stable outlook also reflects our expectation of
manageable credit quality metrics despite the weak Puerto Rico
economy.  S&P could revise the outlook to positive if loan losses
remain stable, the business benefits from further revenue
diversification, and sensitivities to interest rates are further
reduced.  Conversely, S&P could revise the outlook to negative if
credit quality deteriorates beyond our expectations and earnings
continue to display substantial volatility.


PACIFIC LIFE: Fitch Lifts FS Rating to A from BB After PLC Deal
---------------------------------------------------------------
Fitch Ratings has upgraded the insurer financial strength rating
of Pacific Life Re Limited, formerly known as Scottish Re Limited,
to 'A' from 'BB' following the close of its recent acquisition by
Pacific LifeCorp.  The Rating Outlook is Stable.

The upgrade of PLR's rating is based on a guarantee agreement in
place between PLR and PLC.  In the agreement, obligations of PLR
align with senior unsecured obligations of PLC.  Fitch rates the
senior debt issued by PLC at 'A'.

The acquisition and near-term earnings contribution of PLR within
the overall Pacific Life organization is relatively small.  PLC
maintains a very strong balance sheet, including modest financial
leverage and very strong operating capital quality.  Further, the
company continues to maintain a high-quality asset portfolio,
extensive liquidity and good asset/liability management.  The
company's asset portfolio has not been meaningfully affected by
the subprime mortgage market.

Fitch's ratings concerns for PLC include the increase in variable
annuity assets under management which create equity market
exposures related to various benefit guarantees, interest rate
exposure, and the company's ability to continue stable growth in
earnings in its aircraft leasing operation.

PLC is the intermediate holding company of Pacific Mutual Holding
company, a mutual insurance holding company formed in 1997.  In
addition to PLR, PLC's other major subsidiaries include Pacific
Life Insurance Company, Pacific Life and Annuity Insurance
Company, and Aviation Capital Group.

This rating is upgraded with a Stable Outlook:

Pacific Life Re Limited (previously known as Scottish Re Limited)
  -- IFS to 'A' from 'BB'.


PEGASUS AVIATION: Fitch Cuts Ratings on Two Classes to 'CCC/DR2'
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on the three Pegasus
Aviation Lease Securitization Trusts:

Pegasus Aviation Lease Securitization (PALS I)

  -- Class A-1 notes remain at 'CC/DR4';
  -- Class A-2 notes remain at 'CC/DR4';
  -- Class B notes remain at 'C/DR6';
  -- Class C notes remain at 'C/DR6';
  -- Class D notes remain at 'C/DR6'.

Pegasus Aviation Lease Securitization II (PALS II)

  -- Class A-1 notes downgraded to 'CCC/DR2' from 'B-/DR2';
  -- Class A-2 notes downgraded to 'CCC/DR3' from 'B-/DR2';
  -- Class B notes remain at 'C/DR6';
  -- Class C notes remain at 'C/DR6';
  -- Class D notes remain at 'C/DR6'.

Pegasus Aviation Lease Securitization III (PALS III)

  -- Class A-1 notes affirmed at 'B/DR2';
  -- Class A-2 notes affirmed at 'B/DR2';
  -- Class A-3 notes affirmed at 'B/DR2';
  -- Class B-1 notes remain at 'C/DR6';
  -- Class B-2 notes remain at 'C/DR6';
  -- Class C-1 notes remain at 'C/DR6';
  -- Class C-2 notes remain at 'C/DR6';
  -- Class D-1 notes remain at 'C/DR6'.

Cash flow available to service debt in the PALS II transaction has
continued to steadily decline over the past two years.  The
decline in monthly collections combined with increased expenses in
recent months has further stressed the transaction structure.
While the class A notes are receiving current interest payments,
total monthly collections were insufficient to pay minimum
principal to the class A notes on the March, May, and June 2008
payment dates.  As available cash flow continues to decrease, the
reliability of full principal payment on the class A notes also
declines.  The DR-Rating differential between the A-1 and A-2
notes reflects the differing amortization schedules between the
two classes.  Class A-1 is currently receiving the full benefit of
class A principal payments.

In addition, the PALS II portfolio contains significant
concentrations in older generation, less fuel efficient aircraft
types such as 757-200s and MD-80s.  These aircraft types are
exposed to potential value and lease rate deterioration resulting
from increased fuel prices, airline capacity reductions, and
bankruptcies in the current environment.

Fitch's analysis incorporated expected cash flow to be available
to the trust over the remaining life of the transaction.  This
expectation is based on several factors including aircraft age,
current portfolio value, potential lease rates, and perceived
liquidity of the portfolio.  Lease rate and portfolio value
expectations have been updated to reflect Fitch's views on certain
aircraft given the aviation market volatility and significantly
elevated fuel prices.

PALS I and PALS III were affirmed as they were found to have
credit support consistent with their current ratings.


PFF BANCORP: To Move Share Trading to Over the Counter Market
-------------------------------------------------------------
PFF Bancorp Inc., the holding company of PFF Bank & Trust,
Glencrest Investment Advisors Inc., and Diversified Builder
Services Inc., disclosed that the company's Board of Directors has
determined to move the trading of its common stock from the New
York Stock Exchange to the OTC Bulletin Board.  The company will
announce the effective date of the transfer and the new ticker
symbol when advised by the OTCBB.  The company's stock will
continue to trade on the NYSE until the transition is complete.

The company said the change was made in anticipation of the
likelihood that, as a result of recent declines in the price of
the stock, the company will not meet, in the near-term, the NYSE's
listing standards regarding the total market value of the common
stock.  The transition to the over-the-counter market will have no
effect on PFF Bancorp's previously announced agreement to be
acquired by FBOP Corporation.  The company has also filed its
preliminary proxy materials for the merger with the Securities and
Exchange Commission.

President and chief executive officer Kevin McCarthy commented,
"Our Board of Directors believes that the recent decline in our
stock price is reflective of overall conditions in the stock
market, particularly for financial companies.  The company expects
that its stock will be actively traded on the OTCBB and that there
will be minimal impact on stockholders' ability to trade shares of
stock from this transfer."

PFF Bancorp. Inc. shares closed at $1.15 on Wednesday.  Previous
close was at $1.08.  The highest close this year was at $13.08 on
Feb. 1, 2008 (Source: Yahoo! Finance).

                        About PFF Bancorp

Hedaquartered in Rancho Cucamonga, California, PFF Bancorp, Inc.,
(NYSE:PFB) -- http://www.pffbancorp.com/-- is a diversified   
financial services company.  It conducts its business through its
wholly owned subsidiary, PFF Bank & Trust.  The company's business
also includes Glencrest Investment Advisors Inc., a registered
investment advisor.  Its market areas include eastern Los Angeles,
San Bernardino, Riverside and northern Orange counties.

At March 31, 2008, the company's consolidated balance sheet showed
$4.1 billion in total assets, $4.0 billion in total liabilities,
and $124.4 million in total stockholders' equity.  

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 3, 2008, KPMG
LLP in Los Angeles, Calif., expressed substantial doubt about  PFF
Bancorp Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended March 31, 2008.  

The auditing firm reported that the company has experienced a
significant net loss in 2008, which has resulted in a reduction in
the company's available liquidity and regulatory capital.  The
company would be unable to meet its outstanding obligations as
they become due if the proposed acquisition by FBOP Corporation is
not consummated or another significant capital raising transaction
does not occur.


PLASTECH ENGINEERED: No Admin. Treatment to Reclamation Claims
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
rules to deem reclamation claims against Plastech Engineered
Products Inc. and its debtor-affiliates as general unsecured non-
priority claim not entitled to administrative treatment or
replacement liens under Section 546 of the U.S. Bankruptcy Code.

As reported in the Troubled Company Reporter on June 5, 2008, the
Debtors previously sought to reject 75 reclamation demands
from certain vendors and suppliers.  The Debtor said that the
reclamation claimants will presumably seek administrative expense
treatment pursuant to Section 546 of the U.S. Bankruptcy Code on
account of their Reclamation Claims, which aggregate $17,800,000.

The Debtors are authorized under Section 546(h) -- subject
to the limitations imposed by any Court order and the prior
rights of holders of security interests in the goods or the
proceeds of the goods under (a) the Debtors' proposed DIP
financing, and (b) the prepetition secured financing agreements
to return to vendors goods that were delivered prepetition -- for
an offset of the purchase price of the goods against the vendors'
prepetition claims.

Pursuant to the ruling, Reclamation Claimants are prohibited from
claiming more than once on goods which are the subject of a
Reclamation Demand, provided however that the Claimants may
exercise their rights to claim for administrative expense under
Section 503(b)(9) under the Bankruptcy Code, or a secured claim
that may be inclusive of those amounts in the Reclamation Claim.

A list of the reclamation claims is available for free at:

              http://researcharchives.com/t/s?2d52

                          *     *     *

The Order, however, is without prejudice to Owens Corning's Claim
No. 1462 for $81,405.

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


PLAYMORE INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Playmore, Inc.
        aka
        Playmore, Inc., Publishers
        58 Main Street
        Hackensack, NJ 07601
        Tel: (201) 678-2990

Bankruptcy Case No.: 08-23720

Type of Business: The Debtor is a publisher of value priced
                  children's books, readily available in most mass
                  market retailers throughout the U.S. and Canada,
                  as well as through many exclusive distributors
                  throughout the world.
                  See http://www.playmorebooks.com

Chapter 11 Petition Date: July 23, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Bruce Gordon, Esq.
                  Email: bgordon@bgordonlaw.com
                  Bruce D. Gordon LLC
                  Polygon Plaza
                  2050 Center Ave., Suite 560
                  Fort Lee, NJ 07024
                  Tel: (201) 585-2600
                  Fax: (201) 461-2633
                  http://bgordonlaw.com/

Total Assets: $6,815,087

Total Debts:  $5,268,509

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

             http://bankrupt.com/misc/njb08-23720.pdf


PLASTECH ENGINEERED: Plant in Elwood, Indiana Damaged by Fire
-------------------------------------------------------------
At least one-third of Plastech Engineered Products, Inc.'s
facility in Elwood, Indiana, was damaged by fire that lasted for
four hours, a report by WISHTV8.com disclosed.

Though there were no reported injuries, Todd Harmeson of the
Madison County Emergency Management told reporters that his team
checked if the smoke coming from the fire pose a hazard, as the
fire reportedly started in the facility's paint room.  The team,
however, did not find a cause to declare evacuation in the nearby
area.  The Indiana Department of Environmental Management also
checked the area's water supply, which they later found safe for
drinking.

While fire investigators are still uncovering the cause of the
incident, a report by Herald Bulletin.com disclosed the
facility's violations to safety regulations during inspections
conducted by the Indiana Department of Environmental Management
in 2004 and 2005.  The company was initially penalized for
$5,800, and $30,000 on the second offense for labeling negligence
on health-hazards, Barry Sneed of the IDEM told the news source.  
Results of the recently concluded June inspection are yet to be
obtained.

The Elwood facility, which employs approximately 290 people,
reportedly will close following Plastech's exit from the
exteriors business.

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


PORTOLA PACKAGING: May 31 Balance Sheet Upside-Down by $106.8MM
---------------------------------------------------------------
Portola Packaging Inc. reported last week preliminary results for
its fiscal 2008 third quarter ended May 31, 2008.

At May 31, 2008, the company's consolidated balance sheet,
preliminary and subject to change as described in "Notification of
Late Filing," showed $170.0 million in total assets and
$276.8 million in total liabilities, resulting in a $106.8 million
stockholders' deficit.

Portola reported a net loss of $3.4 million for the third quarter
of fiscal year 2008 compared to a net loss of $1.3 million for the
third quarter of fiscal year 2007.  The company reported sales of
$75.1 million for the third quarter of fiscal year 2008 compared
to $68.7 million for the third quarter of fiscal year 2007, an
increase of 9.3%.  Portola reported operating income of
$2.0 million for the third quarter of fiscal year 2008, compared
to operating income of $3.8 million reported in the third quarter
of fiscal year 2007, a decrease of $1.8 million.  The decrease
quarter over quarter was primarily due to a $1.1 million decrease
in gross margins, higher human resource related costs, bad debt
expenses as well as increased restructuring costs.  Gross margins
were substantially impacted by the time lag in passing higher
resin costs to customers as well as higher utility, lease, freight
and labor related costs.  The increase in selling expense relates
to costs of new product introductions that are being made over the
next two quarters.
     
EBITDA decreased $1.7 million to $6.6 million in the third quarter
of fiscal year 2008 compared to $8.3 million in the third quarter
of fiscal year 2007.  Adjusted EBITDA, which excludes the effect
of restructuring charges, (gains) or losses on the sale of assets
and other non-recurring expenses, decreased $1.3 million to
$7.0 million in the third quarter of fiscal year 2008 compared to
$8.3 million reported in the third quarter of fiscal year 2007.
Lower quarter over quarter Adjusted EBITDA was primarily due to
decreased operating income.

The company said that although the third quarter was extremely
challenging principally due to resin and other energy related cost
increases, there were some positives.  Throughout the third
quarter, the company continued to implement several improvement
initiatives aimed at reducing cost and enhancing margins in the
upcoming quarters, most notably was the announcement to
discontinue operations at the Clifton Park, New York facility.  
The volume currently produced in the New York facility will
transfer to other Portola facilities in the U.S.  These
restructuring efforts are expected to result in an annualized
reduction in compensation, utility and other expenses of
approximately $3.2 million.  In response to rising energy and non-
resin related cost increases that have been encountered in recent
months, the company has begun implementing price increases.

                   Notification of Late Filing

The company will not be able to file its Quarterly Report on Form
10-Q for the third quarter ended May 31, 2008, because it has not
completed the investigation of the accounting irregularities at
the company's China subsidiaries, Portola (Asia Pacific) Holding
Limited and Shanghai Portola Packaging Company Limited and the
restatement process, if necessary, which could impact the
financial statements for the fiscal 2008 third quarter.  The
company currently expects to file the restatements, if necessary,
as soon as possible following completion of the investigation and
expects to file its Quarterly Report on Form 10-Q for the Third
Quarter of fiscal 2008 at that time or shortly thereafter.

On June 27, 2008, the company determined that its previously
issued financial statements for the fiscal year ended Aug. 31,
2007 (including restating the quarterly interim periods within
that year) and its quarterly financial statements for the quarters
ended Nov. 30, 2007, and Feb. 29, 2008, should no longer be relied
upon as a result of the accounting irregularities discovered at
the company's China subsidiaries.  These irregularities primarily
consisted of errors in the accounts receivable, accounts payable,
inventory and cost of sales accounts and totaled up to
approximately $2.5 million net over the periods indicated.

                      About Portola Packaging

Headquartered in Batavia, Illinois, Portola Packaging Inc. --
http://www.portpack.com/-- designs, manufactures and markets      
tamper-evident plastic closures used in dairy, fruit juice,
bottled water, sports drinks, institutional food and other non-
carbonated beverage markets.  The company also produces a wide
variety of plastic bottles for use in dairy, water and juice
markets, including various high density bottles, as well as five-
gallon polycarbonate water bottles.  In addition, the company
designs, manufactures and markets capping equipment for use in
high speed bottling, filling and packaging production lines.  
Portola is also engaged in the manufacture and sale of tooling and
molds used for blow molding.

                          *     *     *

As reported in the Troubled Company Reporter on July 21, 2008,
Portola Packaging Inc. received a notice of default under its
$60.0 million revolving credit agreement dated Jan. 16, 2004, with
General Electric Capital Corporation.

The notice was prompted by the company's filing stating that the
company was investigating accounting irregularities at certain
subsidiaries in China that may require restatement of these
financial statements for approximately $2.5 million net over these
periods, in total.

While reserving its rights and remedies under the credit
agreement, GECC has been continuing to fund under the credit
agreement.  The company has retained Peter J. Solomon company and
Gibson & Rechan LLC to assist the company in evaluating its
alternatives, including potentially a restructuring of its funded
debt obligations.

As reported in the Troubled Company Reporter on June 10, 2008,
Standard & Poor's Ratings Services lowered its issue-level rating
on Portola Packaging Inc.'s $180 million 8.25% senior unsecured
notes to 'CC' (two notches lower than the 'CCC' corporate
credit rating) from 'CCC-' and revised the recovery rating to '6'
from '5', indicating the expectation for negligible (0% to 10%)
recovery in the event of a payment default.

At the same time, S&P affirmed the 'CCC' corporate credit rating
on Portola.  The outlook is negative.


PORTOLA PACKAGING: Plans to Restructure by Pre-Package Chapter 11
-----------------------------------------------------------------
Portola Packaging Inc. entered into a restructuring support
agreement with its principal secured lenders and holders in excess
of 80% in amount of its 8-1/4% Senior Notes due 2012 which will
enable the company to significantly reduce its outstanding
indebtedness.  The company plans to implement the proposed
restructuring through a pre-packaged Chapter 11 bankruptcy filing.

In connection with the restructuring, the company also has reached
agreement with Wayzata Investment Partners LLC, a Minnesota-based
investment firm with more than $6 billion in assets under
management, which will provide the company with access to a
$10 million bridge facility to fund the restructuring process.

Pursuant to the restructuring, holders of the senior notes will
receive 100% of the common stock of reorganized Portola in
exchange for their claims.  Wayzata is expected to be the
company's controlling shareholder upon emergence from chapter 11.

Importantly, the restructuring contemplates that all obligations
owed to trade creditors, suppliers, customers and employees in the
ordinary course of business will be unimpaired and unaffected by
the restructuring.

The company expects to commence the formal process of vote
solicitation in early August.  When the necessary votes are
received, the restructuring will be finalized through a voluntary
pre-packaged bankruptcy filing under chapter 11 of the U.S.
Bankruptcy Code to be commenced in early September 2008.

The company anticipates that the restructuring process will be
completed by the end of October 2008 at the latest.

"We are pleased to have achieved such strong support for a
consensual restructuring that dramatically improves our balance
sheet, reduces our annual cash interest obligations by
approximately $15 million, and enables continued reinvestment in
our products and future growth," Brian J. Bauerbach, Portola's
President and CEO, stated.  "We are thrilled to have the continued
support of Wayzata and look forward to its long term commitment to
the business."

                         Notice of Default

As reported in the Troubled Company Reporter on July 21, 2008,
Portola Packaging received a notice of default under its
$60.0 million revolving credit agreement dated Jan. 16, 2004, with
General Electric Capital Corporation.

The notice was prompted by the company's filing stating that the
company was investigating accounting irregularities at certain
subsidiaries in China that may require restatement of these
financial statements for approximately $2.5 million net over these
periods, in total.

            S&P Cuts Corporate Credit Rating to 'CCC-'

Standard & Poor's Ratings Services said on July 23, 2008, it
lowered its ratings on Portola Packaging Inc. by one notch,
including its corporate credit rating to 'CCC-' from 'CCC'.  The
outlook remains negative.
     
The downgrade reflects a potential debt restructuring that S&P  
could view as tantamount to a default, heightened liquidity
concerns, and continued poor operating results.  The company
recently disclosed that it is evaluating alternatives that could
include a restructuring of its funded debt obligations.
     
On June 30, 2008, Portola received a notice of default and
reservation of rights from General Electric Capital Corp. in
accordance with the credit agreement governing its $60 million
senior secured revolving credit facility.  The notice was prompted
by Portola's earlier filing stating that it was investigating
accounting irregularities at certain subsidiaries in China that
may require an unfavorable restatement of financial statements.
     
Portola reported on July 7, 2008, that GECC continued to make
funds available under the credit agreement.
     
"However, we are becoming increasingly concerned about its
continuing access to the facility in light of the accounting
investigation and ongoing discussions with GECC and Wayzata
Investment Partners LLC regarding forbearance arrangements that
would allow the company to pursue a balance sheet restructuring,"
credit analyst Henry Fukuchi said.
      
"In addition, recent operating results have been weaker than
expected due to ongoing challenges related to resin and energy-
related cost increases," Mr. Fukuchi said.

With annual sales of about $284 million, Batavia, Illinois-based
Portola produces tamper-evident plastic closures on packaging
applications for noncarbonated beverages such as dairy drinks,
fruit juices, and water; cosmetics; and food products.

      About Portola Packaging

Headquartered in Batavia, Illinois, Portola Packaging Inc. --
http://www.portpack.com/-- designs, manufactures and markets      
tamper-evident plastic closures used in dairy, fruit juice,
bottled water, sports drinks, institutional food and other non-
carbonated beverage markets.  The company also produces a wide
variety of plastic bottles for use in dairy, water and juice
markets, including various high density bottles, as well as five-
gallon polycarbonate water bottles.  In addition, the company
designs, manufactures and markets capping equipment for use in
high speed bottling, filling and packaging production lines.  
Portola is also engaged in the manufacture and sale of tooling and
molds used for blow molding.


