TCR_Public/080728.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 28, 2008, Vol. 12, No. 178           

                             Headlines

51 MILL: Case Summary & 20 Largest Unsecured Creditors
ABITIBIBOWATER INC: Inks Consulting Agreement with T. Thorsteinson
ADVANCED MICRO: Dirk Mayer Succeeds Hector Ruiz as CEO
AERCO LIMITED: Fitch Affirms Ratings on Seven Note Classes
ALEXANDER CITY SPECIAL: S&P Cuts Revenue Bonds Rating to BB+

ANTHONY TRIGONA: Case Summary & 20 Largest Unsecured Creditors
AOT BEDDING: S&P Lowers Corporate Credit Rating to B from B+
ARCADIA RESOURCES: Amends 2008 Executive Compensation Plan   
ASARCO LLC: Alta Mining, et al. Can Hire Baker Botts as Counsel
ASARCO LLC: Doe Run Objects to Anthony Laizure as Fund Monitor

ASARCO LLC: NM Environment Dept. Opposes El Paso Smelter Reopening
ASG CONSOLIDATED: S&P Holds B+ Rating After $55MM Offering Add-On
ATA AIRLINES: Court Extends Lease Decision Deadline to Aug. 15
ATA AIRLINES: Plan Filing Period Extended to Feb. 26, 2009
AVISTAR COMMS: June 30 Balance Sheet Upside-Down by $14.8 Million

BICENT POWER: Operational Issues Cue S&P to Put On Negative Watch
BIRCH MOUNTAIN: Board Says Sale is Necessary to Regain Liquidity
BLOUNT INT'L: Inks Amended Employment Agreement with R. Irving III
BROADLANE INC: S&P Assigns 'B+' Corporate Credit Rating
C-BASS CBO: Collateral Deterioration Prompts Fitch to Junk Ratings

CHARMING SHOPPES: Alan Rosska to Receive $100,000 Monthly Salary  
CLARIENT INC: Stephen Zarrilli Replaces Brian Sisko in Board
COLUMBIA COUNTY HOSPITAL: S&P Cuts $14.5MM 1999 Bonds Rating to B-
DEXTER AVENUE: Case Summary & Five Largest Unsecured Creditors
DOLLAR GENERAL: S&P Affirms All Ratings; Revises Outlook to Stable

DOWNEY FINANCIAL: Moody's Cuts Bank Financial Strength Rating to D
EMBARCADERO AIRCRAFT: Fitch Keeps 'C/DR6' Ratings on Three Classes
FORD MOTOR: Improves Car Conversion Plan, Realigns Manufacturing
FORSTER DRILLING: W. Scott Resigns as Secretary and Treasurer
FRONTIER AIRLINES: Posts $60MM Net Loss in Year Ended March 31

GAYLE PROPERTY: Case Summary & Five Largest Unsecured Creditors
GPS INDUSTRIES: Files Patent Infringement Suit Against Prolink
GSAMP TRUST: S&P Puts Default Ratings on Two Loan Classes
IESI CORP: S&P Affirms 'BB' Long-Term Corporate Credit Rating
IKON OFFICE: S&P Holds 'BB-' Rating and Changes Outlook to Stable

INFOGROUP INC: S&P Keeps 'BB' Rating Under Negative CreditWatch
IRIDIUM SATELLITE: S&P Keeps 'B-' Rating on $170MM Facilities
ISTAR FINANCIAL: Fitch Cuts Preferred Stock Rating to BB from BB+
IVANHOE ENERGY: Closes C$90 Athabasca Oilsands Assets Acquisition
IXI MOBILE: Reduces Board Co-Chairman's Annual Salary by One-Third

JED OIL: Needs Additional Capital to Fund Operations
JIM PALMER: ActionView Seeks Legal Representative to Begin Talks
JOY DYEING: Robinson Diamant Approved as Bankruptcy Counsel
JOY DYEING: Files Schedules of Assets and Liabilities
JOY DYEING: Markets Los Angeles Building for $9.7 Million

JOY DYEING: Court Approves Postpetition Factoring Deal with Hana
JPMORGAN CHASE: S&P Junks Ratings on Three Classes of Certificates
KEY DEVELOPERS: Judge Williamson Approved Disclosure Statement
LID LTD: Files Ch. 11 Liquidation Plan and Disclosure Statement
LIFE UNIVERSITY BONDS: Moody's Rates Revenue Refunding Bonds Ba3

MAGNA ENTERTAINMENT: Completes Sale of Great Lakes Downs
MATTRESS HOLDINGS: Moody's Cuts Corporate Family Rating to B3
MAXXAM INC: Inks Agreement with PBGC on PALCO Pension Plan
MCCLATCHY CO: Revenue Pressures Cue Fitch to Cut IDR to B+ from BB
MERRILL LYNCH: Moody's Puts Low-B Ratings on Series 2000-Canada 3