PRIME 2004-CL1A: S&P Junks Ratings on Two Classes of Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of PRIME 2004-CL1A's pass-through certificates.  At the
same time, S&P removed class B-3 from CreditWatch with negative
implications.  Additionally, S&P affirmed its 'AA' rating on class
B-1 from the same transaction.  These four classes had an original
total principal balance of approximately $30.336 million.
     
PRIME 2004-CL1A is a resecuritization of underlying class B-1, B-
2, and B-3 mortgage pass-through certificates from Prime Mortgage
Trust 2004-CL1, which Structured Asset Mortgage Investments II
Inc. issued in January 2004.  Each class in the resecuritization
trust, with the exception of class XB, is collateralized by the
corresponding underlying class of the same name.  Each class will
receive interest and all principal generated by its corresponding
underlying class.  Class XB is interest-only and receives interest
from all three underlying classes.
     
S&P reviewed the underlying transaction and affirmed or adjusted
its ratings on the underlying classes based on that review.  The
rating on each class issued by PRIME 2004-CL1A (except class XB)
is based on the current rating of the corresponding underlying
class.  The rating on class XB is based on the lowest of the
ratings on each of the underlying certificates.


                         Ratings Lowered

                         PRIME 2004-CL1A
             Pass-through certificates series 2004-CL1A

                                           Rating
                                           ------
           Class                     To              From
           -----                     --              ----
           B-2                       BBB-            A
           XB                        CCC             BBB

        Rating Lowered and Removed from Creditwatch Negative

                          PRIME 2004-CL1A
            Pass-through certificates series 2004-CL1A

                                          Rating
                                          ------
          Class                     To              From
          -----                     --              ----
          B-3                       CCC             B/Watch Neg

                          Rating Affirmed

                          PRIME 2004-CL1A
            Pass-through certificates series 2004-CL1A

                  Class                     Rating
                  -----                     ------
                  B-1                       AA


QUEBECOR WORLD: Catalyst Slashes Reclamation Claim to $1,852,016
----------------------------------------------------------------
Catalyst Paper (USA), Inc., informed the U.S. Bankruptcy Court for
the Southern District of New York that it has amended the amount
of its reclamation claim to $1,852,016 against Quebecor World Inc.
and its debtor-affiliates.

Catalyst formerly demanded a $8,388,821, reclamation claim on
goods it sold to the Debtors 20 days before the bankruptcy filing.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: Inks Two Master Lease Pacts with National City
--------------------------------------------------------------
Quebecor World (USA) Inc., entered into two prepetition master
lease agreements with National City Commercial Capital Company,
LLC.  National City asserts that the Debtor has defaulted under
the terms of the Master Lease Agreements.

Accordingly, National City asks the Court to compel the Debtor to
decide whether to assume or reject the Lease Agreement, and
compel the Debtor to pay $20,273 per month.

If the Debtor fails to deliver the amounts, National City asks
the Court to direct the Debtor to immediately deliver the
equipment subject to the Lease Agreement, or lift the automatic
stay, or award National City with an administrative claim for all
monies coming due postpetition.

Frank Peretore, Esq., at Peretore & Peretore, P.C., in Sparta,
New Jersey, tells the Court that National City has demanded
payments from the Debtor but the Debtor has not paid the demanded
amounts.  He asserts that if the Debtor does not decide whether
to assume or reject the Leases, National City will continue to be
irreparably harmed since the Debtor is using the leased equipment
yet not making the required monthly payments.

Aside from the $20,273 monthly payment, National City also seeks
payment of the rental for the use of the leased equipment, plus
counsel fees, taxes and late charges.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: Mulls $19.7 Mil. Expansion of Dubuque, Iowa Plant
-----------------------------------------------------------------
Quebecor World Dubuque Inc., proposed an approximately
$19,700,000 growth plan, including a 40,000-square foot addition
at its Kerper Boulevard plant, in Dubuque, Iowa, the Telegraph
Herald reported.  However, Dan McDonald at Greater Dubuque
Development Corp., told the newspaper that the expansion of the
Quebecor Plant is not expected to create jobs due to the
modernization of printing equipment.  

The report related that the Iowa Department of Economic
Development Board agreed to provide a $400,000, forgivable loan
and a $100,000, loan as state economic development assistance for
the project.  QWI Dubuque also received $249,483, in tax credits,
the report said.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: Signs $55 Mil. Printing Deal with Reader's Digest
-----------------------------------------------------------------
Quebecor World Inc. has reached a new multi-year agreement
valued at approximately $55 million with Reader's Digest
Association to print magazines and books for the New York-based
publisher.  The agreement includes renewal work on titles like
Family Handyman, Reader's Digest Large Print, Weekly Reader, QVC
books and Select Editions books.  The agreement also includes
significant new work for Quebecor World, including Weekly Reader
Current Events and Reader's Digest Milwaukee magazine.

"Our partnership with the Reader's Digest Association dates back
more than 30 years," said Jacques Mallette, President and CEO,
Quebecor World Inc.  "We are pleased that this agreement not only
continues our partnership but will further expand the scope and
scale of the services we provide to the Reader's Digest
Association."

"Our ability to serve the Reader's Digest Association through our
integrated Publishing Services Group allows us to deliver the
value and quality an industry publishing leader such as the
Reader's Digest Association demands," said Kevin J. Clarke,
President of Quebecor World's Publishing Services Group.  "This
successful partnership also shows the value of our strategy to
integrate our magazine, book and directory operations into a
single operating structure.  Innovative publishers like Reader's
Digest Association are increasingly serving their readers and
advertisers across these multiple media platforms."

Quebecor World's continental platform and full-service offering
provides added value to Reader's Digest.  The work will be
produced at Quebecor World's facilities in the United States and
Canada and Reader's Digest will benefit from Quebecor World's
leading Logistics Services to improve delivery and reduce postal
costs.

Al Perruzza, Senior Vice President of Global Operations at
Reader's Digest Association, said: "Quebecor World has
demonstrated continuing high levels of service, quality and value
over the many years we have been able to work with the company.  
We are pleased to renew and expand on this relationship, and look
forward to Quebecor World being a valued partner to us in the
years ahead."

                       About Reader's Digest

The Reader's Digest Association, Inc. (RDA) is a global
publisher and direct marketer of books, magazines and home
entertainment products that inform, entertain and inspire people
of all ages and cultures around the world.  The company publishes
92 magazines, including its flagship magazine -- Reader's Digest.  
RDA's corporate headquarters are located near Pleasantville, New
York.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


RESIDENTIAL CAPITAL: Appoints Thomas Marano as Chairman and CEO
---------------------------------------------------------------
GMAC Financial Services disclosed that Thomas Marano, non-
executive chairman of Residential Capital LLC is named ResCap
chairman and chief executive officer, effective immediately.  He
succeeds ResCap's CEO Jim Jones, who has elected to leave the
company.  

Mr. Marano will remain a Cerberus Capital Management L.P. employee
and be dedicated to ResCap to fulfill this role.  He will report
to GMAC CEO Alvaro de Molina.

"[Mr. Marano] brings extensive experience in the mortgage and
capital markets to ResCap at this critically important time for
the company," Mr. de Molina said.  "Under [Mr. Marano's]
leadership, ResCap will continue to execute our ongoing plan to
streamline the business and focus on core mortgage lending and
servicing businesses in the U.S. and select international
markets."

Mr. Marano was appointed to the ResCap board as non-executive
chairman in April 2008, at which time he also joined Cerberus as a
managing director.  Prior to this, Mr. Marano spent more than
25 years at Bear Stearns & Co., Inc., recently heading the
worldwide operations of mortgage trading and originations and
serving on the company's board of directors.

Additional management changes were disclosed and effective
immediately to further strengthen the ResCap leadership team.

   -- Joshua Weintraub, Cerberus employee and executive committee
      member of the ResCap board, will assume the role of ResCap
      vice chairman.

   -- Tony Renzi, chief operating officer of ResCap's U.S.
      Residential Funding Group, is named to the newly created
      position of ResCap chief operating officer.

   -- Jerry Lombardo, a Cerberus Operations employee, will join
      the company and lead the management of the Treasury function
      as treasury executive, succeeding Treasurer Bill Casey who
      has left the company.

   -- Thomas W. Neary has joined ResCap from Wells Fargo & Company
      as executive vice president and senior managing director of
      Capital Markets.

"These management moves will further bolster the leadership team
at ResCap and provide a diverse set of talents and skill sets as
we work to stabilize the company and weather the near-term market
challenges," Mr. de Molina said.  "As we make this transition, we
thank [Mr. Jones] for his leadership at ResCap in executing a
major restructuring of the business and managing efforts to reduce
risk and preserve liquidity."

In June, ResCap disclosed a comprehensive series of transactions,
which included extending unsecured debt maturities, renewing
critical funding lines and gaining additional liquidity support
from GMAC and its shareholders.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors          
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.

                          About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                            *     *     *

As disclosed in the Troubled Company Reporter on June 18, 2008,
Moody's Investors Service assigned ratings of Caa2 and Caa3 to
Residential Capital LLC (ResCap)'s senior secured and junior
secured bonds, respectively.  These bonds were issued as part of
ResCap's bond exchange which was completed on June 4, 2008.  The
ratings of ResCap's unsecured senior debt and unsecured
subordinate debt were affirmed at Ca and C, respectively.  Ratings
are under review for downgrade.  Separately the senior unsecured
rating of GMAC LLC was downgraded to B3 from B2 with a negative
outlook.

As disclosed in the Troubled Company Reporter on June 9, 2008,
Fitch Ratings has downgraded Residential Capital LLC's long- and
short-term Issuer Default Ratings to 'D' from 'C' following
completion of the company's distressed debt exchange.  Fitch has
also removed ResCap from Rating Watch Negative, where it was
originally placed on May 2.


REVE SPC: Moody's Cuts EUR10MM Notes Series 2007-3F2 Rating to Ba2
------------------------------------------------------------------
Moody's Investors Service downgraded the rating on these two notes
issued by REVE SPC Dryden:

Class Description: $8,000,000 Dryden XVII Rated Equity Notes,
Series 2007-3F1 (Segregated Portfolio Series 31) due 2017

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Baa3

Class Description: EUR10,000,000 Dryden XVII Rated Equity Notes,
Series 2007-3F2 (Segragated Portfolio Series 32) due 2017

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba2

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


REVE SPC: Moody's Cuts Rating on $3MM Dryden XVII Notes to B2
-------------------------------------------------------------
Moody's Investors Service downgraded the rating on this note
issued by REVE SPC Dryden:

  -- Class Description: $3,000,000 Dryden XVII Variable Spread
     Notes of Series 2007-2, Class E due March 20, 2017

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B2

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
securities.


RICHFX INC: Bought by ChannelAdvisor for $3 Million
---------------------------------------------------
E-commerce platform provider ChannelAdvisor disclosed that it has
won the bid to purchase RichFX Inc. for approximately $3 million,
the Triangle Business Journal reports.

RichFX filed for bankruptcy last March.  As reported in the
Troubled Company Reporter on March 27, 2008, RichFX's parent,
RichFX Ltd., was in receivership in Israel, and could not fund its
operations.  Stephen Smith, RichFX's chief executive officer,
stated that the Debtor was trying to sell its business for more
than a year.  However, buyers were discouraged by an ongoing
patent infringement litigation.

According to the Journal, ChannelAdvisor also revealed that it had
been negotiating with RichFX before the latter's bankruptcy.

Most of the Debtor's 40 employees have already joined
ChannelAdvisor, including former CEO Eoin Townsend, who joined the
online commerce firm as general manager, the Journal relates,
citing documents filed with the U.S. Bankruptcy Court for the
Southern District of New York.

ChannelAdvisor CEO Scot Wingo told the Journal that RichFX's
addition will provide ChannelAdvisor with new customers.

                      About ChannelAdvisor

Based in Morrisville, North Carolina, ChannelAdvisor --
http://www.channeladvisor.com/-- and its online E-commerce  
platforms combine best practices, innovative software and
integrated technology to help retailers maximize their profits
across multiple E-commerce channels -- including marketplaces like
eBay, Amazon.com and Overstock.com; comparison shopping sites like
Shopping.com, Shopzilla and Pricegrabber.com; and across all the
major search engines.

                          About RichFX

Based in New York City, RichFx Inc. -- http://www.richfx.com/--  
develops software to make online catalogs.  The company filed for
Chapter 11 bankruptcy on March 18, 2008 (Bankr. S.D.N.Y. Case No.
08-10942).  Joseph Thomas Moldovan, Esq., at Morrison Cohen LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million, and estimated
liabilities of $1 million to $10 million.


ROCK 2001-C1: Moody's Affirms Junk Rating on $4.5MM Class N Cert.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of 11 classes of ROCK 2001-C1, Series 2001-C1
Commercial Mortgage Pass-Through Certificates as:

  -- Class A-2, $531,771,423, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class B, $27,247,000, affirmed at Aaa
  -- Class C, $38,600,000, affirmed at Aaa
  -- Class D, $9,083,000, affirmed at Aaa
  -- Class E, $11,353,000, upgraded to Aaa from Aa1
  -- Class F, $15,894,000, upgraded to Aaa from Aa3
  -- Class G, $13,624,000, upgraded to Aa3 from A3
  -- Class H, $13,623,000, upgraded to A3 from Baa2
  -- Class J, $22,706,000, affirmed at Ba2
  -- Class K, $6,812,000, affirmed at Ba3
  -- Class L, $4,541,000, affirmed at B1
  -- Class M, $9,083,000, affirmed at B3
  -- Class N, $4,541,000, affirmed at Caa2

Moody's upgraded Classes E, F, G and H due to increased defeasance
and credit enhancement levels.

As of the July 10, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 21.1%
to $716.5 million from $908.2 million at securitization.  The
Certificates are collateralized by 97 mortgage loans ranging in
size from less than 1.0% to 12.7% of the pool, with the top 10
loans representing 46.2% of the pool.  The largest loan in the
pool has an investment grade underlying rating.  Thirty-seven
loans, representing 45.6% of the pool, have defeased and are
secured by U.S. Government securities.

Three loans have been liquidated from the trust resulting in an
aggregate realized loss of approximately $3.8 million.  Currently
there is one loan, representing 1.0% of the pool, in special
servicing.  Moody's estimates a loss of approximately $500,000
from this loan.  Thirteen loans, representing 9.8% of the pool,
are on the master servicer's watchlist.  The master servicer's
watchlist includes loans which meet certain portfolio review
guidelines established as part of the Commercial Mortgage
Securities Association's monthly reporting package.  As part of
our ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.  Not all loans on the watchlist are delinquent
or have significant issues.

Moody's was provided with full year 2007 operating results for
92.3% of the pool.  Moody's loan to value ratio (LTV) for the
conduit component is 84.9% compared to 80.0% at Moody's last full
review in February 2007 and 84.9% at securitization.

The loan with the underlying rating is the RREEF Portfolio Loan
($91.0 million -- 12.7%), which is secured by nine properties
totaling 3.7 million square feet.  The properties include
industrial (5), retail (2), multifamily (1) and office (1) and are
located in six states.  The portfolio was 90.7% occupied as of
December 2007, essentially the same as at last review.  The loan
is interest only for the full term.  Moody's current underlying
rating is Aaa, the same as at last review.

The three largest conduit loans represent 9.3% of the pool.  The
largest conduit loan is the IDT Building Loan ($26.6 million--
3.7%), which is secured by a 444,000 square foot Class B office
building located in downtown Newark, New Jersey.  The property is
100.0% leased to IDT Corporation through March 2020.  The loan is
coterminus with the lease.  Moody's LTV is 83.1% compared to 85.9%
at last review.

The second largest conduit loan is the Gables Stonebridge
Apartments Loan ($20.8 million--2.9%), which is secured by a 500-
unit Class A garden-style multifamily property located in Cordova,
Tennessee, a suburb of Memphis.  The property was 94.2% occupied
as of December 2007 compared to 97.8% occupied at last review.  
Performance has improved due to increased revenues.  Moody's LTV
is 88.2% compared to 108.8% at last review.

The third largest conduit loan is the Anchorage Business Park and
Distribution Center Loan ($19.5 million - 2.7%), which is secured
by two cross-collateralized and cross-defaulted industrial/office
properties located in Anchorage, Alaska.  The total complex
consists of 14 office buildings and three industrial buildings
totaling 477,000 square feet.  The overall occupancy was 96.1% as
of December 2007 compared to 85.3% at last review.  Moody's LTV is
53.7% compared to 56.5% at last review.


ROSEWIND PROPERTY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Rosewind Property Inc.
        114 Old Country Road, Suite 544
        Mineola, NY 11501

Bankruptcy Case No.: 08-73850

Chapter 11 Petition Date: July 18, 2008

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Sheldon M. Krupnick, Esq.
                  114 Old Country Road
                  Mineola, NY 11501

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


RUSSELL BOTTOMS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Russell P. Bottoms, Jr.
        254 Scottie Henson Lane
        Benton, KY 42025

Bankruptcy Case No.: 08-50681

Chapter 11 Petition Date: July 22, 2008

Court: Western District of Kentucky (Paducah)

Judge: Thomas H. Fulton

Debtor's Counsel: Mark C. Whitlow, Esq.
                  Whitlow, Roberts, Houston & Straub, PLLC
                  P.O. Box 995, 300 Broadway
                  Paducah, KY 42002-0995
                  Tel: (270) -443-4516
                  Fax: (270) 443-4571
                  (lhuff@whitlow-law.com)

Total Assets: $2,309,545

Total Debts: $1,424,174

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/KYwb08-50681.pdf


SANDISK CORP: Severe 2Q Operating Losses Cue S&P to Cut Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on Milpitas, California-based SanDisk
Corp. to 'B+' from 'BB-', based on the unexpected severity of
second-quarter operating losses and the company's expectation that
industry conditions will worsen in the near term.  Standard &
Poor's also revised the outlook to negative from stable.
     
The ratings reflect significant business risk stemming from a
narrow business profile, price volatility in the NAND flash memory
industry, and the substantial investment required to maintain
technology and cost leadership.  Substantial liquidity, stable
royalty income streams, and the risk and cost-sharing benefits of
the company's manufacturing joint ventures with Toshiba Corp.
offset company business risks.
     
SanDisk's market for flash-based memory cards and other consumer-
oriented applications continues to expand rapidly, although growth
decelerated in the June quarter.  Despite the growth, excess
supply of flash memory has caused annual megabyte price declines
of about 60% for the last three years.
     
The outlook on SanDisk is negative.  While adequate liquidity and
a good market position provide ratings support, the company's
excess inventories and weakened demand will sharply depress
earnings and cash flow for the near term.
     
"If the company cannot equalize demand and supply, it is likely to
continue to operate with negative discretionary cash flow," said
Standard & Poor's credit analyst Lucy Patricola.  If liquidity is
depleted to below $2 billion over the next two to three quarters,
we could lower the rating.
     
"Once the company's operating trends return to historical
averages, and leverage statistics recover to levels that are
commensurate with the rating, we could revise the outlook to
stable," she continued.


SCOTTISH RE: A.M. Best Cuts FS Rating to C(Weak) from C(Marginal)
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C-
(Weak) from C+(Marginal) and issuer credit ratings to "cc" from
"b-" of the primary operating insurance subsidiaries of Scottish
Re Group Limited (Cayman Islands).  Concurrently, A.M. Best has
downgraded the ICR to "c" from "cc" and most debt ratings of
Scottish Re.  A.M. Best also has affirmed the remaining debt
ratings of Scottish Re and Scottish Holdings Statutory Trust II
and III.  All ratings have been removed from under review with
negative implications and assigned a negative outlook.

These rating actions reflect A.M. Best's opinion that Scottish
Re's financial position and liquidity have continued to
deteriorate since A.M. Best's last review.  The company's recently
filed 10-K indicated severely strained liquidity and a further
weakening in its capital position.  The rating downgrades also
reflect A.M. Best's concerns with the ongoing pricing, volatility,
valuation and default risk in the mortgage-backed securities
market, which have resulted in a substantial negative impact on
Scottish Re's consolidated balance sheet.

In its year-end 2007 10-K filing, Scottish Re reported significant
impairments to its subprime and Alt-A asset portfolio valued at
roughly $780 million, with an additional first quarter 2008
impairment estimated of about $752 million.  The company indicated
that a large portion of the impairment charges were in two of its
three securitization structures, Ballantyne Re plc and Orkney Re
II plc.  While these securitization structures are without
recourse to Scottish Re, they are consolidated in its financial
statements under U.S. GAAP, and changes in the fair value of
investments can negatively impact its reported financial results
as well as the statutory reserve credit that Scottish Re (U.S.),
Inc is able to recognize for these transactions.  As a result of
the fair value declines in the subprime and Alt-A securities,
Scottish Re's statutory capital position and its ability to
continue to take reserve credits for the reinsurance ceded to
Ballantyne Re and Orkney Re II has been significantly reduced.

At year-end 2007, reserves at Scottish Re (U.S.) Inc. were
required to be strengthened by $208 million, which adversely
impacted the group's liquidity position.  A.M. Best notes that the
recently completed sale of its life reinsurance international
(U.K) segment affords additional short-term liquidity but believes
that Scottish Re's liquidity position continues to be strained.
A.M. Best believes Scottish Re would face significant challenges
in raising additional capital or securing letters of credit at
this time.  While Scottish Re has documented a very comprehensive
strategic plan to ensure longer-term financial flexibility, any
variation from the stated timelines documented by the company may
result in exhaustion of its liquidity by first quarter 2009 or
sooner.  This would result in a likely need for Scottish Re to
file for bankruptcy protection and creates an elevated risk for
insolvency.

The outlook will remain negative while A.M. Best obtains further
clarity on the performance of the company's subprime and Alt-A
mortgage-backed portfolios and assesses the impact of the revised
strategy on Scottish Re's balance sheet.  In addition, A.M. Best
will monitor the disposition of the company's wealth management
segment, the disposition of other key life reinsurance segments
and their overall impact to the financial strength of Scottish Re.
A.M. Best believes that the sale of Scottish Re's North American
life reinsurance segment is integral to the ability of the
organization to remain as an ongoing viable entity.

The FSR has been downgraded to C-(Weak) from C+(Marginal) and ICRs
to "cc" from "b-" for the following primary operating subsidiaries
of Scottish Re Group Limited:

  -- Scottish Annuity & Life Insurance Company (Cayman) Ltd.
  -- Scottish Re (U.S.), Inc.
  -- Scottish Re Life Corporation
  -- Orkney Re, Inc.

The ICR has been downgraded to "c" from "cc" for Scottish Re Group
Limited.

This debt rating has been downgraded:

Stingray Pass-Though Trust—
  -- to "c" from "b-" on $325 million 5.902% senior secured pass-
      through certificates, due 2012

These indicative ratings have been downgraded:

Scottish Re Group Limited—
  -- to "c" from "cc" on senior unsecured debt
  -- to "c" from "cc" on subordinated debt

This debt rating has been affirmed:

Scottish Re Group Limited—
  -- "d" on $125 million non-cumulative preferred shares

These indicative ratings have been affirmed:

Scottish Re Group Limited—
  -- "c" on preferred stock

Scottish Holdings Statutory Trust II and III—
  -- "c" on preferred securities


SEDONA 2005-1: Moody's Junks Rating on $9MM Class B3-LEK Notes
--------------------------------------------------------------
Moody's Investors Service downgraded this rating on Sedona 2005-1
Class B3-LEK Series 17:

Class Description: $9,00,000 Class B3-LEK Secured Limited
     Recourse Floating Rate Credit-Linked Notes due Sept. 20, 2010

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa2

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


SEDONA 2005-2: Moody's Junks Ratings on Notes with A3 Prior Rating
------------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by Sedona
2005-2 Series 18:

  -- Class Description: $4,00,000 Class A6-Fl Seceured Limited
     Recourse Floating Rate Credit Linked Notes due Dec. 20, 2012

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B3

  -- Class Description: $20,00,000 Class A7-Fl Seceured Limited
     Recourse Floating Rate Credit Linked Notes due Dec. 20, 2012

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa1

  -- Class Description: $3,500,000 Class A7-FCl Seceured Limited
     Recourse Floating Rate Credit Linked Notes due Dec. 20, 2012

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa1

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.


SEDONA 2005-1: Moody's Cuts Rating on $2MM Class A3-LK Notes
------------------------------------------------------------
Moody's Investors Service downgraded this rating on Sedona 2005-1
Class A3-LK Series 16:

  -- Class Description: $2,000,000 Class A3-LK Secured Limited
     Recourse Floating Rate Credit-Linked Notes due Sept. 20, 2010

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B3

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.


SEDONA 2005-1: Moody's Cuts Class A3-F Notes Rating by 9 Notches
----------------------------------------------------------------
Moody's Investors Service downgraded this rating on Sedona 2005-1
Class A3-F Series 15:

Class Description: $10,000,000 Class A3-F Secured Limited Recourse
Fixed Rate Credit-Linked Notes due Sept. 20, 2010

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B3

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.


SEMGROUP LP: Court OKs Use of Cash Collateral, First Day Motions
----------------------------------------------------------------
SemGroup L.P. received approval from the U.S. Bankruptcy Court for
the District of Delaware of its essential initial motions
requesting relief, including authorization to use cash collateral.

The use of cash collateral will enable SemGroup to utilize
existing cash and cash generated through normal business
operations to meet its obligations post-Chapter 11 filing,
including trade payables and wages and benefits.  SemGroup's bank
lenders have also approved the use of cash collateral.
   
Meanwhile, SemGroup is continuing its negotiations with lenders to
secure sufficient debtor-in-possession financing.  The company
anticipates obtaining a DIP facility within a week of the
Chapter 11 filing, which occurred on July 22, 2008.
   
The Court also approved SemGroup's initial request for $50 million
to support its Supplier Protection Program.  Under the Program,
certain suppliers who contractually commit to continue doing
business with SemGroup, on the same terms as before the Chapter 11
filing, will be eligible to receive full payment, as due, for
goods and services that were delivered before the filing, but for
which the supplier has not yet been paid.
   
In addition, the company received the following approvals to
ensure business as usual during its restructuring.  The ability
for SemGroup to:
   
   -- manage its Supply Chain by continuing to pay trade vendors
      in the ordinary course of business;

   -- reimburse employees for business-related expenses; and

   -- pay certain shipping and related obligations without
      interruption.
   
"The approval of these motions will provide critical relief to our
employees, customers and suppliers," Terry Ronan, acting president
and CEO of SemGroup, said.  "They help ensure that we will be able
to operate our business as usual as we undertake our
reorganization to maximize value for our creditors."

                      About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream    
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.: 08-
11525) These represent the Debtors' restructuring efforts: John H.
Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq. at
Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.  Margot B.
Schonholtz, Esq. and Scott D. Talmadge, Esq. at Kaye Scholer LLP;
and Laurie Selber Silverstein Esq. at Potter Anderson & Corroon
LLP represent the Debtors' prepetition lenders.  The Debtors'
consolidated, unaudited financial conditions as of June 30, 2007,
showed $5,429,038,000 in total assets and $5,033,214,000 in total
debts.  In their petition, they showed more than $1,000,000,000 in
estimated total assets and more than $1,000,000,000 in total
debts.


SEMGROUP LP: Fitch Cuts, Withdraws Ratings After Bankruptcy Filing
------------------------------------------------------------------
Fitch Ratings has downgraded the ratings of SemGroup, L.P.,
SemCrude L.P, and SemCAMS Midstream Co. and simultaneously
withdrawn all ratings.  Ratings affected by this action are:

These ratings are being withdrawn:

SemGroup, L.P.
SemCrude, L.P.
SemCAMS Midstream Co.

  -- Issuer default Rating D

Fitch Ratings has downgraded, removed from Rating Watch Negative,
and simultaneously withdrawn these:

SemGroup, L.P.
  -- Senior unsecured to 'C' from'B/RR3'.

SemCrude L.P.
  -- Senior secured working capital facility to 'CCC' from
     'BB-/RR1';

  -- Senior secured revolving credit facility to 'CC' from
     'B+/RR1';

  -- Senior secured term loan B to 'CC' from 'B+/RR1'.

SemCAMS Midstream Co. (SemCAMS)
  -- Senior secured working capital facility to 'CCC' from
     'BB-/RR1';

  -- Senior secured revolving credit facility to 'CC' from
     'B+/RR1';

  -- Senior secured term loan B to 'CC' from 'B+/RR1'.

On July 22, 2008, SemGroup, LP and its major domestic wholly-owned
subsidiaries filed a petition for bankruptcy under Chapter 11
reflecting severe liquidity strains following a spike in crude oil
prices.  The company is seeking buyers for its assets and does not
appear likely to emerge from bankruptcy.  Additional news
disseminated from the company and media reports highlight large
losses in trading positions which have subsequently been closed,
sold, or transferred to other parties as well as previously
undisclosed exposures to an affiliate of the company's co-founder
and former chief executive officer.  

At this time, Fitch is unable to evaluate, with any precision,
estimated recovery levels on the various facilities and
instruments in the capital structure. Consequently, no recovery
ratings are assigned.  To date, the company has not obtained
debtor-in-possession financing, restricting ongoing business
activities and impairing realizable asset values from potential
sales.  Bank facility and debt instrument ratings reflect their
relative ranking in the capital structure and/or their collateral
position.  Fitch believes recovery prospects for the SemGroup LP
senior unsecured noteholders are extremely poor.  A protracted
bankruptcy proceeding appears likely.

SemGroup is a privately held midstream energy partnership focused
primarily on providing gathering, transportation, processing, and
marketing services for crude oil and refined products in the U.S.
Midcontinent region and Canada.  Additionally, through its
SemMaterials subsidiary, SemGroup stores, transport and markets
asphalt and asphalt products in the United States and Mexico.


SEMGROUP LP: Voluntary Ch. 11 Filing Cues Moody's to Junk Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded SemGroup, L.P.'s Corporate
Family Rating to Ca from Caa2, its Probability of Default Rating
to D from Caa3, its senior unsecured rating to C (LGD 5; 86%) from
Ca (LGD 4; 69%), and its first secured bank facilities to Caa3
(LGD 3; 38%) from B3 (LGD 2; 21%).  These actions affect rated
cross guaranteed debt at parent SemGroup and its subsidiaries
SemCams Holding Company and SemCrude, L.P.

The downgrades reflect that on July 22, 2008 SemGroup, L.P. filed,
on behalf of itself and most of its subsidiaries, voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware.

The ratings had been under review for downgrade, with the new
ratings being Moody's final ratings for the company.  These
ratings will be withdrawn in the near future due to the
bankruptcy.

More specifically, the ratings affected include:

At parent SemGroup, L.P.:

  -- Corporate Family rating: Ca
  -- Probability of Default Rating: D
  -- Guaranteed senior unsecured notes: C

At wholly-owned SemCrude, L.P.:

  -- Senior secured working capital facility: Caa3
  -- Senior secured bank revolver: Caa3
  -- Senior secured term loan: Caa3

At wholly-owned SemCams Holding Company:

  -- Senior secured working capital facility: Caa3
  -- Senior secured bank revolver: Caa3
  -- Senior secured term loan: Caa3

Moody's first downgraded SemGroup's ratings on July 17, 2008 after
receiving SemGroup's May 2008 consolidating financial statements
on July 15, 2007.  The ratings were downgraded again on July 21,
2008 to the most recent level.  Subsequently, SemGroup filed for
Chapter 11 bankruptcy protection.

The bankruptcy filing documents brought to light additional
hedging liabilities that had not been reflected in SemGroup's
liability structure at the time of the July 21, 2008 downgrades,
which had assumed a 35% loss for the consolidated liabilities.  In
light of the new information, the expected consolidated loss was
increased to 50%.

The large majority of the firm's assets include accounts
receivable, inventories, cash margin deposits, and balance sheet
cash, with a minority of assets being in the fixed asset category.  
The fixed assets consist of logistical assets that support the
movement of crude oil and refined products from point of
production to consuming regions.

SemGroup, L.P. is headquartered in Tulsa, Oklahoma.


SEMGROUP LP: Bankruptcy Filing Cues Fitch to Put Default Ratings
----------------------------------------------------------------
Fitch Ratings has lowered the Issuer Default Ratings of SemGroup,
L.P., SemCrude L.P, and SemCAMS Midstream Co. to 'D' following the
bankruptcy petition by SemGroup and most of units on July 22,
2008.  These ratings are removed from Rating Watch where they were
placed on July 17, 2008.  The bank facility and securities ratings
of SemGroup and units remain on Rating Watch Negative pending a
review of the bankruptcy court petition. Ratings affected by this
action are:

SemGroup, L.P.
SemCrude, L.P.
SemCAMS Midstream Co.
  -- IDR lowered to 'D' from 'B-'.

Ratings remaining on Rating Watch Negative
SemGroup, L.P.
  -- Senior unsecured 'B/RR3'.

SemCrude L.P.
  -- Senior secured working capital facility 'BB-/RR1';
  -- Senior secured revolving credit facility 'B+/RR1';
  -- Senior secured term loan B 'B+/RR1'.

SemCAMS Midstream Co. (SemCAMS)
  -- Senior secured working capital facility 'BB-/RR1';
  -- Senior secured revolving credit facility 'B+/RR1';
  -- Senior secured term loan B 'B+/RR1'.

SemGroup is a privately held midstream energy partnership focused
primarily on providing gathering, transportation, processing, and
marketing services for crude oil and refined products in the U.S.
Midcontinent region and Canada.  SemGroup Energy Partners, L.P., a
publicly traded Master Limited Partnership affiliate, was not
included in the bankruptcy petition and is not rated by Fitch.


SERVICEMASTER CO: Moody's Assigns B3 Rating to $1.15BB Notes
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the
$1.15 billion of senior toggle notes due 2015 of The ServiceMaster
Company and affirmed the B2 Corporate Family Rating.  The rating
outlook is stable.

In July 2007, ServiceMaster was acquired by an investment group
led by Clayton, Dubilier & Rice, Inc. (CD&R) for a total
enterprise value of approximately $5.2 billion, including the
assumption of existing debt and related fees and expenses.  The
leveraged buyout financing package included a $2.65 billion senior
secured term loan, a $1.15 billion senior unsecured bridge
facility and an equity contribution of approximately $1.43
billion.  The terms of the $1.15 billion bridge facility provided
that if the facility was not refinanced within 365 days after the
closing of the buyout, outstanding bridge loans will convert into
senior notes.  In July 2008, the $1.15 billion senior unsecured
bridge facility converted into 10.75%/11.50% Senior Toggle Notes
due 2015 in an equivalent aggregate principal amount.

ServiceMaster's B2 Corporate Family Rating is constrained by weak
financial strength metrics, a challenging environment for consumer
spending, continued weakness in the residential real estate market
and cost pressures from rising petroleum and health care costs.  
The ratings are supported by the company's leading market
positions and brands in large end-markets, favorable geographic
and service line diversification, moderate profitability
improvements and good liquidity.  Adjusted EBITDA improved during
2007 and the first quarter of 2008 as cost cutting, efficiency and
customer retention initiatives as well as improved pricing offset
pressure from declining new account growth and rising input costs.

Moody's took this rating actions:

  -- Assigned $1.15 billion 10.75%/11.50% Senior Toggle Notes due
     2015, B3 (LGD 5, 73%)

  -- Withdrew $1.15 billion senior unsecured interim term loan
     facility, B3 (LGD 5, 73%)

  -- Affirmed $2.65 billion senior secured term loan B due 2014,
     B1 (LGD 3, 34%)

  -- Affirmed $500 million senior secured revolving credit
     facility due 2013, B1 (LGD 3, 34%)

  -- Affirmed $150 million senior secured synthetic letter of
     credit facility due 2014, B1 (LGD 3, 34%)

  -- Affirmed $80 million senior unsecured notes due 2018,
     Caa1(LGD 6, 95%)

  -- Affirmed $195 million senior unsecured notes due 2027,
     Caa1(LGD 6, 95%)

  -- Affirmed $83 million senior unsecured notes due 2038, to
     Caa1(LGD 6, 95%)

  -- Affirmed Corporate Family Rating, B2
  -- Affirmed Probability of Default Rating, B2
  -- Affirmed Speculative Grade Liquidity Rating, SGL-2

Headquartered in Memphis, The ServiceMaster Company is a leading
provider of outsourcing services to residential and commercial
customers, primarily in the United States.  Its services include
lawn care, landscape maintenance, termite and pest control, home
warranty, disaster response and reconstruction, cleaning and
disaster restoration, house cleaning, furniture repair, and home
inspection.  For the 12 months ended March 31, 2008, the company
reported revenue of approximately $3.3 billion.


SHEFFIELD CDO II: Moody's Junks Rating on Class C Notes Due 2051
----------------------------------------------------------------
Moody's Investors Service downgraded rating on this note issued by
Sheffield CDO II, Ltd.

  -- Class Description: $19,500,000 Class C Deferrable Interest
     Secured Floating Rate Notes due 2051

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

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


SHORELAND DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Shoreland Development, LLC
        P.O. Box 1052
        Portland, ME 04104
        Tel: (207) 780-9994

Bankruptcy Case No.: 08-20844

Related Information: Bruce K. Brown, III, managing member, filed
                     the petition on the Debtor's behalf.

Chapter 11 Petition Date: July 21, 2008

Court: Maine (Portland)

Debtor's Counsel: D. Sam Anderson, Esq.
                  (sanderson@bernsteinshur.com)
                  Bernstein Shur Sawyer & Nelson
                  100 Middle St., West Tower
                  Portland, ME 04101
                  Tel: (207) 774-1200
                  Fax: (207) 774-1127

Estimated Assets: $1 million to $10 million

Estimted Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/MEb08-20844.pdf


STEVE & BARRY'S: Sears, GAP Interested in Buying Assets, WSJ Says
-----------------------------------------------------------------
Steve & Barry's, LLC, and its debtor-affiliates did not disclose
potential buyers for all or substantially all of its assets in
papers filed to the United States Bankruptcy Court for the
Southern District of New York.

However, The Wall Street Journal reported that Sears Holding
Corp. and Gap Inc. have expressed interest in the Debtors, or at
least some of its brands.

"Steve & Barry's has discussed the sale of its operations with
[Sears and Gap], but no deal has been made," reports Vicki M.
Young of Footwear News.

The company is continuing to talk with potential suitors, says
newsday.com.

               Celebrity License Battle Could Ensue

According to Ms. Young, a liquidation of the Debtors could
initiate some high-profile jousting over the company's celebrity
licenses, including Sarah Jessica Parker's "Bitten."

"Most license agreements contain a bankruptcy clause in the
contract that allows the licensor to opt out of the agreement if
there is a bankruptcy filing," said Mort Gordon, a licensing
agent and principal in TGL Licensing and MG Enterprises, says the
report.  "If that right isn't exercised, the license is typically
treated as an asset for the benefit of creditors."

But Lawrence Gottlieb, chair of the bankruptcy restructuring
practice at the law firm of Cooley Godward Kronish, said,
bankruptcy courts, in general, have ruled the opt-out clauses to
be unenforceable and treat licenses as assets of the estate.

Alan Behr, a partner at Alston & Bird specializing in
intellectual property, said, "The licensor can try to make an
issue if it is not satisfied with the proposed substitute
licensee.  They can claim it is hard to get the right licensee,
as well as hardship to the brand if the wrong one is given the
license."

Aside from its license agreement with Ms. Parker, the Debtors have
celebrity and media licensing arrangements with Amanda Bynes,
Venus Williams and CBS Consumer Products.  WSJ said the licensing
payments cut into the company's profit margins.

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.

(Steve & Barry's Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


SPRINT NEXTEL: Selling Towers to TowerCo LLC for $670 Million Cash
------------------------------------------------------------------
Sprint Nextel disclosed an agreement to sell approximately
3,300 towers to TowerCo LLC for approximately $670 million in
cash.

The Wall Street Journal stated that Sprint will use the proceeds
of the sale to pay down some of its $24 billion in debt.  

In a press statement, Sprint indicated that it has also entered
into a long term leasing agreement where TowerCo will provide
Sprint Nextel with wireless communications towers to support the
company's CDMA, iDEN and WiMAX networks.

"By leasing rather than owning these network facilities, we can
better focus on our core business of providing communications
services to consumers, businesses and government customers," said
Bob Azzi, senior vice president, Field Engineering and Operations,
Sprint Nextel.  "Significantly, this transaction provides Sprint
Nextel with additional liquidity which gives us greater
flexibility in managing our company."

"These are great towers concentrated in large metropolitan markets
throughout the U.S. and will benefit as wireless communications
continue to grow," said Richard Byrne, TowerCo's CEO.

The specific number of towers and final purchase price will be
determined at closing.  The transaction, subject to customary
closing conditions, is expected to close in 90 days.

The company stated that equity financing for this transaction will
be provided by Tailwind Capital, Soros Strategic Partners II LP,
Stone Tower Equity Partners and Vulcan Capital.

In this transaction, Sprint Nextel was advised by Wachovia Capital
Markets LLC, Citi and the law firm of Jones Day.  TowerCo was
advised by UBS Investment Bank and the law firm of Paul Weiss
Rifkind, Wharton and Garrison LLP.

The Journal, citing people familiar with the situation, said that
Sprint is also considering other alternatives such as a sale or
spinoff of its Nextel unit, but hasn't determined whether to
pursue the plan or not.