MERRILL LYNCH: Moody's Puts Low-B Ratings on Six Classes of Certs.
MICHAEL ASHE: Case Summary & 14 Largest Unsecured Creditors
MILLENNIUM INSTITUTE: Case Summary & 19 Largest Unsec. Creditors
MIURA 2004-1: Fitch Junks Ratings on Three Classes of Notes
MODERN CONTINENTAL: Taps Hinckley Allen as Special Counsel

MODERN CONTINENTAL: Taps UHY Advisors as Financial Advisor
MORGAN STANLEY CAPITAL: S&P Holds Low-B Ratings on Cert. Classes
NATIONAL CITY: Posts $1.8BB Net Loss for Second Quarter of 2008
NATIONAL HOUSING: March & June 2008 Quarter Reports to be Delayed  
NRIC PROPERTIES: Voluntary Chapter 11 Case Summary

PACIFIC LUMBER: Maxxam Inks Pact with PBGC on PALCO Pension Plan
PALM INC: Weak Sales Cue S&P to Cut Ratings with Negative Outlook
PIPER RESOURCES: Seeks Farm In Funding, Moves CCAA Stay to Aug. 5
PLASTECH ENGINEERED: JD Norman May Acquire Brooklyn, OH Plant Only
PROXYMED INC: Gets Initial Approval to Use Laurus' $5.8MM DIP Loan

QUIGLEY CO: Judge Bernstein Adjourns Confirmation Hearing Sine Die
RAMPART MERCANTILE: CTO on Securities Removed, Reviews Options
RED SHIELD: Judge Approves $1.2 Million Financing
REVLON INC: Posts Preliminary Results For the 2008 Second Quarter
ROCKFORD RIBS: Case Summary & 20 Largest Unsecured Creditors

SEMGROUP ENERGY: Omnibus Agreement with SemGroup LP Has Terminated
SEMGROUP LP: Bankruptcy Won't Affect SemGroup Energy Unit
SEMGROUP LP: Affiliates Seek Protection Under CCAA (Canada)
SEMGROUP LP: Ceases as White Cliffs Manager Over GECC Loan Default
SHAW GROUP: S&P Lifts Rating to BB+ on Good Cash Flow Generation

SIMDAG-ROBEL LLC: Files Schedules of Assets & Liabilities
SIMDAG-ROBEL LLC: Wants to Hire Bush Ross as Bankruptcy Counsel
SOLO CUP: Moody's Assigns Stable B3 Corporate Family Rating
SOPHIA MEIMAROGLOU: Case Summary & 11 Largest Unsecured Creditors
STRATLAND ENTERPRISES: Voluntary Chapter 11 Case Summary

TABERNACLE CHRISTIAN: Case Summary & 20 Unsecured Creditors
TARGA RESOURCES: S&P's 'BB' Rating Unmoved by New Commodity Swaps
TAYLOR DIAGNOSTIC: Case Summary & 20 Largest Unsecured Creditors
THORNBURG MORTGAGE: T. Cooley Replaces Resigned Director in Board
TOYS 'R' US: Fitch Holds Ratings on Operating Strategy Success

TRIZETTO GROUP: Moody's Assigns Stable B1 Corporate Family Rating
TRM CORP: Approves Amendment to 2005 Omnibus Stock Incentive Plan
TROPICAL INN: Wants to Employ Buddy Ford as Bankruptcy Counsel
VANTAGE LOFTS: Taps Acceleron Group as Financial Advisor
VERIFONE HOLDINGS: NYSE Grants Continued Listing Until October 31

WACHOVIA BANK: Moody's Cuts Rating on Class H $41.2MM Notes to Ba2
WASHINGTON MUTUAL: Analysts Predict Capital Need After $3BB Loss
WATERBROOK PENINSULA: Section 341(a) Meeting Scheduled for Aug. 5
WATERBROOK PENINSULA: Can Hire Messana as Counsel on the Interim
WATERSTONE LLC: Taps Cecilia Rosenauer as Bankruptcy Counsel

WINDY CITY: Section 341(a) Meeting Scheduled for July 29
WINDY CITY: Wants to Employ Tim Coker as Bankruptcy Counsel

* S&P Says NY MTA in Short Supply of Options to Deal with Deficits
* Fitch Reviews & Holds All Outstanding Dealer Floorplan ABS Notes
* S&P: Investment-Grade Composite Credit Spread Higher at 256 Bps
* S&P Still Expects a Mild, But Long Recession
* S&P Chips Ratings on 71 Tranches from 81 Cash Flow & Hybrid CDOs