WSJ, citing Stifel Nicolaus analyst Chris King, stressed that
Sprint is looking at all of its assets and if something is deemed
nonstrategic, it's on the short list for Sprint at this point.

                         About TowerCo LLC

Headquartered in based in Cary, North CArolina, TowerCo LLC --
http://www.towerco.com/-- was founded in 2004 by Tailwind Capital  
and industry veterans Richard Byrne, chief executive officer, and
Scot Lloyd, chief operating officer, to meet the infrastructure
needs of wireless service providers by developing, owning and
leasing communication towers.  Soros Strategic Partners invested
in TowerCo in December 2005.  TowerCo has exclusive contracts to
build towers directly for carriers throughout the U.S.

                      About Sprint Nextel
        
Sprint Nextel Corp. -- http://www.sprint.com/-- offers a          
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

                          *     *     *

As reported in the Troubled Company Reporter on May 2, 2008,
Standard & Poor's Rating Services lowered its corporate credit and
senior unsecured ratings on Sprint Nextel Corp. to 'BB' from
'BBB-' and removed the ratings from CreditWatch with negative
implications.  The outlook is stable.


STEVE & BARRY'S: Trustee Appoints Unsecured Creditors Committee
---------------------------------------------------------------
Diana G. Adams, United States Trustee for Region 2, has appointed
these seven members to the Official Committee of Unsecured
Creditors of the Chapter 11 cases of Steve & Barry's, LLC, and its
debtor-affiliates:

   (1) Simon Property Group, Inc.
       225 West Washington St.
       Indianapolis, Indiana
       Attn: Ronald M. Tucker
       (312) 263-2346

   (2) General Growth Properties, Inc.
       110 N. Wacker Drive
       Chicago, Illinois
       Attn: Julie Minnick Bowden
       (312) 960-2707

   (3) Texport Syndicate (India) Ltd.
       Plot No. 6, F-11/12
       Western Ind. Co-Op Estate
       OPP. Speez, M.I.D.C.
       Andheri (E), Mumbai-400 093, India
       Attn: Anuj Goenka
       91-22-30809500

   (4) JJ Garment
       Room 801, No. 251 Xiaomuqiao Rd.
       Shanghai, China, PRC
       Attn: Joanna Wu
       00-86-13817833271

   (5) AGI Logistics Corporation
       World Headquarters
       230-59 International Airport Ctr Blvd.
       Jamaica, New York
       Attn: Scott Ornstein, COO
       (718) 528-1200

   (6) Gildan Active SRL
       Gildan House, #34 Warrens Industrial Park
       Warrens, St. Michael 22026, Barbados
       Attn: Gilles Leger
       (246) 367-4015

   (7) American Express
       200 Vessry St.
       New York, New York
       Attn: James Salvato
       (212) 640-7240

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.

(Steve & Barry's Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


SUMMA LLC: Chapter 11 Case Summary and Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: Summa, LLC
        251 South Union
        Springfield, MO 65802

Bankruptcy Case No.: 08-61351

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

Chapter 11 Petition Date: July 23, 2008

Court: Western District of Missouri (Springfield)

Debtor's Counsel: M. Brent Hendrix, Esq.
                  (brenthendrix@sbcglobal.net)
                  P.O. Box 3373
                  Springfield, MO 65808
                  Tel: (417) 889-8820
                  Fax: (417) 889-3493

Estimated Assets: $0 to $50,000

Estimted Debts: $1 million to $10 million

List of the Debtor's Largest Unsecured Creditor:

   Creditor                   Nature of Claim    Claim Amount
   --------                   ---------------    ------------
   Village Bank               unliquidated         $1,400,000
   2360 E. Sunshine
   Springfield, MO 65804


TEMPLE BETH: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Temple Beth Haverim
        29900 Ladyface Court
        Agoura Hills, CA 91301

Bankruptcy Case No.: 08-15138

Type of Business: The Debtor is a conservative synagogue
pledged                   
                  to serving the spiritual, cultural, educational
                  and social needs of its congregation and the
                  community. See http://www.templebethhaverim.org/

Chapter 11 Petition Date: July 22, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Craig M Rankin, Esq.
                  Email: cmr@lnbrb.com
                  10250 Constellation Blvd., Suite 1700
                  Los Angeles, CA 90067

Total Assets: $4,651,525

Total Debts:  $7,429,885

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

             http://bankrupt.com/misc/cacb08-15138.pdf


TOLLIVER SWALLOW: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------------
Debtors: Tolliver Gene Swallow
         aka T.G. Swallow
         aka Tolly Swallow
         Sharon A. Swallow
         1230 Red Ash Lane
         Boulder, CO 80303

Bankruptcy Case No.: 08-20641

Chapter 11 Petition Date: July 22, 2008

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Debtors' Counsel: Jeffrey Weinman, Esq.
                  Email: jweinman@epitrustee.com
                  730 17th Street, Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010

Estimated Assets: $1 million to $10 million

Estimated Debts:  $50,000 to $100,000

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

             http://bankrupt.com/misc/cob08-20641.pdf


TOUSA INC: Wants Court to Pool Appeals on Cash Collateral Order
---------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of Florida to consolidate the
appeals of Wells Fargo Bank N.A., and the Noteholders pursuant
to Rule 7042 of the Federal Rules of Bankruptcy Procedure and
Rule 42(a) of the Federal Rules of Civil Procedure.

As reported in the Troubled Company Reporter on July 21, 2008,
Wells Fargo Bank N.A., and certain noteholders took an appeal to
the Court from Judge Olson's June 20, 2008, approval of a
stipulated Final Cash Collateral Order.

Aurelius Capital Master Ltd., Aurelius Capital Partners LP, GSO
Special Situations Fund L.P., GSO Special Situations Overseas
Master Fund Ltd., GSO Credit Opportunities Fund (Helios) L.P.,
and Carlyle Strategic Partner, filed with the Court their list of
designated of items for inclusion in the record of appeal on
July 18, 2008.  Wells Fargo Bank, N.A., filed its own designation
of items for appeal on July 21.

The Designated Items List were in compliance with the Bankruptcy
Court's directive.  

The Debtors maintain that the Appeals arise from the same
contested matter -- the Cash Collateral Order and the Appellants'
objections.  The Debtors believe that keeping the Appeals
separate will unnecessarily duplicate the appellate proceedings,
increase costs and reduce efficiency for them, the Court, and
other parties-in-interest.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida contends that the Designation of Items for Appeal and the
Statement of Issues to be presented on appeal filed by the
Appellants with the Bankruptcy Clerk are similar, and the
resolution of the Appeals involves considerations and
determinations of similar underlying issues.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is the Debtors' independent
auditor and tax services provider.  Kurtzman Carson Consultants
LLC acts as the Debtors' Notice, Claims & Balloting Agent.  The
Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.  TOUSA Inc.'s financial
condition as of Sept. 30, 2007, showed total assets of
$2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated detailed balance sheet as of Feb. 29, 2008 showed
total assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires October 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRIPLE S: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Triple S Forest Products Inc.
        9416 Il Route 125
        Beardstown, IL 62618

Bankruptcy Case No.: 08-71757

Type of Business: The Debtor is in the manufacturing and
                  industrial supplies business.

Chapter 11 Petition Date: July 22, 2008

Court: Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Michael J. Logan, Esq.
                  Email: mikeloganlaw@netzero.net
                  837 S. Fourth Street
                  Springfield, IL 62703
                  Tel: (217) 522-8880

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


TRITON AVIATION: Fitch Keeps 'C/DR6' Ratings on Four Note Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed Triton Aviation Finance as:

  -- Class A-1 notes affirmed at 'BB-';
  -- Class B-1 notes remain at 'C/DR6';
  -- Class B-2 notes remain at 'C/DR6';
  -- Class C-1 notes remain at 'C/DR6';
  -- Class C-2 notes remain at 'C/DR6'.

Fitch's analysis incorporated expected cash flow to be available
to the trust over the remaining life of the transaction.  This
expectation is based on several factors including aircraft age,
current portfolio value, potential lease rates, and perceived
liquidity of the portfolio.  Lease rate and portfolio value
expectations have been updated to reflect Fitch's views on certain
aircraft given the aviation market volatility and significantly
elevated fuel prices.

Triton was affirmed as it was found to have credit support
consistent with its current ratings.


TULLY'S COFFEE: Says 10-K Filing with the SEC Will be Delayed
-------------------------------------------------------------
Tully's Coffee Corp. disclosed in a regulatory filing with the
U.S. Securities and Exchange Commision that the company's annual
report on Form 10-K could not be filed within the prescribed time
period because information necessary for the filing of a complete
and accurate report could not be gathered without unreasonable
effort and expense.

                       About Tully's Coffee

Headquartered in Seattle, Tully's Coffee Corporation --
http://www.tullys.com/-- is a specialty retailer and wholesaler    
of fully handcrafted roasted, gourmet coffees.  

                          *     *     *

As reported in the Troubled Company Reporter on April 29, 2008,
Tully's Coffee Corp.'s consolidated balance sheet at Dec. 30,
2007, showed $19.3 million in total assets, and $29.6 million in
total liabilities, resulting in a $10.3 million stockholders'
deficit.


US XPRESS: Moody's Cuts Ratings to B3 with Negative Outlook
-----------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of U.S. Xpress Enterprises Inc. to
B3 from B2 and changed the ratings outlook to negative from
stable.  The downgrades reflect a lower margin level than was
originally expected when the company completed its going-private
transaction in September 2007.  The downgrades also reflect a
reduced amount of liquidity than was anticipated when the B2
corporate family and probability of default ratings were assigned.  
Driving the margin under performance has been elevated fuel prices
and higher purchased transportation expense, and driving the
reduced liquidity level has been increased accounts receivables,
due to rising fuel prices.

The negative outlook reflects Moody's view that the U.S. economy
will remain soft and fuel prices will continue to increase, albeit
at a more moderated pace, in the second half of 2008, raising the
risk that margins will remain pressured and that working capital
increases will continue to be a drag on liquidity.  Additionally,
in the fourth quarter of 2008, the company's bank credit facility
maximum leverage covenant ratio test level steps down to 4.5 times
from 5.0 times; depending on the second half of 2008 performance,
the amount of headroom under the maximum leverage ratio test could
be tight.  Should fuel price increases mitigate and prospective
ability to comply with bank facility covenant tests improve, the
negative outlook could stabilize.  Conversely, should the amount
of available liquidity materially diminish or the likelihood of a
credit facility covenant breach grow, the ratings could be
downgraded further.

In addition to the aforementioned, these ratings changes have
occurred:

  -- $50 million senior secured revolving credit facility due
     October 2012 to B2 LGD 3, 43% from B1 LGD 3, 43%

  -- $170 million senior secured term loan due October 2014 to B2
     LGD 3, 43% from B1 LGD 3, 43%

Headquartered in Chattanooga, Tennessee, U.S. Xpress Enterprises
Inc., a Nevada Corporation, provides truckload transportation
services in North America, including line-haul, dedicated and
inter-modal freight services.  The company had 2007 revenues of
approximately $1.6 billion.


UAL CORP: United Agrees with IAM on Voluntary Early Out Program
---------------------------------------------------------------
UAL Corporation's unit, United Airlines Inc., and the
International Association of Machinists (IAM) have come to an
agreement on an opportunity for eligible customer service and ramp
employees to voluntarily separate from the company.  The program
will be available for up to 400 customer service and ramp
employees.

Employees who are at least 45 years old and have at least 15 years
of service with the company as of September 7, 2008 will be
eligible to participate.  Participants will be entitled to
severance payments based on years of service and retiree travel
benefits.

"As we move forward with our previously announced capacity
reductions, this agreement with the IAM will assist us in
mitigating the impact of involuntary furloughs on our IAM
employees," said Scott Dolan, senior vice president – Airport
Operations and Cargo for United.

United will continue to explore viable alternatives to furloughs
as a result of capacity reductions with all unions representing
its employees.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 161; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or      
215/945-7000)

                         *     *     *

The Troubled Company Reporter said on June 2, 2008, that Fitch
Ratings has revised the Rating Outlook for UAL Corp. and its
principal operating subsidiary United Airlines, Inc. to Negative
from Stable.  Debt ratings for both entities have been affirmed
as: UAL & United Issuer Default Ratings at 'B-'; United's secured
bank credit facility (Term Loan and Revolving Credit Facility) at
'BB-/RR1'; and Senior unsecured rating for United at 'CCC/RR6'.

The TCR said on July 22, 2008, that Moody's Investors Service
lowered the Corporate Family and Probability of Default ratings of
UAL Corp. (United) to Caa1 from B2, the secured bank debt rating
to B3 from B1 and certain tranches of the Enhanced Equipment Trust
Certificates (EETC) of United Airlines, Inc. (United Airlines).  
Moody's affirmed the SGL-3 Speculative Grade Liquidity Assessment.  
The rating outlook is negative.


UAL CORP: JPMorgan Analyst Sees Disclosure of $1 Billion Cash Call
------------------------------------------------------------------
Jim Baker, an analyst for J.P. Morgan Securities, disclosed on
July 18, 2008, that there were anticipated "significant" capital
disclosures from UAL Corp., for as much as $1,000,000,000.  UAL
was expected to disclose a $1,000,000,000 "cash call", in the form
of a large debt offering or emergency funding from banks to follow
similar borrowings made by its competitors -- American Airlines,
Airtran, Continental Airlines, JetBlue and Southwest Airlines, the
Observer reports.

"We have identified the need for United to do the same, the only
question appears to be timing and magnitude,' Mr. Baker said.

               UAL, Chase Renew Credit Card Accord

UAL released its second quarter 2008 financial results on
July 22, and simultaneously, issued a press statement disclosing
that it reached an agreement in principle with its Mileage Plus
co-branded bank card partner, Chase Bank U.S.A., N.A., and
Paymentech, L.L.C., to extend the term of their corresponding
agreements.  Paymentech is a subsidiary of Chase Paymentech
Solutions, L.L.C. -- a joint venture that includes an affiliate
of JPMorgan.

As part of the transaction, United Air Lines, Inc. will receive a
payment of $600 million from Chase Bank, which relates to the
advance purchase of frequent flyer miles and the extension of the
contract.  The company also expects this transaction will improve
cash flow by about $200 million in the next two years.

In addition, the level of reserve or holdback that United is
required to maintain under its credit card processing agreement
with Chase and Paymentech has been reduced to $25 million.  This
reduction will result in the release of about $350 million in
previously restricted cash.     

As a result of its agreement with Chase Bank, United expects to
increase its cash position by approximately $1.2 billion,
including $1 billion in the short term and an additional
$200 million over the next two years.  Combined with the
previously announced approximately $550 million raised from new
transactions in the second and third quarters, the company will
have increased its total cash balance by $1.7 billion and
continues to have more than $3 billion in unencumbered hard
assets.

"We got what we needed out of that contract," Frederic Brace,
UAL's chief financial officer told Bloomberg.  "We got a higher
price per mile. That was important to us, and the liquidity."

"We are very excited to renew our successful relationship with
United Airlines, offering consumers and small businesses
compelling travel rewards for many years to come," Bloomberg
quotes Steve Fox, general manager of Chase Card Services, as
saying.  "This agreement will deepen and strengthen our
relationship with regarding marketing and product offerings,
enhancing the overall program."

UAL, which posted a $2.73 billion net loss for the second
quarter, originally entered into the credit card agreement with
Chase Bank and Paymentech in October 2005.  Chase Bank has
exclusive rights in the United States to issue credit cards that
accumulate frequent flyer miles under the loyalty program Mileage
Plus.  Chase Bank buys Mileage Plus miles from United.  The miles
are transferred to cardholders' Mileage Plus accounts when
purchases are made using the cardholders' Chase Bank/United
credit cards.  Although the Credit Card Accord between the
parties expired in 2007, United had been negotiating with Chase
Bank to extend the agreement through 2012.

Under its Plan of Reorganization, United grants Chase a lien
upon, and security interest in, their assets.  The security
interest constitutes a "silent lien", and secures United's
payment obligation to Chase Bank to repurchase the pre-purchased
miles.

As widely reported, U.S. airlines have been subscribing to
different measures in their attempt to cope with escalating fuel
prices, including implementing massive job cuts and drastic fleet
reductions.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 162; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or      
215/945-7000)

                         *     *     *

The Troubled Company Reporter said on June 2, 2008, that Fitch
Ratings has revised the Rating Outlook for UAL Corp. and its
principal operating subsidiary United Airlines, Inc. to Negative
from Stable.  Debt ratings for both entities have been affirmed
as: UAL & United Issuer Default Ratings at 'B-'; United's secured
bank credit facility (Term Loan and Revolving Credit Facility) at
'BB-/RR1'; and Senior unsecured rating for United at 'CCC/RR6'.

The TCR said on July 22, 2008, that Moody's Investors Service
lowered the Corporate Family and Probability of Default ratings of
UAL Corp. (United) to Caa1 from B2, the secured bank debt rating
to B3 from B1 and certain tranches of the Enhanced Equipment Trust
Certificates (EETC) of United Airlines, Inc. (United Airlines).  
Moody's affirmed the SGL-3 Speculative Grade Liquidity Assessment.  
The rating outlook is negative.



UAL CORP: Faces Illegal Profiting Charges by Immigrant Workers
--------------------------------------------------------------
The Chicago Working Hands Legal Clinic on behalf of immigrant
workers at O'Hare Airport, commenced a lawsuit against United
Airlines for alleged illegal profiting from wholesale violations
of state and federal law, Doug Cunningham of
DemocracticUnderground.Com reports.

"The companies profited from illegal exploitation of the workers
by use of the temporary agency Ideal Staffing Solutions to bring
workers in," Jed Untereker, Esq., states in an interview with the
independent workers news.  He asserts that the lawsuit sends a
message to all employees that they have obligations even to
temporary workers.

Among the parties included in the lawsuit are Alitalia and
Singapore Airlines.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 162; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or      
215/945-7000)

                         *     *     *

The Troubled Company Reporter said on June 2, 2008, that Fitch
Ratings has revised the Rating Outlook for UAL Corp. and its
principal operating subsidiary United Airlines, Inc. to Negative
from Stable.  Debt ratings for both entities have been affirmed
as: UAL & United Issuer Default Ratings at 'B-'; United's secured
bank credit facility (Term Loan and Revolving Credit Facility) at
'BB-/RR1'; and Senior unsecured rating for United at 'CCC/RR6'.

The TCR said on July 22, 2008, that Moody's Investors Service
lowered the Corporate Family and Probability of Default ratings of
UAL Corp. (United) to Caa1 from B2, the secured bank debt rating
to B3 from B1 and certain tranches of the Enhanced Equipment Trust
Certificates (EETC) of United Airlines, Inc. (United Airlines).  
Moody's affirmed the SGL-3 Speculative Grade Liquidity Assessment.  
The rating outlook is negative.


UNIBLEND MANUFACTURING: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Uniblend Manufacturing Corp.
        P.O. Box 1589
        Guayama, PR 00785

Bankruptcy Case No.: 08-04745

Type of Business: The Debtor manufactures degreasers, coolants,
                  car wash and protectant products.

Chapter 11 Petition Date: July 23, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
                  (afuentes1@msn.com)
                  P.O. Box 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 607-3436

Total Assets:   $816,109

Total Debts:  $1,913,454

A copy of Uniblend Manufacturing Corp.'s petition is available for
free at:

             http://bankrupt.com/misc/prb08-04745.pdf


VERASUN ENERGY: S&P's Rating Unaffected by Ethanol Plant Start-Up
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that the July 22
announcement of the start-up for VeraSun Energy Corp.'s 110
million gallon dry mill ethanol plant in Hankinson, North Dakota.
will not immediately affect the company's 'B+' corporate credit
rating.  The rating remains on CreditWatch with negative
implications.  Due to the project-level financing of the Hankinson
facility and the financial restrictions in place (100% cash sweep
capped at $5 million per year and a 1.25x fixed-charge coverage
covenant), the start-up of the facility at recent crush spreads
does not represent any significant cash flow to VeraSun.
     
The U.S. Dept. of Agriculture's estimate of the corn harvest for
2008 reflected minimal damage from the Midwest floods.  The
National Agricultural Statistics Service reported survey results
from farmers expecting to harvest 79 million acres of corn from 86
million planted acres, preserving a 92% ratio similar to that of
2007 (though absolute volume has declined slightly).  Partly in
response, corn prices on the Chicago Board of Trade spot market
have declined to $5 levels from more than $7 in June.  Both of
these factors alleviate short-term concerns on VeraSun's
liquidity.  At current interest rates, for example, a $1 per
gallon spread sustained across 2009 could allow roughly
$200 million in distributions from the acquired US Bioenergy
plants. (The average crush spread for 2007 was $1.126 per gallon,
and year-to-date 2008 has been $0.911 per gallon.)
     