* Moody's: Support to Fannie Mae and Freddie Mac Proves Resiliency

* Lodging Industry Feels Pressure as People Cuts Travel Spending

* Proskauer Rose-Los Angeles Adds Andrew M. Katzenstein as Partner
* Christopher Marcus of Weil Gotshal Joins Kirkland & Ellis

* BOND PRICING: For the Week of July 21 to July 25, 2008

                             *********

51 MILL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 51 Mill Strett, LLC
        51-1 Mill Street
        Wolfeboro, NH 03894

Bankruptcy Case No.: 08-12054

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

Chapter 11 Petition Date: July 24, 2008

Court: District of New Hampshire (Manchester)

Judge: Mark W. Vaughn

Debtor's Counsel: Mary Notaris, Esq.
                  Email: planctot@notarislaw.com
                  45 Stiles Road, Suite 104
                  Salem, NH 03079
                  Tel: (603) 898-6954
                  http://notarislaw.com/

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/nhb08-12054.pdf


ABITIBIBOWATER INC: Inks Consulting Agreement with T. Thorsteinson
------------------------------------------------------------------
On July 14, 2008, in connection with the retirement of Thor
Thorsteinson, the company's Senior Vice President, International
Business Division, effective Aug. 1, 2008, AbitibiBowater Inc. and
Mr. Thorsteinson entered into a consulting agreement.

Pursuant to the consulting agreement, Mr. Thorsteinson will
provide consulting services to the company until Dec. 31, 2008,
primarily in connection with the company's international business.  
Total compensation under the consulting agreement will not exceed
$380,000.  

In addition, Mr. Thorsteinson has agreed to extend the period of
his non-compete obligations under his severance agreement until
July 31, 2011, and in consideration of such agreement the company
will pay to Mr. Thorsteinson $400,000.

In connection with his retirement, and the execution of the
consulting agreement, Mr. Thorsteinson will execute a customary
waiver and release agreement in favor of the company.
  
Following his retirement, Mr. Thorsteinson will be entitled to
severance benefits as set out in the Severance Compensation
Agreement, dated April 1, 2002, between Abitibi-Consolidated Inc.
and Mr. Thorsteinson.
   
Mr. Thorsteinson's executive responsibilities were reallocated to
the remaining executive officers.

                    About AbitibiBowater Inc.    

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/ -- produces a wide range of     
newsprint, commercial printing papers, market pulp and wood
products.  AbitibiBowater owns or operates 27 pulp and paper
facilities and 34 wood products facilities located in the United
States, Canada, the United Kingdom and South Korea.  
AbitibiBowater is also among the world's largest recyclers of
newspapers and magazines.  AbitibiBowater's shares trade under the
stock symbol ABH on both the New York Stock Exchange and the
Toronto Stock Exchange.

As reported in the Troubled Company Reporter on May 20, 2008, the
company's consolidated balance sheet at March 31, 2008, showed
$10.3 billion in total assets, $8.7 billion in total liabilities,
and $1.6 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2008,
Standard & Poor's Ratings Services assigned recovery ratings to
the senior unsecured debt issues of AbitibiBowater Inc., Abitibi-
Consolidated Inc., and Bowater Inc.  At the same time, S&P lowered
the issue-level rating on these debts to 'CCC+' from 'B-'.


ADVANCED MICRO: Dirk Mayer Succeeds Hector Ruiz as CEO
------------------------------------------------------
Advanced Micro Devices Inc. disclosed last week that its board of
directors elected president and chief operating officer Dirk Meyer
as the company's chief executive officer.  Meyer succeeds Hector
Ruiz, who will become executive chairman of the company and chair
of the board of directors.  

"Dirk's election to chief executive officer is the final phase of
a two-year succession plan developed and implemented jointly by
AMD's board of directors and executive team," said Robert Palmer,
lead independent director.  "Under Hector's strong leadership, AMD
drove the industry adoption of pervasive 64-bit and multicore
computing, became a trusted enterprise-class partner to leading
technology suppliers and significantly expanded its global
footprint in high-growth markets like China.

"Dirk's extensive experience as a business leader and his notable
engineering accomplishments before and during his 12 years at AMD
make him ideally suited to build upon the foundation Hector
created and lead AMD."

"AMD has fundamentally altered the industry landscape, leading the
innovation agenda while delivering greater choice and better
experiences for our customers and users," said Ruiz, executive
chairman.  "Dirk is a gifted leader who possesses the right skills
and experience to continue driving AMD and the industry forward in
new, compelling directions.  I am placing the company in excellent
hands."

Mr. Meyer, 46, joined the company in 1995.  In 2006, Mr. Meyer was
appointed president and chief operating officer, and in 2007, he
was elected to the company's board of directors.

Mr. Ruiz, 62, joined the company as president and chief operating
officer in January 2000 and became the company's chief executive
officer on April 25, 2002.  He has served on the company's board
of directors since 2000 and was appointed chairman of the board of
directors in 2004.

                       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.

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.

                          *     *     *

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


AERCO LIMITED: Fitch Affirms Ratings on Seven Note Classes
----------------------------------------------------------
Fitch Ratings has affirmed AerCo Limited as:

  -- Class A-3 notes affirmed at 'BBB-';
  -- Class A-4 notes affirmed at 'BBB';
  -- Class B-1 notes remain at 'CC/DR4';
  -- Class B-2 notes remain at 'CC/DR4';
  -- Class C-1 notes remain at 'C/DR6';
  -- Class C-2 notes remain at 'C/DR6';
  -- Class D-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.

AerCo Limited was affirmed as it was found to have credit support
consistent with its current ratings.


ALEXANDER CITY SPECIAL: S&P Cuts Revenue Bonds Rating to BB+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Alexander
City Special Care Facilities Financing Authority, Alabama's series
2006A-B hospital revenue bonds, issued for Russell Hospital Corp.
to 'BB+' from 'BBB-'.  The outlook is stable.
     
The downgrade reflects continued operational stress, highlighted
by a sizeable 11% decline in inpatient admissions in fiscal 2007,
contributing, in part, to an operating deficit that totaled
$2.8 million.  Furthermore, interim results through the five-month
period ended May 2008 indicate continued pressure, with an
operating deficit totaling nearly $1 million.  Russell appeared to
have turned a corner in fiscal 2006, with a slight operating gain
after a history of negative operations.  However, the turnaround
was short-lived, and the inability to sustain the improvement or
stabilize operations, as management had indicated, is a concern.  
Future rating action will hinge on management's ability to
identify the operational issues and take corrective action to
improve Russell's operating results and cash flow.
     
Russell's liquidity is relatively light, although adequate for the
lower rating level, with 79 days' cash on hand and thin cash-to-
total debt ratio of just 31%.       

Factors supporting the current rating include Russell's
position as the leading provider within its primary service area
and designation as a rural referral center; positive reimbursement
effect due to the recent wage index reclassification to the more
favorable Birmingham metropolitan statistical area; and a low
average age of plant at 9.8 years.
     
"The stable rating outlook is based on our expectation that
Russell's financial performance, while still negative in fiscal
2008, will be partly offset by several one-time revenue gains,"
said Standard & Poor's credit analyst Stephen Infranco.
"Furthermore, the stabilization and slight improvement in
liquidity provides some operating stability at the current rating
level," added Mr. Infranco.      

Despite some outmigration, Russell continues to be the dominant
provider within its service area and management is taking action
to improve business volume and operating performance over the
next several years.  However, if Russell continues to generate an
operating loss greater than expected, volumes continue to decline,
or liquidity erodes, S&P could revise the outlook to negative or
lower the rating further.


ANTHONY TRIGONA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Anthony S. Trigona
         Kathleen D. Trigona
         123 Fayette Street
         Johnstown, PA 15905

Bankruptcy Case No.: 08-70806

Chapter 11 Petition Date: July 24, 2008

Court: Western District of Pennsylvania (Johnstown)

Debtors' Counsel: James R. Walsh, Esq.
                  Email: jwalsh@spencecuster.com
                  Spence Custer Saylor Wolfe & Rose
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735
                  Fax: (814) 539-1423
                  http://spencecuster.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

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

      http://bankrupt.com/misc/pawb08-70806.pdf


AOT BEDDING: S&P Lowers Corporate Credit Rating to B from B+
------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Hoffmann Estates, Illinois-based AOT Bedding Holdings
Corp. to 'B' from 'B+'.  At the same time, S&P lowered all of
its existing issue-level ratings on the company by one notch.  The
outlook is stable.  As of March 31, 2008, the company had about
$631 million of total debt, excluding operating lease obligations.
     
The downgrade is based on weaker-than-anticipated credit measures
that are below S&P's previous expectations, as housing market
weakness and a difficult consumer spending environment has
negatively affected the company's bedding business.  The company
remains very highly leveraged following the issuance of debt to
finance the redemption of preferred stock from its shareholders in
February 2007.
     
S&P believe the company will be challenged to improve credit
measures over the near term, reflecting its expectation for
continued softness in the U.S. housing market, a weak retail
environment, and rising raw material costs.
     
The speculative-grade ratings on AOT reflect its narrow business
focus, aggressive financial policy, and highly leveraged financial
profile.  Somewhat mitigating these factors are the company's
well-recognized brands, solid market position, and the mattress
industry's relatively stable demand and significant barriers to
entry.
     
The outlook on AOT is stable, reflecting AOT's adequate liquidity
position, strong cash balance, and a lack of covenant issues.  S&P
expect the company to improve operating performance and reduce
debt leverage over time, yet it may be difficult for AOT to
materially strengthen credit measures over the next six to 12
months, given the current economic environment.
     