However, although crush spreads have improved from mid-June lows
of roughly 60 cents per gallon to $1.36 in late July, we feel
VeraSun still faces challenges of volatile commodity prices,
increased political resistance to the ethanol industry, and
continued delays in the start-up (Welcome, Minnesota and Hartley,
Iowa) and construction (Reynolds, Indiana) of the facilities that
were partly debt-financed at the corporate level.  S&P view the
increasing demand on corn resulting from the escalating ethanol
mandate as a contributor to continued volatility in the corn
market moving forward.
     
"If crush spreads do not increase in amounts sufficient to allow
start-up of the remaining two facilities, or VeraSun remains
heavily exposed to markets that remain volatile, we may lower the
ratings," said Standard & Poor's credit analyst Justin Martin.
     
Conversely, a sustained improvement in crush spreads would allow
rapid amortization of debt at the facilities acquired from
ASAlliances and distributions to VeraSun from the acquired US
Bioenergy facilities (after the $5 million prepayment at each of
these acquired plants).


VERENIUM CORP: Receives $40MM Grant to Develop Small-Scale Plant
----------------------------------------------------------------
Verenium Corporation disclosed that it has been awarded a grant
from the U.S. Department of Energy under a $40 million program to
support the development of small-scale cellulosic ethanol
biorefinery plants.  The company will now begin discussions with
DOE to determine the amount of the award.

Demonstration-scale facilities are a critical development step to
scaling and validating cellulosic technology as the industry
advances toward the commercialization of next-generation ethanol.
Verenium said it is one of two companies that were selected for
this round of DOE grants and will utilize the funds to support
ongoing activities at its 1.4 million gallon per year
demonstration-scale facility in Jennings, La.  The grant was
announced today by the Department of Energy.

"This award supports a very important phase of our growth as we
seek to validate cost and performance goals in our demonstration
plant that will allow us to move to commercial scale.  We are very
pleased with this award, and with our continued progress on
corporate partnership discussions.  Both of these initiatives will
help to accelerate our overall biofuels business, and we look
forward to providing further updates as these important programs
advance," said Carlos A. Riva, president and chief executive
officer at Verenium.  "Government support such as this is a great
help in advancing the development of commercially viable biofuels,
and supports the rapidly emerging cellulosic ethanol industry in
addressing America's urgent need for alternative fuels."

Cellulosic ethanol is a renewable fuel source produced from
natural, plant waste products such as rice straw, sugarcane waste
(bagasse), switchgrass and wood chips.

                       About Verenium Corp.

Based in Cambridge, Massachusetts, Verenium Corporation  (Nasdaq:
VRNM) -- http://www.verenium.com/-- is engaged in the development   
and commercialization of next-generation cellulosic ethanol, an
environmentally-friendly and renewable transportation fuel, as
well as high-performance specialty enzymes for applications within
the alternative fuels, specialty industrial processes, and animal
nutrition and health markets.  

At March 31, 2008, the company's consolidated balance sheet showed
$296.5 million in total assets, $203.4 million in total
liabilities, and $93.1 milion in total stockholders' equity.

                Going Concern/Possible Bankruptcy

As reported in the Troubled Company Reporter on April 1, 2008,
Ernst & Young LLP, in San diego, expressed substantial doubt about
Verenium Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring operating losses and accumulated deficit of
$437.1 million at Dec. 31, 2007.

Based on the company's operating plan, its existing working
capital is not sufficient to meet the cash requirements to fund
the company's planned operating expenses, capital expenditures,
and working capital requirements through Dec. 31, 2008, without
additional sources of cash or the deferral, reduction or
elimination of significant planned expenditures.

The company's plan to address the expected shortfall of working
capital is to generate additional financing through a combination
of corporate partnerships and collaborations, federal and state
grant funding, incremental product sales, selling or financing
assets, and, if necessary and available, the sale of equity or
debt securities.  If the company is unsuccessful in raising
additional capital from any of these sources, it will defer,
reduce, or eliminate certain planned expenditures.

The company said it will continue to consider other financing
alternatives including but not limited to, a divesture of all or
part of its business.  If the company cannot obtain sufficient
additional financing in the short-term, it may be forced to
restructure or significantly curtail its operations, file for
bankruptcy or cease operations.


VILLA CORTEZ: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Villa Cortez Apartments, LLC
        aka Villa Cortez
        aka Casa Cortez
        625 East Tennessee Street, Suite 200
        Tallahassee, FL 32308

Bankruptcy Case No.: 08-40504

Debtor-affiliates filing separate Chapter 11 petitions on March 2,
2008, and cases presided over by Judge Lewis M. Killian, Jr., of
the Florida Northern Bankruptcy Court:

   Entity                                     Case No.
   ------                                     --------
   Boothco High Park, LLC                     08-40129
   DBS Holdings, LLC                          08-40128
   Osceola Ridge, LLC                         08-40127

Related Information: Hurley H. Booth, Jr., manager, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: July 21, 2008

Court: Northern District of Florida (Tallahassee)

Debtor's Counsel: C. Edwin Rude, Jr.
                  C. Edwin Rude, Jr. Attorney at Law
                  211 East Call Street
                  Tallahassee, FL 32301-7607
                  Tel: (850) 222-2311
                  Fax: (850) 222-2120
                  (edrudelaw@earthlink.net)

Estimated Assets: $1 million to $10 million

Estimted Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/FLnb08-40504.pdf


VONAGE HOLDINGS: Secures $215MM Debt Financing from Silver Point
----------------------------------------------------------------
Vonage Holdings Corp. entered into a commitment letter with Silver
Point Finance LLC establishing the terms and conditions for up to
$215 million in private debt financing of which Silver Point has
committed to provide $125 million.

The availability of the Silver Point financing is subject to the
negotiation and execution of definitive documentation and the
satisfaction of certain conditions including certain other lenders
committing to provide $60 million of the private debt financing.
If these conditions are met, an initial closing for between
$185 million and $215 million of amounts under the financing is
expected to occur in the third quarter of 2008.

The company intends to use the net proceeds from the financing,
plus cash on hand, to repurchase its existing convertible notes in
a tender offer, which the company is required to commence
promptly.  The existing convertible notes can be put to the
company on Dec. 16, 2008, and have a principal amount outstanding
of approximately $253 million.

"Refinancing our existing debt has been a key priority for the
company, John S. Rego, executive vice president and chief
financial officer, said.  "We believe this new financing will
provide Vonage with the solid financial foundation to continue to
grow our business profitably."

Miller Buckfire & Co. LLC and Shearman & Sterling LLP are acting
as financial and legal advisors to the company and Paul Weiss
Rifkind, Wharton & Garrison LLP is acting as legal advisor to
Silver Point in connection with this transaction.

                              New CEO

The Wall Street Journal reported that Vonage Holdings will name a
new chief executive early as next week.

According to WSJ, Jeffrey Citron, Vonage's chairman and interim
CEO, plans to let someone else manage Vonage's day-to-day
operations, though he will remain involved with the company.

                     About Vonage Holdings Corp.

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband         
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business  
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail  for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

                        Going Concern Doubt

BDO Seidman, LLP, in Woodbridge, New Jersey, raised substantial
doubt as to Vonage Holdings 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.

As reported by the Troubled Company Reporter on May 12, 2008 that
Vonage Holdings's balance sheet at March 31, 2008, showed $458.3
million in total assets and $540.5 million in total liabilities,
resulting in an $82.2 million stockholders' deficit.


WINERY DISPOSITION: Case Summary & Four Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Winery Disposition Group, LLC
        c/o George Green
        7301 E. 3rd Ave., #319
        Scottsdale, AZ 85251
        Tel: (561) 702-0209

Bankruptcy Case No.: 08-11466

Chapter 11 Petition Date: July 23, 2008

Court: Northern District of California (Santa Rosa)

Debtors' Counsel: Teresa A. Blasberg, Esq.
                   (tablasberg@earthlink.net)
                  Blasberg and Associates
                  526 N. Juanita Ave.
                  Los Angeles, CA 90004
                  Tel: (213) 239-0364

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

           http://bankrupt.com/misc/califnb08-11466.pdf


WR GRACE: Court Sets October 21 as ZAI Proof of Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set a Bar
Date for Zonolite Attic Insulation Claims to be filed in the W. R.
Grace Bankruptcy.   To preserve a claim against Grace, all persons
and entities with ZAI Claims must file these claims on or before
Oct. 31, 2008

ZAI claims are property-related claims that could include, among
others, the cost of abatement or removal, the diminution of
property value, economic loss, or other property-related claims
caused by ZAI manufactured by Grace.

ZAI is a loose-fill, non-roll vermiculite home attic insulation
that may contain naturally occurring asbestos.  It was sold from
the 1920/1930s to 1984, and it was sold or manufactured by Grace
under the brand name of Zonolite Attic Insulation and under other
brand names, including: Attic Fill, House Fill, Home Insulation,
Zonolite Insulating Fill, Econofil, Quiselle Insulating Fill,
Sears Micro Fill, Ward's Mineral Fill, Wickes Attic Insulation,
Attic Plus, Mica Pellets Attic Insulation, Unifil and Cashway
Attic Insulation.

ZAI may have a glittery granular appearance.  The granules are
shaped like small nuggets and expanded like an accordion and may
have a silvery, gold translucent or brownish cast.  After years in
the attic, the granules may darken to black or gray.  ZAI may be
found underneath subsequently installed insulation of other
types such as rolled fiberglass insulation.

The Bar Date does not apply to Asbestos Property Damage Claims,
Medical Monitoring Claims, Non-Asbestos Claims, Settled Pre-
Petition Asbestos Personal Injury Claims, or Non-Settled Asbestos
Personal Injury Claims.  These bar dates have passed.

For complete information, including a Bar Date Notice, ZAI Proof
of Claim Form and instructions for filing a claim, call 1-877-465-
4817, or write to Claims Processing Agent, W. R. Grace & Co.
Bankruptcy, P.O. Box 1620, Faribault, MN 55021-1620.

                      About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.  


XM SATELLITE: June 30 Balance Sheet Upside-Down by $1.2 Billion
---------------------------------------------------------------
XM Satellite Radio Holdings Inc. disclosed Tuesday financial
results for its second quarter ended June 30, 2008.

At June 30, 2008, the company's consolidated balance sheet showed
$1.7 billion in total assets, $2.9 billion in total liabilities,
and $60.2 million in minority interest, resulting in a roughly
$1.2 billion stockholders' deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $427.3 million in total current
assets available to pay $1.1 billion in total current liabilities.

The company reported a net loss of $119.6 million, compared with a
net loss of $175.7 million in the second quarter of 2007.  Second
quarter 2008 adjusted operating loss narrowed to $37.3 million,
compared to an adjusted operating loss of $47.4 million in the
second quarter of 2007.

Revenue for the second quarter of 2008 rose to $318.0 million, a
nearly 15 percent increase over second quarter 2007 revenue of
$277.3 million.

XM ended second quarter 2008 with 9.65 million subscribers, a 17
percent increase, compared to 8.25 million subscribers at the end
of second quarter 2007.  The company said that this growth was
driven, in part, by a 39 percent year-over-year increase in the
number of gross additions through the automotive (OEM) channel.  
Second quarter 2008 OEM gross additions were 857,000, the
company's fifth consecutive quarter of record OEM gross additions.  
This compared to 618,000 OEM gross additions in second quarter
2007.

In second quarter 2008, XM reported total gross additions of
1.08 million, and 322 thousand net subscriber additions, compared
to 942,000 gross additions and 338,000 net subscriber additions in
second quarter 2007.  Net OEM subscriber additions of 360,000 in
the second quarter more than offset a loss of 38,000 net retail
subscribers.

In second quarter 2008, XM's subscriber acquisition costs, a
component of cost per gross addition, improved year over year to
$65, compared to $75 in second quarter 2007.  CPGA in the second
quarter was $100 and compares to $121 in the second quarter 2007.

XM said it continued to maintain stability in the key operating
metrics of conversion rate and churn, both of which improved year
over year. Second quarter 2008 conversion was 53.4 percent,
compared to second quarter 2007 conversion of 52.7 percent.  
Second quarter 2008 churn improved to 1.67 percent, compared to
second quarter 2007 churn of 1.84 percent.

                 Liquidity and Capital Resources

For the six months ended June 30, 2008, net cash used in operating
activities was $235.0 million, consisting of a net loss of
$248.8 million adjusted for net non-cash expenses of
$132.0 million and $118.2 million used in working capital as well
as other operating activities.  Included in cash used in working
capital is a $120.0 million increase in Escrow deposit as a result
of funding an escrow obligation under the company's agreement with
Major League Baseball(R)(MLB), a $31.0 million decrease in
Accounts payable, accrued expenses and other liabilities due
primarily to the $32.0 million catch up payment to the Copyright
Royalty Board and $26.6 million increase in Prepaid programming
content due primarily to the $60.0 million prepayment of the
company's obligation to MLB for the 2008 season; offset partially
by a $32.5 million increase in Subscriber deferred revenue.

The company's merger agreement with Sirius restricts the company's  
ability to incur additional debt financing beyond existing credit
facilities (or equivalent funding) and limits the amount of new
equity the company can issue, in each case without approval from
Sirius.  Sirius is under similar restrictions not to incur new
debt or issue additional equity beyond agreed limits without the
company's approval.

In February 2008, the company borrowed $187.5 million or 75% of
the amount available under its $250.0 million revolving credit
facility with a group of banks.  The proceeds were used for
general corporate purposes, including the company's annual payment
to MLB and the 2007 payment under the Copyright Royalty Board
proceeding, both due in March, as well as the company's record
label settlements.  All amounts drawn under the revolving credit
facility are due on May 5, 2009, and are secured by a lien on
substantially all of the company's assets.  As a result of drawing
75% of the amount available under the revolving credit facility,
the company now has full access to the $150.0 million senior
secured credit facility provided by General Motors, which may be
used only for payments to GM, and matures in December 2009.

In May 2008, the company borrowed $62.5 million, which equaled the
remaining 25% of the amount available under its $250.0 million
revolving credit facility.  The proceeds were used for general
corporate purposes, including the escrow deposit.

In June 2008, the company drew on its $150.0 million senior
secured credit facility with GM to satisfy payments in the amount
of $29.0 million for commissions and revenue share due under the
company's distribution agreement with GM.

In June 2008, the company entered into a credit agreement with UBS
AG relating to a $100.0 million senior secured term loan in which
a portion of the proceeds were used to repay the $29.0 million
drawn under the GM facility.

At June 30, 2008, the company had total debt, including current
maturities, of $1.8 billion, compared with total debt of
$1.5 billion at Dec. 31, 2007.

                    Future Operating Liquidity

Provided that the company meets the revenue, expense and cash flow
projections of the compay's current business plan, the company  
expects to be fully funded and not need additional liquidity to
continue operations beyond its existing assets, credit facilities
and cash generated by operations; the company's current business
plan is based on estimates regarding expected future costs,
expected future revenue and assumes the refinancing or
renegotiating of certain of the company's obligations as they
become due, including the maturity of its existing credit
facilities, $100 million term loan and $400 million of convertible
notes in 2009 and the replacement of the $120 million MLB escrow
arrangement.

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

                     About XM Satellite Radio

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. (Nasdaq: XMSR) -- http://www.xmradio.com/-- is a satellite      
radio company.  The company broadcasts live daily from studios in
Washington, DC, New York City, Chicago, Nashville, Toronto and
Montreal.  

The company also provides satellite-delivered entertainment and
data services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki
and Toyota.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said its ratings on XM
Satellite Radio Holdings Inc. and XM Satellite Radio Inc.
(CCC+/Watch Developing/--) remain on CreditWatch with developing
implications, where S&P originally placed them on March 4, 2008,
due to S&P's concerns over standalone refinancing risks XM might
face if its merger with Sirius Satellite Radio Inc. (CCC+/Watch
Developing/--) wasn't approved.


XM SATELLITE: S&P Junks Rating on Proposed $400MM Rule 144A Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Washington, D.C.-based XM Satellite Radio Holdings Inc. and XM
Satellite Radio Inc., including the 'CCC+' corporate credit
rating, remain on CreditWatch with developing implications, where
S&P placed them on March 4, 2008.  CreditWatch developing
indicates that ratings may be raised, lowered, or affirmed.  

The ratings could be raised if a merger takes place in the near
future and is accompanied by significant refinancing and cost
rationalization.  Ratings could be lowered with or without a
merger, if sizable maturities are not addressed and if the company
cannot progress rapidly toward consistent positive discretionary
cash flow.  S&P initially placed the ratings on CreditWatch
Feb. 20, 2007, then with positive implications, based on the
company's definitive agreement to an all-stock "merger of equals"
with Sirius Satellite Radio Inc. (CCC+/Watch Developing/--).
     
Standard & Poor's also assigned its 'CCC' rating to XM Satellite
Radio Inc.'s proposed $400 million Rule 144A senior notes due
2014, and placed the rating on CreditWatch along with the other
ratings on the company.
     
The proceeds of the $400 million notes due 2014, plus an
additional $200 million of new senior unsecured notes to be issued
by XM Satellite Radio Inc., will be used to refinance the
company's existing $600 million 9.75% senior notes due 2014.  The
financing is pursuant to an exchange offer in which holders of the
9.75% have agreed to waive the change of control repurchase
obligation.  Cash proceeds of the new $400 million notes will be
held in escrow until the consummation of the proposed merger
between XM and Sirius.  The notes are callable at any time,
offering flexibility to the new company if and when the merger
agreement is approved.
     
Recovery ratings on both the new bonds and the recent $100 million
incremental term loan will be assigned once additional information
regarding the proposed post-merger financial and operating profile
become available.
Upon the examination of additional information, the issue-level
ratings on XM, along with the corporate credit rating, could be
raised, affirmed, or lowered.
     
The company's proposed merger was cleared by the Department of
Justice on March 21, 2008, but still awaits FCC approval.  S&P
believe a combined company could achieve significant initial
operating cost savings.  A merger would also entail much longer
term capital investments to rationalize and consolidate the two
satellite and terrestrial infrastructures before all expected cost
savings could be realized.
     
"We will continue to monitor developments pertaining to the final
terms of the merger, if approved," said Standard & Poor's credit
analyst Michael Altberg.  "We will place particular emphasis on
the liquidity position of both companies following a potential
merger.  If the merger is not approved, we could lower the ratings
unless we become convinced that XM can address its standalone
liquidity needs, as it has $750 million of maturities in 2009,
including its $400 million of 1.75% convertible senior notes and
its $350 million of secured bank debt, which will survive the
proposed merger."


* Delay in TRUP Payments by Banks Cues Moody's to Review Ratings
----------------------------------------------------------------
Moody's has placed under review 182 tranches across 72 Trust
Preferred (TRUP) CDOs.  The review was prompted by the substantial
increase in the number of banks that are deferring on their TRUP
coupon payments.  Moody's notes that currently there are 31 banks
deferring payments which represent 4% of the underlying collateral
held in TRUP CDOs.  In addition three of the 31 banks that are
deferring payment have gone into receivership.  Although banks
that are deferring payments can defer such payments for a period
of up to five years without being considered a default, each TRUP
CDO treats deferring banks as defaulted securities for enhancement
level test purposes.  While historically most banks that deferred
payment in these TRUP CDOs have come back to pay current, Moody's
expects that in the current environment more banks deferring
payments may eventually default.  Furthermore in the current
environment, Moody's anticipates the future number of banks
deferring payments could increase in these TRUP CDOs.  Moody's
will continue to monitor the potential increase of banks deferring
payments as well as the default rate of the banks.

A tranche was placed on review if it met one or both of these
criteria:

   1. The subordination level of a rated TRUP CDO tranche is less
      than two times the current par amount of bank deferrals in
      the TRUP CDO; or.

   2. The subordination level of a rated TRUP CDO tranche is less
      than the sum of a) par amount of TRUPS currently deferring,
      b) the par amount of TRUPS issued by banks that Moody's
      believes are likely to defer, c) TRUPs issued by Real Estate
      Investment Trusts and d) bonds or loans issued by
      homebuilders.

In addition, all rated tranches of Regional Diversified Funding
2005-1 Ltd. were being placed on review for possible downgrade due
to its substantial exposure, through resecuritization, to TRUP CDO
tranches that are themselves under review for possible downgrade
or may experience credit deterioration in the future.

Moody's is in the process of evaluating the risk of deferral by
the banks represented in these TRUP CDOs by examining their key
financial ratios and other sources of information.  Moody's review
will also consider the extent that a TRUP CDO has concentrated
exposure to banks in areas in which real estate prices have
corrected the most.

Since March of 2000, Moody's has rated 103 trust preferred (TRUP)
CDOs, representing close to $55 billion, backed by small and
medium sized US bank, insurance, and REIT issuers.  Seventy
percent of these TRUP CDOs are backed by US banks.

Issuer: ALESCO Preferred Funding I, Ltd.