"We would consider a negative outlook if leverage continues to
rise and/or the company pursues a more aggressive financial
policy," noted Standard & Poor's credit analyst Rick Joy.  S&P
estimate that prolonged weakness in the residential housing
market, resulting in a high single-digit percentage decline in
EBITDA, would cause leverage to rise well over 7x, which could
result in an outlook revision to negative.  The current ratings
and outlook do not incorporate any sizable debt-financed dividends
or acquisitions.
     
Given the challenging retail and residential housing environment
in the U.S., it is unlikely S&P would consider a positive outlook
over the next year," he continued.


ARCADIA RESOURCES: Amends 2008 Executive Compensation Plan   
----------------------------------------------------------
On July 14, 2008, the Board of Directors of Arcadia Resources Inc.  
approved an amendment to the company's 2008 Executive Performance
Based Compensation Plan, removing the requirement that stockholder
approval be obtained in order for the Plan to be effective.  

The Amendment also provides that when determined by the Board to
be necessary and appropriate under Section 162(m) of the Internal
Revenue Code, as amended, the Plan shall be submitted for the
approval of the company's shareholders at the next following
annual meeting of shareholders.  In the event that the Plan is not
so approved by shareholders after having been submitted for
approval after recommendation by the Board, the Plan shall cease
to be effective and will terminate with respect to all subsequent
Plan years.

On May 1, 2008, the Board of Directors of Arcadia Resources Inc.
and the Compensation Committee of the Board approved the Arcadia
Resources Inc. 2008 Executive Performance Based Compensation Plan,
subject to stockholder approval.

A full-text copy of the company's 2008 Executive Performance Based
Compensation Plan, dated as of May 1, 2008, is available for free
at http://researcharchives.com/t/s?2ffc

A full-text copy of Amendment No. One to the company's 2008
Executive Performance Based Compensation Plan, dated as of
July 14, 2008, is available for free at:

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

                     About Arcadia Resources

Headquartered in Indianapolis, Arcadia Resources Inc. (AMEX: KAD)
-- http://www.arcadiaresourcesinc.com/-- is a healthcare company  
that provides healthcare, medical equipment, prescription drugs,
and medical, professional and diversified staffing.

At March 31, 2008, the company's consolidated balance sheet showed
$99.4 million in total assets, $49.6 million in total liabilities,
and $49.8 million in total stockholders' equity.

                          *     *     *

In BDO Seidman, LLP's audit report for the company's fiscal 2007
year-end financial statements, the auditing firm expressed
substantial doubt about the company's ability to continue as a
going concern, pointing to the company's recurring losses.  
Arcadia has reported net losses in the past four fiscal periods,
including a net loss of $23.4 million for the year March 31, 2008.

In the company's audit report for the fiscal 2008 year-end
financial statements, however, BDO Seidman, LLP, issued an
unqualified audit opinion,  removing the going concern issue
included in last year's audit.

The foregoing notwithstanding, and in view of the fact that the
company continues to incur losses, the Troubled Company Reporter
will continue to cover Arcadia Resources Inc. until such time that
the company has shown verifiable proof that they have reversed
this trend.


ASARCO LLC: Alta Mining, et al. Can Hire Baker Botts as Counsel
---------------------------------------------------------------
Alta Mining and Development Company and certain ASARCO LLC
affiliates obtained permission from the U.S. Bankruptcy Court for
the Southern District of Texas to employ Baker Botts LLP as their
bankruptcy counsel, nunc pro tunc to April 21, 2008.

In April 2008, six of ASARCO LLC's affiliates -- Alta Mining,
Blackhawk Mining Development Company, Limited, Green Hill
Cleveland Mining Company, Tulipan Company, Inc., Peru Mining
Exploration and Development Company and Wyoming Mining and Milling
Company -- filed voluntary petitions under Chapter 11.

As the Subsidiary Debtors' counsel, Baker Botts is expected to:

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

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

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

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

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

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

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

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

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

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

                         About ASARCO LLC

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

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

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

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

ASARCO and its debtor-affiliates have until Aug. 1, 2008 to file a
plan of reorganization.  (ASARCO Bankruptcy News, Issue No. 77;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Doe Run Objects to Anthony Laizure as Fund Monitor
--------------------------------------------------------------
Doe Run Resources Corporation asks the U.S. Bankruptcy Court for
the Southern District of Texas to deny the toxic tort claimants'
request to appoint Anthony Laizure as the special fund master in
ASARCO LLC and its debtor-affiliates' Chapter 11 cases.