Class Description: $56,700,000 Class B-1 Mezzanine Secured
Floating Rate Notes Due 2033,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $45,000,000 Class B-2 Mezzanine Secured
Fixed/Floating Rate Notes Due 2033,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: ALESCO Preferred Funding II, Ltd.

Class Description: Class B-1 Mezzanine Secured Floating Rate
Notes,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: Class B-2 Mezzanine Secured Fixed/Floating Rate
Notes,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: ALESCO PREFERRED FUNDING III, LTD.

Class Description: Class B-1 Mezzanine Secured Floating Rate
Notes,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: Class B-2 Mezzanine Secured Fixed/Floating Rate
Notes,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: ALESCO Preferred Funding IV, Ltd.

Class Description: Class B-1 Mezzanine Secured Floating Rate
Notes,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: Class B-2 Mezzanine Secured Fixed/Floating Rate
Notes,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: Class B-3 Mezzanine Secured Fixed/Floating Rate
Notes,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: ALESCO Preferred Funding V, Ltd.

Class Description: Class C-1 Deferrable Mezzanine Secured Floating
Rate Notes Due 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: Class C-2 Deferrable Mezzanine Secured
Fixed/Floating Rate Notes Due 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: Class C-3 Deferrable Mezzanine Secured
Fixed/Floating Rate Notes Due 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: Class D Deferrable Subordinate Secured Floating
Rate Notes Due 2034,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Issuer: ALESCO Preferred Funding VI, Ltd.

Class Description: Class C-1 Deferrable Mezzanine Secured Floating
Rate Notes Due 2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: Class C-2 Deferrable Mezzanine Secured
Fixed/Floating Rate Notes Due 2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: Class C-3 Deferrable Mezzanine Secured
Fixed/Floating Rate Notes Due 2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: Class C-4 Deferrable Mezzanine Secured Fixed
Rate Notes Due 2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: Class D-1 Deferrable Subordinate Secured
Floating Rate Notes Due 2035,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Class Description: Class D-2 Deferrable Subordinate Secured
Fixed/Floating Rate Notes Due 2035,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Issuer: Alesco Preferred Funding VII, Ltd.

Class Description: $123,500,000 Class C-1 Deferrable Mezzanine
Secured Floating Rate Notes Due 2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $13,000,000 Class C-2 Deferrable Mezzanine
Secured Fixed/Floating Rate Notes Due 2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $5,000,000 Class C-3 Deferrable Mezzanine
Secured Fixed/Floating Rate Notes Due 2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $5,500,000 Class C-4 Deferrable Mezzanine
Secured Fixed/Floating Rate Notes Due 2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $10,000,000 Class C-5 Deferrable Mezzanine
Secured Fixed Rate Notes Due 2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: ALESCO PREFERRED FUNDING VIII, LTD.

Class Description: Class C-1 Notes,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: Class C-2 Notes,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: Class C-3 Notes,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: Class D-1 Notes,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Class Description: Class D-2 Notes,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Class Description: Class E Notes-1,

  -- Prior Rating: Baa3
  -- Current Rating: Baa3, Review for Possible Downgrade

Issuer: ALESCO Preferred Funding IX, Ltd.

Class Description: $54,000,000 Class C-1 Deferrable Fourth
Priority Mezzanine Secured Floating Rate Notes Due 2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $48,500,000 Class C-2 Deferrable Fourth
Priority Mezzanine Secured Fixed/Floating Rate Notes Due 2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $12,500,000 Class C-3 Deferrable Fourth
Priority Mezzanine Secured Fixed/Floating Rate Notes Due 2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $7,000,000 Class C-4 Deferrable Fourth Priority
Mezzanine Secured Fixed/Floating Rate Notes Due 2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: Alesco Preferred Funding X, Ltd.

Class Description: $99,800,000 Class C-1 Deferrable Fourth
Priority Mezzanine Secured Floating Rate Notes Due 2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $67,000,000 Class C-2 Deferrable Fourth
Priority Mezzanine Secured Fixed/Floating Rate Notes Due 2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: ALESCO Preferred Funding XI, Ltd.

Class Description: $40,500,000 Class C-1 Deferrable Fourth
Priority Mezzanine Secured Floating Rate Notes due Dec. 23, 2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $12,000,000 Class C-2 Deferrable Fourth
Priority Mezzanine Secured Fixed/Floating Rate Notes due Dec. 23,
2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $50,500,000 Class C-3 Deferrable Fourth
Priority Mezzanine Secured Fixed Rate Notes due Dec. 23, 2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: ALESCO Preferred Funding XII, Ltd.

Class Description: $60,000,000 Class C-1 Deferrable Fourth
Priority Mezzanine Secured Floating Rate Notes Due 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $10,000,000 Class C-2 Deferrable Fourth
Priority Mezzanine Secured Fixed/Floating Rate Notes Due 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: ALESCO Preferred Funding XIII, Ltd.

Class Description: $27,000,000 Class C-1 Deferrable Fourth
Priority Mezzanine Secured Floating Rate Notes Due 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $33,000,000 Class C-2 Deferrable Fourth
Priority Mezzanine Secured Fixed/Floating Rate Notes Due 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: ALESCO Preferred Funding XIV, Ltd.

Class Description: $103,000,000 Class B Deferrable Third Priority
Secured Floating Rate Notes Due 2037,

  -- Prior Rating: Aa2
  -- Current Rating: Aa2, Review for Possible Downgrade

Class Description: $50,000,000 Class C-1 Deferrable Fourth
Priority Mezzanine Secured Floating Rate Notes Due 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $32,000,000 Class C-2 Deferrable Fourth
Priority Mezzanine Secured Fixed/Floating Rate Notes Due 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $21,000,000 Class C-3 Deferrable Fourth
Priority Mezzanine Secured Fixed/Floating Rate Notes Due 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: Alesco Preferred Funding XV, LTD.

Class Description: $35,000,000 Class B-1 Deferrable Third Priority
Secured Floating Rate Notes due December 2037,

  -- Prior Rating: Aa2
  -- Current Rating: Aa2, Review for Possible Downgrade

Class Description: $35,000,000 Class B-2 Deferrable Third Priority
Secured Monthly Pay Floating Rate Notes due December 2037,

  -- Prior Rating: Aa2
  -- Current Rating: Aa2, Review for Possible Downgrade

Class Description: $75,000,000 Class C-1 Deferrable Fourth
Priority Mezzanine Secured Floating Rate Notes due December 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $7,000,000 Class C-2 Deferrable Fourth Priority
Mezzanine Secured Fixed/Floating Rate Notes due December 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: ALESCO Preferred Funding® XVI, Ltd.

Class Description: $85,250,000 Class C Deferrable Third Priority
Mezzanine Secured Floating Rate Notes Due 2038,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: I-Preferred Term Securities IV, Ltd.

Class Description: $6,200,000 Floating Rate Class D Subordinate
Notes Due June 24, 2034,

  -- Prior Rating: Ba2
  -- Current Rating: Ba2, Review for Possible Downgrade

Issuer: MM Community Funding Ltd.

Class Description: Class B Floating Rate Senior Notes Due 2031,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Issuer: MM Community Funding IX, Ltd.

Class Description: $50,000,000 Class B-1 Floating Rate Senior
Subordinate Notes due 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $60,000,000 Class B-2 Fixed/Floating Rate
Senior Subordinate Notes due 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: MMCAPS Funding I, Ltd.

Class Description: $77,000,000 Fixed Rate Mezzanine Notes, due
6/15/31,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Issuer: MMCAPS Funding XVII, Ltd.

Class Description: $35,475,000 Class C-1 Floating Rate Notes Due
2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $35,475,000 Class C-2 Floating Rate Notes Due
2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: MMCapS Funding XVIII, Ltd.

Class Description: $55,900,000 Class C-1 Floating Rate Deferrable
Interest Notes Due 2039,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $12,000,000 Class C-2 Fixed/Floating Rate
Deferrable Interest Notes Due 2039,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $4,000,000 Class C-3 Fixed Rate Deferrable
Interest Notes Due 2039,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: MMCapS Funding XIX, Ltd.

Class Description: $79,000,000 Class C Floating Rate Senior
Subordinate Notes Due 2038,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: Preferred Term Securities, Ltd.

Class Description: $90,000,000 Fixed Rate Mezzanine Notes,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Issuer: Preferred Term Securities II, Ltd

Class Description: $93,000,000 Fixed Rate Mezzanine Notes, due
March 1, 2031,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Issuer: Preferred Term Securities VII

Class Description: 177,900,000 Floating Rate Mezzanine Notes Due
Oct. 3, 2032,

  -- Prior Rating: A1
  -- Current Rating: A1, Review for Possible Downgrade

Issuer: Preferred Term Securities VIII, Ltd

Class Description: $58,700,000 Floating Rate Class B-1 Mezzanine
Notes Due Jan. 3, 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $30,700,000 Fixed/Floating Rate Class B-2
Mezzanine Notes Due Jan. 3, 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $75,000,000 Fixed/Floating Rate Class B-3
Mezzanine Notes Due Jan. 3, 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Preferred Term Securities IX, Ltd.

Class Description: $86,000,000 Floating Rate Class B-1 Mezzanine
Notes Due April 3, 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $16,250,000 Fixed/Floating Rate Class B-2
Mezzanine Notes Due April 3, 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $66,250,000 Fixed/Floating Rate Class B-3
Mezzanine Notes Due April 3, 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Preferred Term Securities X, Ltd.

Class Description: $88,000,000 Floating Rate Class B 1 Mezzanine
Notes Due July 3, 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $19,000,000 Fixed/Floating Rate Class B 2
Mezzanine Notes Due July 3, 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $70,500,000 Fixed/Floating Rate Class B 3
Mezzanine Notes Due July 3, 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Preferred Term Securities XI, Ltd.

Class Description: $124,500,000 Floating Rate Class B 1 Mezzanine
Notes Due Sept. 24, 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $13,000,000 Fixed/Floating Rate Class B 2
Mezzanine Notes Due Sept. 24, 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $65,500,000 Fixed/Floating Rate Class B 3
Mezzanine Notes Due Sept. 24, 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Preferred Term Securities XII, Ltd.

Class Description: $204,400,000 Floating Rate Class B-1 Mezzanine
Notes Due Dec. 24, 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $20,500,000 Fixed/Floating Rate Class B-2
Mezzanine Notes Due Dec. 24, 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $37,700,000 Fixed/Floating Rate Class B-3
Mezzanine Notes Due December 24, 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Preferred Term Securities XIII, LTD.

Class Description: $98,350,000 Floating Rate Class B-1 Mezzanine
Notes Due March 24, 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $21,450,000 Fixed/Floating Rate Class B-2
Mezzanine Notes Due March 24, 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $44,000,000 Fixed/Floating Rate Class B-3
Mezzanine Notes Due March 24, 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Preferred Term Securities XIV, Ltd.

Class Description: $117,000,000 Floating Rate Class B-1 Mezzanine
Notes Due June 24, 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $10,800,000 Fixed/Floating Rate Class B-2
Mezzanine Notes Due June 24, 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $13,000,000 Fixed/Floating Rate Class B-3
Mezzanine Notes Due June 24, 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Preferred Term Securities XV

Class Description: $114.5 million Floating Rate Class B-1
Mezzanine Notes due 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $22 million Fixed/Floating Rate Class B-2
Mezzanine Notes due 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $36 million Fixed/Floating Rate Class B-3
Mezzanine Notes due 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Preferred Term Securities XVI, Ltd.

Class Description: $77.65 million Floating Rate Class C Mezzanine
Notes due 2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Preferred Term Securities XVII, Ltd.

Class Description: $65.6 million Floating Rate Class C Mezzanine
Notes due 2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Preferred Term Securities XVIII, Ltd.

Class Description: $80.0 million Floating Rate Class C Mezzanine
Notes due 2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Preferred Term Securities XIX, Ltd.

Class Description: $82,800,000 Floating Rate Class C Mezzanine
Notes Due 2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Preferred Term Securities XXII, Ltd.

Class Description: $77,250,000 Floating Rate Class C-1 Mezzanine
Notes Due Sept. 22, 2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $71,650,000 Fixed/Floating Rate Class C-2
Mezzanine Notes Due Sept. 22, 2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: Preferred Term Securities XXIII, Ltd.

Class Description: $81,200,000 Floating Rate Class C-1 Mezzanine
Notes Due Dec. 22, 2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $28,000,000 Fixed/Floating Rate Class C-2
Mezzanine Notes Due Dec. 22, 2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $52,800,000 Floating Rate Class C-FP Mezzanine
Notes Due Dec. 22, 2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: Preferred Term Securities XXIV, Ltd.

Class Description: $65,650,000 Floating Rate Class C-1 Mezzanine
Notes Due March 22, 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $54,250,000 Fixed/Floating Rate Class C-2
Mezzanine Notes Due March 22, 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: Preferred Term Securities XXV, Ltd.

Class Description: $82,300,000 Floating Rate Class C-1 Mezzanine
Notes Due June 22, 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $18,500,000 Fixed/Floating Rate Class C-2
Mezzanine Notes Due June 22, 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: Preferred Term Securities XXVI, Ltd.

Class Description: $71,500,000 Floating Rate Class C-1 Mezzanine
Notes Due Sept. 22, 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $39,500,000 Fixed/Floating Rate Class C-2
Mezzanine Notes Due Sept. 22, 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: Preferred Term Securities XXVII, Ltd.

Class Description: $24,000,000 Floating Rate Class C-1 Mezzanine
Notes Due Dec. 22, 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $18,000,000 Fixed/Floating Rate Class C-2
Mezzanine Notes Due Dec. 22, 2037,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: Preferred Term Securities XXVIII, Ltd.

Class Description: $36,000,000 Floating Rate Class C-1 Mezzanine
Notes Due March 22, 2038,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $8,000,000 Fixed/Floating Rate Class C-2
Mezzanine Notes Due March 22, 2038,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: Regional Diversified Funding Ltd.

Class Description: $225,000,000 Fixed Rate Senior Notes due March
15, 2030

  -- Prior Rating: A1
  -- Current Rating: A1, Review for Possible Downgrade

Issuer: Regional Diversified Funding 2004-1LTD.

Class Description: $22,000,000 Class B-1 Floating Rate Senior
Subordinate Notes Due 2034,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $95,000,000 Class B-2 Fixed/Floating Rate
Senior Subordinate Notes Due 2034,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: REGIONAL DIVERSIFIED FUNDING 2005-1 LTD.

Class Description: $170,000,000 Class A-1a Floating Rate Senior
Notes Due 2036,

  -- Prior Rating: Aaa
  -- Current Rating: Aaa, Review for Possible Downgrade

Class Description: $10,000,000 Class A-1b Fixed Rate Senior Notes
Due 2036,

  -- Prior Rating: Aaa
  -- Current Rating: Aaa, Review for Possible Downgrade

Class Description: $70,000,000 Class A-2 Floating Rate Senior
Notes Due 2036,

  -- Prior Rating: Aaa
  -- Current Rating: Aaa, Review for Possible Downgrade

Class Description: $79,000,000 Class B-1 Floating Rate Senior
Subordinate Notes Due 2036,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $10,000,000 Class B-2 Fixed Rate Senior
Subordinate Notes Due 2036,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Soloso CDO 2005-1 Ltd.

Class Description: $40.0 million Class A-3L Floating Rate Notes
Due October 2035,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $19.0 million Class A-3A Fixed/Floating Rate
Notes Due October 2035,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $19.0 million A-3B Fixed/Floating Rate Notes
Due October 2035,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: Class $30.5 million Class B-1L Floating Rate
Notes Due October 2035,

  -- Prior Rating: Baa3
  -- Current Rating: Baa3, Review for Possible Downgrade

Issuer: Soloso CDO 2007-1 Ltd.

Class Description: $40,000,000 Class A-3L Floating Rate Notes Due
October 2037,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $25,000,000 Class A-3F Fixed/Floating Rate
Notes Due October 2037,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: TPREF FUNDING II Ltd.

Class Description: $196.0 million of Class B Floating Rate
Subordinate Notes due 2032,

  -- Prior Rating: A1
  -- Current Rating: A1, Review for Possible Downgrade

Issuer: TPREF Funding III, Ltd.

Class Description: Class B-1 Floating Rate Senior Subordinated
Notes,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: Class B-2 Floating Rate Senior Subordinate
Notes,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Trapeza CDO I, LLC

Class Description: $29,600,000 Class C-1 Third Priority Secured
Floating Rate Notes Due 2032,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $10,000,000 Class C-2 Third Priority Secured
Fixed Rate Notes Due 2032,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $16,500,000 Class D Mezzanine Secured Floating
Rate Notes Due 2032,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Issuer: Trapeza CDO II, LLC

Class Description: $43.5MM Class C-1 Fourth Priority Secured
Floating Rate Notes due 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $54.8MM Class C-2 Fourth Priority Secured
Fixed/Floating Rate Notes due 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $18.7MM Class D Mezzanine Secured Floating Rate
Notes due 2033,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Issuer: Trapeza CDO III, LLC

Class Description: $31,2500,000 Class C-1 Third Priority Secured
Fixed Rate Notes,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $31,250,000 Class C-2 Third Priority Senior
Secured Fixed/Floating Rate Notes,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $14,500,000 Class D Mezzanine Secured Floating
Rate Notes,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Class Description: $8,000,000 Class E Secured Notes,

  -- Prior Rating: Ba2
  -- Current Rating: Ba2, Review for Possible Downgrade

Issuer: Trapeza CDO IV, LLC

Class Description: $44,500,000 Class C-1 Fourth Priority Secured
Floating Rate Notes Due 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $44,500,000 Class C-2 Fourth Priority Secured
Fixed/Floating Rate Notes Due 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $14,000,000 Class D Mezzanine Secured Floating
Rate Notes Due 2034,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Issuer: Trapeza CDO V, Ltd.

Class Description: $41,000,000 Class C-2 Fourth Priority Secured
Fixed/Floating Rate Notes Due 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $25,000,000 Class C-1 Fourth Priority Senior
Secured Floating Rate Notes Due 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $13,000,000 Class D Mezzanine Secured Floating
Rate Notes Due 2034,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Issuer: Trapeza CDO VI, Ltd.

Class Description: $39,500,000 Class B-1 Fourth Priority Senior
Secured Floating Rate Notes Due 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $56,500,000 Class B-2 Fourth Priority Secured
Fixed/Floating Rate Notes Due 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Trapeza CDO VII, Ltd.

Class Description: Class B-1 Third Priority Secured Floating Rate
Notes,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: Class B-2 Third Priority Senior Secured
Fixed/Floating Rate Notes,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Trapeza CDO IX, Ltd.

Class Description: $23,000,000 Class B-1 Fourth Priority Secured
Floating Rate Notes Due 2040,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $10,000,000 Class B-2 Fourth Priority Secured
Fixed/Floating Rate Notes Due 2040,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $25,000,000 Class B-3 Fourth Priority Secured
Fixed/Floating Rate Notes Due 2040,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: Trapeza CDO X, Ltd.

Class Description: $268,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2041,

  -- Prior Rating: Aa1
  -- Current Rating: Aa1, Review for Possible Downgrade

Class Description: $69,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041,

  -- Prior Rating: Aa2
  -- Current Rating: Aa2, Review for Possible Downgrade

Class Description: $31,000,000 Class B Third Priority Secured
Deferrable Floating Rate Notes Due 2041,

  -- Prior Rating: Baa3
  -- Current Rating: Baa3, Review for Possible Downgrade

Class Description: $21,000,000 Class C-1 Fourth Priority Secured
Deferrable Floating Rate Notes Due 2041,

  -- Prior Rating: Caa1
  -- Current Rating: Caa1, Review for Possible Downgrade

Class Description: $35,000,000 Class C-2 Fourth Priority Secured
Deferrable Fixed/Floating Rate Notes Due 2041,

  -- Prior Rating: Caa1
  -- Current Rating: Caa1, Review for Possible Downgrade

Issuer: Trapeza CDO XI, Ltd.

Class Description: $53,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041,

  -- Prior Rating: Aaa
  -- Current Rating: Aaa, Review for Possible Downgrade

Issuer: TRAPEZA EDGE CDO, LTD.

Class Description: $50,500,000 Class B-1 Fourth Priority Secured
Floating Rate Notes Due 2035,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $22,500,000 Class B-2 Fourth Priority Secured
Fixed Rate Notes Due 2035.,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Issuer: Tropic CDO I Ltd.