The special fund master is expected to monitor and supervise the
allocation and distribution of settlement of funds to minor toxic
tort claimants.  Bonnie N. Hackler, Esq., at Hall, Estill,
Hardwick, Gable, Golden  & Nelson, P.C., in Tulsa, Oklahoma, tells
the Court that Rule 9031 of the Federal Rules of Bankruptcy
Procedure precludes the appointment of masters in cases and
proceedings under the Bankruptcy Code.  Rule 9031 provides that
"it is the purpose of Rule 9031 that all matters that are to be
tried in bankruptcy cases are to be tried by the bankruptcy judge
or in appropriate cases, by the district judge."

Doe Run contends that Tony Laizure is disqualified from serving as
Special Master because he is not a neutral party to determine the
amount of settlement monies allotted to the Settling Parties
because of his role as counsel for the plaintiffs in the
litigation relating to the Tar Creek toxic claims.  Furthermore,
Doe Run asserts that the Claimants' request to pay Tony Laizure
from the settlement proceeds, if approved, is against the
principle of disinterestedness.

Blue Tee Corp. and Gold Fields Mining, LLC, join in Doe Run's
objection.

ASARCO LLC, for its part, tells Judge Schmidt that it takes
no position on whether the Court should grant the Appointment
Request.  However, if the Court does grant the Request, ASARCO
asks that the Court enter an order that preserves its rights
under the toxic tort claims settlement agreements.  ASARCO also
asks that the Court's order reflect that in no event will the
special master's fees and expenses be paid from ASARCO's
bankruptcy estate.

                         About ASARCO LLC

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

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

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

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

ASARCO and its debtor-affiliates have until Aug. 1, 2008 to file a
plan of reorganization.  (ASARCO Bankruptcy News, Issue No. 77;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: NM Environment Dept. Opposes El Paso Smelter Reopening
------------------------------------------------------------------
The New Mexico Environment Department opposes the issuance of
exemptions to ASARCO LLC from certain air permitting requirements
in the company's efforts to re-open its copper smelter in El Paso,
Texas, the Associated Press reported.

According to the AP, New Mexico Environment Secretary Ron Curry
said ASARCO should be treated as a new company applying for an
initial air quality permit rather than operating under an old
permit.

"The reopening of [the El Paso] facility would create adverse
impacts for New Mexicans and those in the surrounding region," AP
said quoting Mr. Curry as saying.  The El Paso Smelter is less
than a mile from New Mexico's border, the AP related.  "A recent
progress report from Asarco to the Texas Commission on
Environmental Quality indicates the company is a long way from
being able to restart the facility because equipment at the
facility is outdated and dilapidated," AP further quoted
Mr. Curry as saying.

In February 2008, the Texas Commission on Environmental Quality
granted ASARCO a five-year air quality permit that would allow
the company to restart the El Paso Smelter.  ASARCO closed the El
Paso smelter in 1999, and filed the air permit request in 2001.  
ASARCO's request for a new air permit was met with several
oppositions from various entities and government agencies,
including the city of El Paso and residents of El Paso and
neighboring communities.

                         About ASARCO LLC

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

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

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

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

ASARCO and its debtor-affiliates have until Aug. 1, 2008 to file a
plan of reorganization.  (ASARCO Bankruptcy News, Issue No. 77;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASG CONSOLIDATED: S&P Holds B+ Rating After $55MM Offering Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the rating on ASG
Consolidated LLC's senior unsecured notes, following the
announcement that the company increased the size of the issue to
$251 million, from $196 million through a $55 million add-on
offering.  The notes are rated 'B+'.

S&P also revised the recovery rating on the notes to '3',
indicating the expectation for meaningful (50%-70%) recovery in
the event of a payment default, from '4'.  At the same time, S&P
revised the outlook on ASGC, and its wholly owned operating
subsidiary American Seafoods Group LLC, to negative from stable,
while affirming ASGC's other existing ratings, including its 'B+'
corporate credit rating.  The action affects about $675 million of
pro forma debt.
     
The revised outlook is based on the company's more aggressive
financial policy as a result of its issuance of an additional
$55 million of senior discount notes at ASGC, as the company
distributed these proceeds to shareholders.  As a result, leverage
increases further and is weak for the rating.
     
The ratings on ASGC and its wholly owned operating subsidiary,
American Seafoods Group LLC, and the co-issuer of the company's
senior discount notes, ASG Finance Inc., reflect the company's
high leverage, aggressive financial policy, and participation in
the competitive, commodity-oriented commercial fishing industry.  
For analytical purposes, Standard & Poor's views ASGC, ASG, and
ASGF as one economic entity, and they are accordingly analyzed on
a consolidated basis.
The outlook is negative.  Pro forma debt leverage of about 6x is
weak for the rating.
     