Class Description: $32,000,000 Class A-4 Fixed/Floating Rate Notes
Due October 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $48,000,000 Class A-4L Floating Rate Notes Due
October 2033,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $25,000,000 Class B-1L Floating Rate Notes Due
October 2033,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Issuer: Tropic CDO II, LTD

Class Description: $30,000,000 Class A-4 Fixed/Floating Rate Notes
Due April 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $38,000,000 Class A-4L Floating Rate Notes Due
April 2034,

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $15,000,000 Class B-1L Floating Rate Notes Due
April 2034,

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, Review for Possible Downgrade

Issuer: TROPIC CDO III LTD

Class Description: $40,500,000 Class A-4A Fixed/Floating Rate
Notes Due 2034,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $20,000,000 Class A-4B Fixed/Floating Rate
Notes Due 2034,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $19,500,000 Class A-4L Floating Rate Notes Due
2034,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: TROPIC CDO IV LTD.

Class Description: $35,000,000 Class A-4 Fixed/Floating Rate Notes
Due April 2035,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $26,000,000 Class A-4L Floating Rate Notes Due
April 2035,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $20,000,000 Class B-1L Floating Rate Notes Due
April 2035,

  -- Prior Rating: Baa3
  -- Current Rating: Baa3, Review for Possible Downgrade

Issuer: Tropic CDO V Ltd.

Class Description: $51,000,000 Class A-2L Deferrable Floating Rate
Notes Due July 2036,

  -- Prior Rating: Aa1
  -- Current Rating: Aa1, Review for Possible Downgrade

Class Description: $62,000,000 Class A-3L Floating Rate Notes Due
July 2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $45,000,000 Class A-3F Fixed/Floating Rate
Notes Due July 2036,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $50,000,000 Class B-1L Floating Rate Notes Due
July 2036,

  -- Prior Rating: Baa3
  -- Current Rating: Baa3, Review for Possible Downgrade

Class Description: $8,000,000 Class B-2L Floating Rate Notes Due
July 2036,

  -- Prior Rating: Ba2
  -- Current Rating: Ba2, Review for Possible Downgrade

Issuer: US Capital Funding I LTD

Class Description: $45,000,000 Class B-1 Floating Rate Senior
Subordinate Notes Due 2034,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $24,000,000 Class B-2 Fixed/Floating Rate
Senior Subordinate Notes Due 2034,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: US Capital Funding II LTD

Class Description: $70,000,000 Class B-1 Floating Rate Senior
Subordinate Notes Due 2034,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $40,000,000 Class B-2 Fixed/Floating Rate
Senior Subordinate Notes Due 2034,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: US Capital Funding III, Ltd.

Class Description: $39,100,000 Class B-1 Floating Rate Senior
Subordinate Notes Due 2035,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $48,000,000 Class B-2 Fixed/Floating Rate
Senior Subordinate Notes Due 2035'

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Issuer: U.S. CAPITAL FUNDING IV, LTD.

Class Description: $92,250,000 Class B-1 Floating Rate Senior
Subordinate Notes Due 2039,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $12,500,000 Class B-2 Fixed/Floating Rate
Senior Subordinate Notes Due 2039,

  -- Prior Rating: A3
  -- Current Rating: A3, Review for Possible Downgrade


* Fitch Says Negative Rating Trend in Global Bank to Continue
-------------------------------------------------------------
Fitch Ratings expects further negative rating actions on banks in
the coming months, as the operating environment remains tough and
the global economy continues to slow.  There were more than twice
as many negative rating actions taken during Q208 than positive
actions, intensifying the negative trend already experienced in
the previous two quarters.

In its latest quarterly report on "Global Bank Rating Trends",
Fitch says the number of Positive Outlooks compared to Negative
Outlooks assigned to bank ratings has steadily fallen over the
past 15 months, with the number of Negative Outlooks surpassing
that of Positive Outlooks at end-June 2008.

Although the immediate liquidity risks in the global banking
system have been partly alleviated by measures taken by central
banks, wider concerns about the extent to which global credit
market conditions are likely to feed through to the real economies
of developed countries intensified in Q208.  "Banks in developed
markets now face the prospect of increased credit costs on top of
higher funding costs," says Gerry Rawcliffe, Managing Director and
Group Credit Officer in Fitch's Financial Institutions Group.
"Furthermore, Fitch does not rule out further write-downs of
structured products, including write-downs related to financial
guarantors."

During Q208 there were 69 negative rating actions on banks as
opposed to 31 positive actions.  Although there were still more
positive actions in emerging markets than negative, there were
significantly more negative actions than positive actions in
developed markets.  Rating downgrades during the quarter were
predominantly in Europe, although there were some further
downgrades in the developed Americas as well.

Having peaked in Q107 at five to one, at end-Q208 the number of
Positive Outlooks was surpassed by the number of Negative Outlooks
for the first time since the Global Bank Rating Trends report
series began in 2006.  The increase in Negative Outlooks largely
related to banks in developed Europe and developed Americas.
Despite this negative shift in Outlooks, around 80% of Fitch's
bank ratings still have Stable Outlooks.


* Fitch: Copper, Aluminum Prices on New  Peaks on US Dollar Slump
-----------------------------------------------------------------
Fitch Ratings believes U.S. dollar declines, cost inflation, power
shortages and other disruptions to production have resulted in
copper and aluminum prices reaching new peaks in July, despite new
supply and weakening demand from the United States and Europe.
Demand from China and other developing nations continue to drive
strong growth in consumption.

Constraints to earnings include: declining ore grades; rising
energy and fuel prices; capital costs, consumable and labor costs
inflation; and increasing governmental and non-governmental public
action to curtail production.  Fitch does not expect cost
pressures to ease in the medium term.  The overall Rating Outlook
on the industry is Stable.

Fitch expects price volatility to persist over the short-to-medium
turn given the size of the markets and increased speculative
volumes.  Reaction to unexpected disruptions or new supply
surprises has been swift and dramatic albeit short term in nature.

Key 2008 Themes/Events:

  -- Tighter credit generally appears to be affecting trading and
     stocking activity and may lead to market distortion.

  -- Declines in U.S. residential construction and automotive
     sales are translating to declines in U.S. demand for copper,
     aluminum, nickel and zinc.

  -- China accounts for 20%-35% of the world's consumption of base
     metals and continued fixed-asset investment underpins strong
     demand growth.  Efforts to slow down the economy to rein in
     inflation may affect metals demand.

  -- China's production was hampered in February by
     extraordinarily heavy snows and again in May with the
     earthquake.  Production cuts of 5%-10% for some metals are
     expected during August to cut pollution and conserve power.
     In all Fitch does not expect these disruptions to have a
     significant or lasting effect.


* Fitch: New Econ. Stress in US Banking Takes a Toll on Investors
-----------------------------------------------------------------
New economic worries and stress in the U.S. banking sector have
taken a further toll on investor sentiment according to the latest
Fitch Ratings/Fixed Income Forum Survey of senior fixed income
money managers conducted in June.

Approximately two-thirds of investors now expect the credit
markets to stabilize no earlier than 2009, in contrast to the
January 2008 survey when most expected stability to return in
2008.  Nearly all investors place stability in the housing market
as a 2009 or later event and half of investors surveyed believe a
recession is highly likely in the U.S. over the coming year.

When asked to comment on the degree of risk posed by a series of
key macroeconomic factors, inflation and oil price volatility, not
surprisingly, registered the biggest gains in terms of factors
considered most detrimental to the credit outlook.  Survey results
confirm that the dramatic spike in oil prices in the first half of
2008 has further clouded the outlook for the U.S. economy, raising
the spectre of a slow-growth, high-inflation environment.

In the recent survey there was an interesting divide in opinions
on the outlook for the financial sector, with investor
expectations essentially split between deterioration and
improvement in credit quality over the coming year.  However, the
failure of a financial institution received the most votes as a
high risk factor going forward.  This response, given prior to the
recent troubles at IndyMac and Fannie Mae and Freddie Mac, held
steady even after the first-quarter rescue of Bear Stearns,
suggesting strong investor scepticism that the worst of the crisis
at financial firms had passed, a concern that has proven more than
justified.

'Taken together, the recent batch of survey responses suggests
that risk tolerance, at least among more traditional fixed income
investors, remains low, which in itself presents a problem for the
credit outlook,' said Mariarosa Verde, Managing Director and Head
of Fitch Credit Market Research.  'Investor confidence is the
ultimate ingredient in getting the credit markets back on track.'

Survey participants continued to be bearish on the direction of
corporate default rates over the next 12 months, with nearly all
participants expecting higher default rates.  In addition, most
investors expect an increase in corporate leverage over the coming
year.

'Given the slowdown in the broader economy, it is not surprising
that investors expressed the most concern about cyclical
industries, the high yield corporate sector, as well as structured
finance areas exposed to the housing market,' said James
Batterman, Managing Director in Fitch's Credit Policy Group.

Investors do not anticipate any near-term rebound in issuance in
high yield corporate or structured finance.

The Fitch Ratings/Fixed Income Forum Survey is designed to provide
insight into the opinions of professional money managers on the
state of the U.S. credit markets.  In carrying out this survey,
the fifth in the series, 72 senior investment professionals
representing a wide range of institutions were queried on matters
involving the economy, corporate strategies, fundamental credit
conditions across various asset classes and industrial sectors,
and other relevant topics.


* Moody's Sees Stability in Global Non-Durable Products Industry
----------------------------------------------------------------
Moody's outlook for the global consumer non-durable products is
stable.  This outlook expresses our expectations for the
fundamental credit conditions in the industry over the next 12 to
18 months.  Moody's view is supported by expectations for modest
revenue growth for the sector offset by the challenge associated
with managing high raw material and distribution costs.  Growth
will be weakest in the developed economies of North America,
Europe and Japan, strongest in the emerging markets, particularly
the BRIC region.

Companies with a diversified portfolio of strong branded products
will weather the economic and cost pressures best.  The second
tier brands will struggle to push through price increases and may
come under threat from private label operators who will have a
good opportunity to capture market share in the current
deteriorating economic environment.  Should the economic
environment worsen significantly, weaker positioned brands are
likely to suffer disproportionately.  Cosmetics and fragrance
companies will feel more pressure in the weak economic environment
as well.  Strong brands may remain stable given the non-
discretionary nature of a sizable portion of the consumer non-
durable space.

While in Moody's view the industry outlook over the next 12 to 18
months is stable, we believe the most significant challenges will
include a company's ability to manage rising operating costs
either through improving operating efficiencies and/or higher
pricing.  In the near term, the sector also faces the potential
for a severe economic downturn as the problems in the U.S. impact
other regions.


* Moody's: Issuers with Weakest Liquidity Rating Hit Record High
----------------------------------------------------------------
The number of speculative-grade issuers with Moody's weakest
liquidity rating hit a record level in June as several companies
were swept up in the one-year-old liquidity crunch, Moody's
Investors Service said.

For the first time since February 2003, SGL-4s--the weakest
composite rating--account for 11% of SGL-rated universe of 490
companies.  That percentage has doubled since June 2007, before
the onset of the credit crunch last summer.  Seven downgrades
during June brought the total of SGL-4s to 53 at the end of the
month.

With more companies struggling to maintain their liquidity
positions amid a consumer-spending slowdown and commodity-cost
increases, the ratings agency downgraded the liquidity ratings of
15 companies and upgraded just four during June.

"The range of companies downgraded has expanded, as have the
underlying catalysts," John Puchalla, Moody's vice-president said.

"The four components that go into a composite SGL score—cash flow
and internal sources of cash, liquidity availability and external
sources of cash, covenants and alternative sources of liquidity—
all came into play in June," Mr. Puchalla says.

Overall, for companies with lower SGL ratings, the rate of
Corporate Family Rating deterioration was higher than it was for
companies with SGL-1 and SGL-2 ratings.

In addition, the one-year default rate for SGL-4 issuers rose to
21.6% in June, from 17% in May, above the 18.7% average since
Moody's first assigned SGL ratings in October 2002.  The one-year
default rate for all SGL issuers climbed to 2.6%, surpassing the
historical average of 2.4%.


* Moody's Shows How its New Risk Measures Work for ABS Sector
-------------------------------------------------------------
Moody's Investors Service published a report that shows how its
new supplemental risk measures for structured finance transactions
will work in practice within the U.S. vehicle asset-backed
securities (ABS) sector.

The report, "Assumption Volatility Scores and Loss Sensitivities
in the U.S. ABS Vehicle Sector", details the assignment of
Assumption Volatility (V) Scores and Loss Sensitivities to
prototypical transactions in each vehicle ABS sub-sector,
illustrating the new forms of risk measurement introduced by
Moody's in May.

"These measures provide greater insight on potential factors that
could lead to ratings volatility and the potential impact of
changes in assumptions," Warren Kornfeld, Moody's managing
director says.

Moody's found that V Scores ranged from Low for prime auto loans
to Medium for subprime auto loans, rental cars, dealer floorplan
loans, and auto leases. Loss Sensitivities for the senior Aaa-
rated tranches ranged from two to four notches; the Loss
Sensitivities for subordinated tranches rated Aa and lower ranged
from six to 11 notches.

Moody's will begin reporting transaction-specific V Scores and
Loss Sensitivities in pre-sale reports, new issue reports and
press releases for all new transactions in the U.S. vehicle ABS
sector marketed on or after July 28, 2008.  Moody's will also
begin the process of rolling out similar reporting for new
transactions in other global structured finance sectors over the
remainder of 2008, following the publication of similar sector
reports for each new asset class.

In May, Moody's proposed the two additional risk measures to
enhance the transparency and information content of its structured
finance ratings.  Over the last two months, Moody's reached out to
market participants and incorporated feedback received in the
development and application of the newly introduced risk measures.

"Market participants have responded quite favorably to the utility
of these new measures and the greater transparency into our
ratings that they provide," Mr. Kornfeld added.  "We look forward
to further market input as we continue to roll out, adjust and
finalize our approach to these measures for the other structured
finance asset classes globally."

Moody's V Scores measure a transaction's exposure to factors that
contribute to uncertainty in estimating credit risk and could give
rise to ratings volatility.  V Scores rank transactions on a five
point scale by the potential for significant rating changes owing
to uncertainty around the assumptions and the related modeling
that underlie the ratings.

Moody's Loss Sensitivities measure the number of notches that the
rating on a Moody's-rated structured finance security would likely
move downward if the loss expectations assumed for the
transaction's underlying collateral pool were presumed to be
substantially higher at issuance than those actually used to rate
the transaction.


* S&P Cuts Ratings on 1,317 Classes from 270 US Subprime RMBS
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 1,317
classes from 270 U.S. subprime residential mortgage-backed
securities transactions issued in 2005.  S&P removed 35 of the
lowered ratings from CreditWatch with negative implications.  At
the same time, S&P placed an additional 390 ratings on CreditWatch
negative.  Furthermore, ratings on 123 classes remain on
CreditWatch negative.  Finally, S&P affirmed its ratings on 2,350
classes and removed 19 of the affirmed ratings from CreditWatch
negative.  All of the affected transactions have breached a
cumulative loss or delinquency trigger.  The classes affected by
the negative rating actions have an outstanding balance of
approximately $39.47 billion, or about 8.80% of the par amount of
U.S. RMBS transactions backed by subprime mortgage loans rated by
Standard & Poor's in 2005.

2005 Subprime Rating Actions

The downgrades and CreditWatch placements reflect S&P's opinion
that projected credit support for the affected classes is
insufficient to maintain the ratings at their previous levels,
given its current projected losses.  S&P calculated its projected
losses using the subprime default curves described in "Standard &
Poor's Revised Default And Loss Curves For U.S. Subprime RMBS,"
published Oct. 19, 2007, on RatingsDirect.  Due to current market
conditions, S&P expect it will take approximately 15 months to
liquidate loans in foreclosure and approximately eight months to
liquidate loans categorized as real estate owned.  In addition,
S&P are assuming a loss severity of 40% for U.S. subprime RMBS
transactions issued in the first half of 2005 and a 45% loss
severity for transactions issued in the second half of 2005.  S&P
assume different loss severity assumptions for the first and
second half of 2005 transactions to reflect the earlier vintage's
additional housing price appreciation.

In reviewing the 2005 subprime transactions, S&P employed the
surveillance assumptions announced on Jan. 15, 2008, and described
in "U.S. RMBS Surveillance, CDO Of ABS Assumptions Revised Amid
Defaults, Negative Housing Outlook."  S&P believe it's appropriate
to apply its expected lifetime losses as the depth and duration of
the housing downturn continues to increase.

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.  For
mortgage pools that continue to show increasing delinquencies, S&P
increased its stresses to account for potential increases in
monthly losses.  In order to maintain a rating higher than 'B', a
class had to absorb losses in excess of the base-case assumption
S&P assumed in its analysis.  For example, a class may have to
withstand 115% of its base-case loss assumption in order to
maintain a 'BB' rating, while a different class may have to
withstand 125% of our base-case loss assumption to maintain a
'BBB' rating.  S&P affirmed a rating at 'AAA' if it can withstand
approximately 150% of its base-case loss assumptions under its
analysis, subject to individual caps assumed on specific
transactions.  S&P determined the caps by limiting the amount of
remaining defaults to 90% of the current pool balances.  

In addition, S&P lowered its ratings on many of the 2005 vintage
certificates previously rated 'B' and 'CCC' and other ratings from
pools with extraordinarily high levels of severely delinquent
loans (90-plus days, foreclosures, and REOs) to 'CC', as our
analysis indicated that these classes have a greater likelihood of
default in the near future.

               Factors Driving RMBS Rating Actions
  
Mortgage Pool Performance
  
Monthly performance data reveals that 2005 vintage transactions
continue to accumulate delinquencies and foreclosures.  As of the
June 25, 2008, distribution date, serious delinquencies on U.S.
subprime RMBS transactions issued during 2005 were 27.50% of the
current pool balances, up 37% since December 2007.  During the
same time period, cumulative realized losses increased to 2.50% of
the original principal balances from 1.29%.
  
Given the continued pessimistic outlook for the U.S. housing
market, the build up of residential inventory, and the rapid
deterioration in collateral performance, Standard & Poor's expects
that subprime transactions issued in 2005 will experience
cumulative losses ranging from 8.50% to 12.50%.  S&P are
projecting cumulative losses for transactions issued in the first
half of 2005 will range from 4.25% to 8.25%, while transactions
issued in the second half of 2005 will experience cumulative
losses of 11.75% to 15.75%.  A list of deal-specific projected
losses can be found in "S&P Provides Projected Losses For U.S.
Subprime RMBS Issued In 2005," published July 23, 2008, on
RatingsDirect.
   
Transactions that are passing both cumulative loss and delinquency
triggers were not part of this review. Due to the step-down
feature of these transactions, S&P will be performing detailed
cash flow analysis to assess the amount of credit support to be
released.  S&P expect to finalize ratings on all 2005 U.S.
subprime RMBS transactions in the next few weeks.



* S&P Expands 'C' Rating Definition; Revises Ratings on Six Issues
------------------------------------------------------------------
Standard & Poor's Ratings Services has expanded the definition of
its 'C' rating to include issues on which cash coupon payments
have been deferred, eliminated, or, in some cases, paid in kind
(PIK), as permitted under the terms of the issue.  As a result,
S&P have revised its ratings on six hybrid capital issues to 'C'
from 'D'.  This change does not affect any issuer credit ratings.
     
S&P will generally continue to assign a 'D' rating to issues that
are in payment default or when the issuer has filed for bankruptcy
or taken similar action.
     
"We will now use the 'C' rating for types of nonpayment that are
permitted under the terms of the instrument to more clearly
distinguish these from cases that do constitute events of default,
for which holders have specified remedies," said Standard & Poor's
credit analyst Scott Sprinzen.  Since 1999, S&P's rating approach
had focused on whether cash payments were made.
     
This change applies to all types of corporate and financial
institution hybrid capital instruments, including trust preferred
stock, perpetual preferred stock, deferrable debt instruments,
mandatory convertible instruments, and PIK debt.
     
Standard & Poor's will continue to assign the 'C' rating to
subordinated debt, preferred stock, or other obligations that are
currently highly vulnerable to nonpayment.  S&P will also assign
it to obligations that have payment arrearages allowed by the
terms of the documents.  When payments are made in-kind on PIK
debt, Standard & Poor's may continue to assign a rating higher
than 'C'.  Moreover, S&P do not apply the 'C' rating to structured
finance issues that defer or pay in kind in accordance with their
terms.
     
This change has led to rating revisions to 'C' from 'D' on six
issues:

     -- Rural Cellular Corp.'s 12.25% junior exchangeable
        preferred stock.  At the same time, Standard & Poor's
        placed this rating on CreditWatch with positive
        implications, reflecting S&P's expectation that the
        acquisition of Rural Cellular by Verizon Communications
        Inc. constitutes a change of control, requiring Rural
        Cellular to redeem the preferred stock and pay any
        accumulated dividends.

     -- Hovnanian Enterprises Inc.'s 7.625% Series A perpetual
        convertible preferred stock.