"While the company continues to demonstrate stable operating
performance, we believe it will be more challenged to materially
reduce debt leverage in the near term, particularly as its
discount notes become cash pay in May 2009," said Standard &
Poor's credit analyst Jerry Phelan.  As a result, S&P could lower
the ratings in the near term if the company does not reduce debt
leverage approaching the low-5x area and/or cannot maintain
sufficient cushion on its financial covenants.  "However, if the
company can improve leverage closer to 5x and maintain a stable
operating performance and liquidity, we could revise the outlook
to stable," he continued. An outlook revision to positive is
unlikely, given ASG's existing high leverage.


ATA AIRLINES: Court Extends Lease Decision Deadline to Aug. 15
--------------------------------------------------------------
In a bridge order, the U.S. Bankruptcy Court for the Southern
District of Indiana gave ATA Airlines Inc., until Aug. 15, 2008,
to decide on whether to reject or assume its leases for
nonresidential real properties.  

The Debtor earlier requested the Court to issue an order extending
the period during which it may assume or reject non-residential
real property lease for 90 days, pursuant to Section 365(d)(4)(B)
of the Bankruptcy Code.  

Prior to the Petition Date,  ATA Airlines Inc. operated a
diversified international passenger airline that operated in two
principal business segments:

   (a) a low cost carrier operation that provided scheduled
       passenger service that leveraged a code share agreement
       with Southwest Airlines; and

   (b) a charter operation focusing primarily on providing
       charter service to the United States government/military.

The Debtor has vacated its real property leases at various
airports around the world and shipped, to the extent economically
practicable, the personal property located at those facilities to
warehouses located in three centralized locations: (1) Dallas,
(2) Chicago and (3) Indianapolis.

In addition to these three warehouses, the Debtor currently
occupies three office buildings at is headquarters in
Indianapolis.

The Debtor currently has auctions scheduled at its Chicago
warehouse and at two of its three buildings at its Indianapolis
headquarters to be held on July 22 and 24, 2008.  At the
completion of these auctions, the Debtor intends to vacate its
Chicago warehouse and two of its three Indianapolis office
buildings.

The Debtor also currently has scheduled, subject to Court
approval, auctions at its Indianapolis and Dallas warehouses to
be held during the first and second week of September 2008.  The
Debtor intends to vacate its Indianapolis and Dallas warehouses
by Sept. 30, 2008.

Section 365(d)(4)(A) of the Bankruptcy Code provides that a
debtor-in-possession has 120 days after the date of the order for
relief within which to assume or reject nonresidential leases of
real property.  If the debtor in possession fails to assume a
nonresidential lease of real property within the 120-day period,
the lease is deemed rejected and the debtor-in-possession must
immediately surrender possession of the leased premises.

However, Section 365(d)(4)(B), provides that, the court, for
cause shown, may grant a 90-day extension of the 120-day period.

"Continued possession of the leased facilities that the
Debtor currently occupies is necessary to enable the Debtor to
continue its orderly liquidation, conduct its wind-down
operations and hold auctions at these locations," Terry E. Hall,
Esq., at Baker & Daniels LLP, in Indianapolis, Indiana, asserts.

The Debtor is current on all of its postpetition rent obligations
at each of these leased facilities, Ms. Hall relates.

                           *     *     *

The Court will convene a hearing on Aug. 13, 2008, to consider
final approval of ATA Airlines' request for a total extension of
90 days.

                      About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA  Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

(ATA Airlines Bankruptcy News, Issue No. 87; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATA AIRLINES: Plan Filing Period Extended to Feb. 26, 2009
--------------------------------------------------------------
The U.S. Bankrupty Court for the Southern District of Indiana gave
ATA Airlines Inc. until Feb. 26, 2009, to file its Chapter 11 plan
and April 27, to solicit acceptances of that plan.

The extension gives ATA Airlines more time to settle its labor
dispute with its employees prior to proposing a plan.  The
airlines said the resolution of the lawsuits filed against it
would determine the status and amount of the claims essential for
the plan's formulation.   

ATA Airlines faces five lawsuits for alleged violations of the
Worker Adjustment and Restraining Notification Act.  The lawsuits
were filed by the Transport Workers Union of America, the  
Association of Flight Attendants-CWA, the Air Line Pilots
Association  International, the International Association of
Machinists & Aerospace Workers AFL-CIO, and former employee  
Kevin Batman.

The WARN Act lawsuits are set for trial in early February 2009.

                      About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA  Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  

(ATA Airlines Bankruptcy News, Issue No. 87; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


AVISTAR COMMS: June 30 Balance Sheet Upside-Down by $14.8 Million
-----------------------------------------------------------------
Avistar Communications Corporation disclosed last week its
financial results for the three month period ended June 30, 2008.

At June 30, 2008, the company's consolidated balance sheet showed
$10.2 million in total assets and $25.0 million in total
liabilities, resulting in a $14.8 million stockholders' deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $9.0 million in total current
assets available to pay $16.0 million in total current
liabilities.