     -- Security Capital Assurance Ltd.'s perpetual preference
        noncumulative hybrid Series A.  At the same time, Standard
        & Poor's placed this rating on CreditWatch with negative
        implications.  This reflects S&P's view that there is
        execution risk in the restructuring plan and strategy for
        increasing claims-paying resources of SCA's financial
        guarantee subsidiaries: XL Capital Assurance Inc. and XL
        Financial Assurance Ltd.  If the company were to prove
        unsuccessful in its restructuring and increasing claims-
        paying resources, S&P believe that XLCA and XLFA would
        effectively be in run-off, in which case it could lower
        all of the ratings.

     -- Six Flags Inc.'s 7.25% preferred income equity redeemable
        shares.

     -- Fleetwood Capital Trust's convertible trust preferred
        securities.

     -- Scottish Re Group Ltd.'s variable-rate noncumulative
        perpetual preferred stock.  Standard & Poor's placed this
        rating on CreditWatch with negative implications; the
        'CCC-' counterparty credit rating on the company is
        already on CreditWatch negative.


* Summary of Key Issues on Amendments to BIA and CCAA
-----------------------------------------------------
Both the Bankruptcy and Insolvency Act and the Companies'
Creditors Arrangement Act were amended by Chapter 47 of the
Statutes of Canada, 2005, and Chapter 36 of the Statutes of
Canada, 2007.  The Office of the Superintendent of Bankruptcy
Canada released the legislative amendments to c. 47 and c. 36,
which are broad ranging and significant.  The legislative
amendments are intended to achieve these main goals:

   1. to encourage restructuring of viable businesses as an
      alternative to bankruptcy.  In this regard, the CCAA will
      be significantly modified to provide increased
      predictability and consistency while preserving its
      flexibility.

   2. to improve the protection for workers in bankruptcy.  The
      amendments also create the legislative framework for the
      Wage Earner Protection Program (WEPP), which will ensure
      that workers receive compensation for their claims.

   3. to make the insolvency system fairer and to reduce the
      potential for abuse.  Inequities in the treatment of
      personal bankruptcies will be addressed and the scope for
      abuse will be curbed, while respecting the fundamental
      objective of providing a fresh start to the honest, but
      unfortunate, debtor.

This is a summary of key issues that are addressed in c.47 and
c.36.

                        Commercial Issues

Wage Earner Protection Program Act

The Wage Earner Protection Program Act creates the Wage Earner
Protection Program, which provides for the payment of outstanding
wages (capped at $3,000) to individuals whose employment is
terminated as a result of a bankruptcy or receivership.  The term
"wages" is defined to include salary and vacation pay, but does
not include severance or termination pay.  Employee claims are
reduced by any amount paid to them by a receiver or trustee.

The WEPP provisions allow the program to cover insolvency
professionals' fees in certain cases and under certain conditions
where there are insufficient assets to cover the costs of carrying
out those duties related to the operation of the WEPP. Trustees
and receivers are required to perform numerous duties to support
the operation of the program.  A due diligence defense has been
included.

Wage Claims

The claims of workers under the WEPP are secured against current
assets to the extent of $2,000. Division I proposals under the BIA
and plans of compromise or arrangement under the CCAA must provide
for payment of those claims immediately after court approval or
sanction.

Section 138 of the BIA, dealing with the postponement of wage
claims of relatives, is repealed and new provisions have been
added to preclude persons who were not dealing at arm's length
with the bankrupt from having a secured claim for wages unless the
trustee or receiver determines it is appropriate in the
circumstances.  Officers and directors are also precluded from
having a secured claim for wages.

Pension Protection

Provisions are added to provide a priority over all assets for the
payment of normal prefiling pension contributions, not including
any unfunded pension liabilities, in bankruptcies and
receiverships.  As well, Division I proposals and CCAA plans that
do not provide for these payments are not to be approved by the
court unless the parties to the pension plan have entered into an
agreement approved by the relevant pension regulator.

Collective Agreements

Any collective agreement between an employer and a union shall
remain in force on its terms unless the agreement is amended by
agreement of the parties.  Upon application by an insolvent
person, the court may make an order authorizing the insolvent
person to serve a notice to bargain on the union pursuant to the
labor legislation of the relevant jurisdiction.  If the court-
ordered bargaining fails, there is no provision for the court to
disclaim, terminate or revise the collective agreement.  If the
collective agreement is amended by agreement of the parties, the
union has a claim as an unsecured creditor for the value of
concessions granted.

Liability of Trustees

Trustees and monitors who carry on the business will not be liable
for any claims that existed prior to their appointment explicitly,
including liability as a successor employer.

Monitors

Monitors under the CCAA must be licensed trustees and the
company's auditor may not be the monitor.

Interim Receivers

Time limits regarding the duration of interim receiverships have
been established and restrictions have been introduced relating to
the powers that may be granted to interim receivers.  The
application for the appointment of an interim receiver is to be
filed in the "locality of the debtor."

National Receivers

Judges exercising their powers under the BIA may appoint receivers
under Section 243 of the BIA.  The term "receiver" also refers to
receivers appointed under provincial legislation and explicitly
gives the court authority to appoint the receiver to take any
action the court considers advisable. Receivers so appointed must
be licensed trustees.  The application for the appointment of a
receiver is to be filed in the "locality of the debtor."

If a notice to enforce security is to be sent under Section 244(1)
of the BIA, the court may not appoint a receiver until the 10-day
notice period has expired unless the debtor consents to an earlier
enforcement or the court considers it appropriate to appoint a
receiver before then.

Regulatory Stay

A regulatory body is not stayed in its function except to the
extent that it is seeking to enforce rights as a creditor.

Interim Financing

The court may grant interim financing with priority over existing
security interests as the court may specify. An application for
interim financing must be made on notice to secured creditors who
are likely to be affected by the order.

The factors for the court to consider on an application for
interim financing are modified, and it is made explicit that
interim financing charges may not secure pre-existing debts.

Disclaimers

Agreements, or executory contracts, other than certain specified
agreements, may be disclaimed in a Division I proposal or CCAA
case.  The co-party may seek a declaration that the disclaimer is
invalid and a list of factors is set out for the court to consider
in making its determination.  If the agreement is disclaimed, the
co-party will have a claim for damages as an unsecured creditor.
Where the agreement relates to intellectual property, the
disclaimer does not affect the co-party's right to use the
intellectual property, nor the right to enforce an exclusive right
to use the intellectual property, so long as the co-party
continues to perform its obligations under the agreement.

Assignments

Agreements may be assigned, subject to the proposed assignee
meeting certain requirements and provided any financial defaults
under the agreement are to be remedied.  The factors for the court
to consider in determining whether to make an order assigning an
agreement are specified and include whether the trustee or monitor
approved the proposed assignment.

Asset Sales

The sale of assets in an ordinary administration bankruptcy to
"related parties" requires court approval.

In Division I proposals and CCAA cases, assets may not be sold out
of the ordinary course of business unless the sale is approved by
the court on notice to all secured creditors likely to be affected
by the sale.  Factors for the court to consider are specified.
Where the proposed sale is to a "related party," the court must be
satisfied that additional conditions are met.

Ipso Facto Clauses

The protection afforded to debtors under consumer proposals and
Division I proposals against the impact of "ipso facto" clauses  
is extended to bankruptcies and CCAA files.

Eligible financial contracts are excluded from the application of
these provisions.

Transfers at Undervalue

Settlements and reviewable transactions are replaced with a single
cause of action -- "transfer at undervalue" or "TUV".  It will be
a question of fact for the court to determine (1) whether the
transfer was at undervalue, and (2) whether the parties were at
arm's length or at non-arm's length.  Persons who are related to
each other are deemed not to deal at arm's length unless there is
evidence to the contrary.

If the court finds that the transaction was a transfer at
undervalue and that the other party was at arm's length, the court
may grant judgment for the difference between the actual
consideration and the fair market value if the transfer took place
within one year before the date of the initial bankruptcy event
and the debtor was insolvent at the time of the transfer and the
debtor intended to defeat the interests of creditors.

If the court finds that the transaction was a transfer at
undervalue and that the other party was not at arm's length, the
court may grant judgment for the difference between the actual
consideration and the fair market value if the transfer took place
within one year before the date of the initial bankruptcy event or
within one year to five years before the date of the initial
bankruptcy event if the debtor was insolvent at the time of the
transfer or intended to defeat the interests of creditors.

Preferences

If the preference was made to a non-arm's-length creditor within
one year, no intention test is required.  Instead, it is an
effects-based test.

The BIA's transfer at undervalue and preference provisions are
incorporated into the CCAA by reference.  Trustees and monitors
will now have to report on the reasonableness of a decision to
exclude the application of the TUV and preference provisions from
a proposal or a compromise or arrangement.

Directors

The court may order that the director or person acting in the
capacity be removed if the court is satisfied that the director
may unreasonably impair the insolvent person's ability to complete
a viable proposal or plan.  The court may also grant a priority
charge against the assets of the insolvent person in favor of the
directors for an amount reasonably necessary to indemnify them
against obligations and liabilities they may incur following the
date of the filing and ending at the completion of the proceeding.
The charge may be given priority over existing security.  Notice
is required to be given to secured creditors who are likely to be
affected by the order granting the charge.

Payment of Professional Costs

In Division I proposals and CCAA cases, the court may make an
order providing that the property of the debtor is subject to a
charge to pay the expenses of professional advisers of any
interested party if the court is satisfied that the order is
necessary for the effective participation of the interested party.
The charge may be given priority over existing security.  Notice
is required to be given to secured creditors who are likely to be
affected by the order.

Critical Suppliers

In CCAA filings only, the court may make an order declaring a
person to be a critical supplier and may make an order requiring
continued supply on terms and conditions consistent with the
supply relationship or on any basis the court considers
appropriate.  Critical suppliers must be given security by the
court over the property of the debtor and such security may be
given priority over any existing security.  Notice is required to
be given to secured creditors who are likely to be affected by the
order.

Unpaid Suppliers' Rights

Unpaid suppliers have 15 days after bankruptcy or the appointment
of a receiver to submit a written demand for goods delivered to
the purchaser or the purchaser's agent (e.g., third-party
warehouse) within 30 days before the bankruptcy or appointment of
the receiver.

Shareholder Approval

The amending bill allows the court to order that the constating
instrument of the debtor company be amended in accordance with the
terms of the proposal or compromise or arrangement.  The court may
also order the sale of assets outside the ordinary course of
business even if shareholder approval was not obtained.

Plan Approval

The court may establish a claims bar date in respect of voting
rights for a plan and for inclusion in a class of creditors for
the purpose of any distribution.

Treatment of Equity Claims

Claims arising from the purchase or sale of equity of the bankrupt
or debtor company are subordinated to all other claims.  The class
of creditors having equity claims may not vote at any meeting
unless the court orders otherwise.  Creditors with equity claims
are not entitled to a dividend until all other claims are
satisfied.  No proposal or compromise or arrangement that provides
for payment of an equity claim is to be approved or sanctioned by
the court unless all other claims are to be paid in full.

Income Trusts

Provisions have been added to deal with the insolvency of an
income trust.

Eligible Financial Contracts

These changes were effected by the Budget Implementation Act, 2007

   1. Definition of "eligible financial contract" is
      updated and moved to regulations to provide greater
      flexibility with respect to future updates.

   2. Carve out for EFCs from the application of the stay
      provisions is clarified.

   3. Ability of parties to terminate EFCs post insolvency
      filing (i.e., impact of the ipso facto provision) does
      not apply to EFCs.

Aircraft Objects

Provisions have been added regarding the treatment of aircraft
objects in Division I proposals and CCAA cases.

UNCITRAL

The principles of the UNCITRAL Model Law, or the United Nations
Commission on International Trade Law, on Cross-Border
Insolvencies are adopted.

CCAA Oversight

The Office of the Superintendent of Bankruptcy will maintain a
public registry of CCAA filings and will have supervisory powers
in relation to the conduct of monitors under the CCAA.

CCAA Process

Provisions have been introduced with a view to making the process
under the CCAA more transparent (i.e., notice provisions, cash-
flow statements on a weekly basis, etc.).

                         Consumer Issues

Bankrupts with High Income Tax Debt

Bankrupts with personal income tax debt in an amount exceeding
$200,000, representing 75% or more of total unsecured proven
claims, will not be eligible for an automatic discharge.

Surplus Income

First-time bankrupts who have surplus income are required to
contribute the surplus to their estate for 21 months and second-
time bankrupts are required to contribute for 36 months, subject
in both cases to a change in circumstances that impacts on the
surplus income obligation.

Definition of Income

The definition of "total income" has been amended to include
amounts received by the bankrupt between the date of bankruptcy
and the date of discharge, including amounts for wrongful
dismissal, pay equity settlements or workers' compensation, but
not including amounts received during the same time period as a
gift, inheritance or other windfall.

A requirement to pay surplus income is enforceable against income
that would otherwise be exempt, and income earned but not yet
received is included in the definition of "total income."

Income Tax Refunds

Income tax refunds for both the pre- and post-bankruptcy period
will form part of the estate of the bankrupt.  There is a carve
out for the portion of the income tax refund that is garnishable
money under a summons for child and spousal support.

Post-Discharge Payment Agreements

Agreements regarding the payment of trustee's fees and expenses
are permissible and enforceable post-discharge provided: (1) the
bankrupt's income is below the level where a surplus income
obligation would arise; (2) the amount to be paid under the terms
of the agreement does not exceed a prescribed amount; and (3) the
payments do not extend beyond 12 months following discharge.

RRSP Exemptions

Amounts held in Registered Retirement Savings Plan, or RRSPs, are
exempt from seizure in bankruptcy, subject to a possible clawback
for contributions made in the 12 months preceding bankruptcy.  
Where provincial legislation exempts RRSPs from execution, the
provincial legislation will apply.  Where provincial legislation
is silent regarding the treatment of RRSPs, they will be exempt
subject to the clawback referred to above.

Definition of Consumer Debtor

A consumer proposal may be filed by someone with up to $250,000 in
debts, excluding mortgages on their principal residence.

Discharge of Second-Time Bankrupts

Second-time bankrupts are eligible for an automatic discharge
after 24 months (36 months if they have surplus income).

Student Loans

The waiting period before which a student loan may be discharged
is reduced from 10 years to 7 years.  The period before which an
application may be made to court to request a discharge on the
basis of hardship is reduced from 10 years to 5 years.

The new time frame of 7 years will apply to all those who file for
bankruptcy after the coming into force date and to undischarged
bankrupts, i.e., student-loan borrowers who have become bankrupt
but who have not yet been discharged.

Section 178(1.1), or the "hardship provision," will be available
to all bankrupts, including those who have been discharged prior
to the coming into force of the provision.

Consumer Proposal Default

Administrators of consumer proposals are given discretion to
"revive" a consumer proposal that would otherwise be deemed
annulled.  Creditors retain the right to object to the revival of
the consumer proposal. Courts are given the power to make an order
reviving the consumer proposal on any terms the court considers
appropriate.  An application to court for an order reviving a
consumer proposal that has been deemed annulled may be made at any
time.  The amending bill has extended the time frames in which the
administrator of the consumer proposal may send the notices to
revive a consumer proposal.

Inadvertent Discharge of Section 178 Claims

Section 178 claims will not be discharged in a proposal except if
the proposal explicitly provides for the compromise of the section
178 claims and the creditor votes in favor of the proposal.

Debts not Released by Order of Discharge

Debts for services obtained through false pretenses or fraudulent
misrepresentations, together with debts for property obtained in
such circumstances, will be included as undischargeable debts.

Collection against Undischarged Bankrupts
Where Trustee Discharged

Creditors may realize against the property of a bankrupt without
leave of the court if the trustee has been discharged and the
bankrupt remains undischarged.

Mandatory Counseling

Debtors making a consumer proposal will have to undergo mandatory
counseling in order to receive a certificate of full performance.
Bankrupts who have refused to attend mandatory counseling will not
be eligible for an automatic discharge.

Statement of Affairs in Proposals

A statement of affairs is required to be completed in all
proposals.

                           Other Issues

Voting Issues or Non-Arm's-Length Voting Rights

If the outcome of a vote at a meeting of creditors is determined
by the vote of one or more persons who did not deal with the
debtor at arm's length within the one-year period before
bankruptcy, the chair redetermines the outcome not taking the vote
of those creditors into account.  This then becomes the outcome of
the vote unless an application is made to court within 10 days and
the court determines another outcome.  In an application to revoke
or vary a decision regarding the outcome of a vote, the court may
suspend the effect of the vote.

Professional Conduct Provisions

Amendments were made to the professional conduct provisions that
add clarity to issues that have arisen in various court
proceedings.

Legal Opinion

In order for a trustee of an estate to act for a secured creditor
in realizing on its security, the trustee must obtain an opinion
that the security is valid from independent legal counsel.

Orderly Payment of Debts

Provinces that have chosen to "opt in" to the Orderly Payment of
Debts provisions may also "opt out."

A full-text copy of the summary of the legislative amendments is
available for free at http://ResearchArchives.com/t/s?2ffa


* Raymond Chabot Expands Service Offering with Synerma Acquisition
------------------------------------------------------------------
Raymond Chabot Grant Thornton acquired Synerma, a management
consulting firm specializing in strategic cost management.
    
"The firms have very complementary expertise, since Synerma is
recognized for its strategic cost management and Raymond Chabot
Grant Thornton has in-depth knowledge of its geographical and
sector markets," Pierre Monette, vice-president, of Raymond Chabot
Grant Thornton's Montreal region, declared.  "Such an alliance
creates a major competitive advantage in the strategy and
organizational performance consulting services market."
    
"We decided to accept Raymond Chabot Grant Thornton's offer to
purchase since both of our firms are very successful primarily due
to the quality of the services we provide," Daniel Dube, President
and chief executive officer of Synerma, stated.  "It is one of the
fundamental aspects of our respective cultures and an integral
part of the client approach of our firms' professionals."

Headquartered in Quebec, Canada, Synerma --
http://www.synerma.com/-- is a consulting firm that specializes  
in corporate performance management.  Synerma's professionals
built their reputation through the completion of assignments,
involving strategic cost management methodologies.

Raymond Chabot Grant Thornton -- http://www.rcgt.com/-- is a firm  
specializing on assurance, taxation, consulting, turnaround and
insolvency services.  Founded in 1948, the firm has more than
2,000 employees, including over 240 partners, operating in more
than 90 offices across Quebec, eastern Ontario and New Brunswick.

* BOOK REVIEW: Corporate Players:
               Designs for Working and Winning Together
-------------------------------------------------------
Author:     Robert W. Keidel
Publisher:  Beard Books
Paperback:  276 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587982587/internetbankrupt

In American business, the metaphor of the sports team is commonly
used for business groups of all sizes -- from ad hoc teams of a
few members that deal with temporary problems to groups of
executive managers who are responsible for long-term corporate
survival and the profitability of an entire organization.

The sports team is a favored metaphor because sports bring
individuals with different talents and different responsibilities
together to perform a particular activity and pursue a common
objective.  Within its framework, sports also allow for the
outstanding performance of particular individuals and recognition
of that performance.  The sports tem metaphor has become so common
in business and so routinely applied to business teams of all
sorts and sizes that little thought is usually given to its
specifics.

Corporate Players -- Designs for Working and Winning Together
takes a close look at what makes a sports team function
effectively and win.  The author then applies these observations
to develop a plan for those in the corporate world to be as
successful as those in the sports world.  While a reprint of a
1988 book, the lessons in this book are timeless.

Keidel identifies three main types of teams found in business:
autonomy, control and cooperation.  The author relates each to a
particular type of sports team: autonomy for baseball, control for
football and cooperation for basketball.  A chart compares
differences among the three with respect to organizational
strategy, organizational structure, and organizational style.  

For instance, the organizational strategy for autonomy in base
ball is "adding value through star performers"; while the
organizational strategy for cooperation in basketball is
"innovating by combining resources in novel ways."

With a sharp analytic eye and decades of experience in different
aspects of business, including academic and government positions,
Keidel delves into the specifics of business groups as sports
teams.  

A fundamental point often overlooked by businesspersons is that
teams in different sports are different in significant ways.  An
understanding of these differences is crucial for executives,
managers, and consultants who are responsible for conceptualizing
a team in relation to a particular business matter and then
bringing together a team of individuals.  

As such, executives, managers and consultants have roles similar
to a general manager and coach of a sports team.  In some case,
they may also have the role of a player on the team.

This chart and other aids, together with the author's engaging
commentary and enlightening analyses, will help business leaders
select the right personnel, assemble a team capable of performing
the task at hand, and then coordinate all of the players to
accomplish the desired objective.

Robert W. Keidel has a Ph.D. from Wharton, and has also been a
Senior Fellow at this top business school.  An author of three
other books and many articles, he teaches courses in business
strategy, technology, and organization at Drexel University's
Lebow College of Business.  Robert Keidel Associates is his
business consulting firm.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Raphael M. Palomino, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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