The company reported a net loss of $1.6 million for the second
quarter ended June 30, 2008, as compared to net income of $388,000
in the same period last year.

Total revenue was $1.8 million, as compared to total revenue of
$5.9 million for the quarter ended June 30, 2007.

The company reported a loss from operations of $1.5 million for
the second quarter of 2008, compared to income from operations of
$338,000 in the corresponding period last year.

Income from settlement and licensing activity, which management
sees as a key component of the company's "top line" performance,
was $1.1 million in both quarters of 2008 and 2007.

The cash and cash equivalent balance at June 30, 2008, was
$5.7 million.

"This is the third quarter of sequential improvement in total
costs and expenses and reflects the focus of management on
improving operational productivities," said Bob Habig, Avistar's
chief financial officer.  "The second quarter also posted an
adjusted EBITDA of a $1.2 million loss, an improvement of 66% over
the first quarter of 2008, and a positive trend from the second
half of last year."

"Progress in the Avistar turnaround was dramatic during the second
quarter of 2008, with a significant reduction in our costs
translating into huge increases in staff efficiency and financial
productivity," said Simon Moss, Avistar's chief executive officer.
"At the same time, we increased our revenue over the first quarter
by more than 50%, and now have in place an efficient organization
that is ready to leverage top-line growth.  As further evidence of
this capacity, we nearly doubled our product bookings in the
second quarter as compared to the first quarter of 2008, posting
the third best result in the last five years."

Mr. Moss continued, "A year-to-date comparison with 2007 results
is the best demonstration of the challenge confronted by Avistar,
and what I directed the new management team to address as its
highest priority during the first part of 2008.  As historical
context, Avistar was building a cost base that counted on a
continuation of the patent licensing deals that we were fortunate
enough to accomplish in both the first and second quarter of 2007.
To establish a cost structure more in line with a predictable
revenue stream and to respond to Microsoft's challenge to our
entire U.S. patent portfolio, we went through a painful set of
cost reductions during the first quarter to moderate our cash
burn.  As we've previously communicated, we expect that
improvements demonstrated in the second quarter will translate
into a full year cost reduction of approximately 40% compared to
2007."

"Now we enter a new phase of our turn-around strategy.  During the
third quarter, we expect to see traction from the diversification
of our Go-to-Market strategy through partnership agreements,
technology licensing, continued sales momentum with a new, market-
leading software-based product portfolio, and the establishment of
an indirect channel of distributors and resellers – something that
the company had not pursued in the past.  Over the last several
months, we have signed 14 channel partners, and although we
recognize that building a distributor and reseller channel does
not produce instantaneous revenue results, we fully expect that
this distribution approach will provide for highly leverage-able
proceeds by year-end."

Mr. Moss continued, "We believe the last six months demonstrates
the caliber of our team, and our focus on addressing the
challenges we face.  We are now focused on top-line growth,
anticipating significant leverage from the structural adjustments
that we have accomplished."

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a  
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.


BICENT POWER: Operational Issues Cue S&P to Put On Negative Watch
-----------------------------------------------------------------
On July 24, 2008,  Standard & Poor's Ratings Services placed its
'BB-' issue-level rating on Bicent Power LLC's $480 million senior
secured credit facility and the 'B-' issue-level rating on the
$130 million senior secured second lien term loan on CreditWatch
with negative implications.  The first-lien term loan has a
recovery rating of '2', indicating the expectation for substantial
(70% to 90%) recovery of principal if a payment default occurs,
and the second-lien term loan has a  recovery rating of '6',
indicating the expectation for negligible (0% to 10%) recovery.
     
"The CreditWatch listing is largely a reflection of the
operational issues at the Hardin facility, which is the source for
more than 50% of the contracted cash flows used for servicing
debt," said Standard & Poor's credit analyst Terrence Marshall.
"Equipment failures led to forced outages in December of 2007 and
during the first quarter of 2008.  The project has been drawing on
its liquidity facilities to maintain operations and service debt."
     
Temporary repairs made with interim replacement parts have allowed
the plant to run, but with a sustained reduction in output.  Any
delays in bringing the plant back to full capacity or further
unscheduled outages at the plant may lead to a lowered rating.  A
downgrade could also result from deteriorating financial results
occurring during the rest of 2008.
     
Bicent Power is a special-purpose, bankruptcy-remote operating
company formed in 2007 to acquire independent power producer
Centennial Power Inc., including its 536 megawatt coal and gas
generation portfolio, and its power plant operations and
construction firm, Colorado Energy Management LLC.  Bicent Power
is 100% indirectly owned by power industry investment firm
Beowulf Energy LLC (16.7%) and Natural Gas Partners VIII L.P.
(83.3% of shares), which is one of eight private equity funds of
oil and gas investment firm Natural Gas Partners LLC that together
represent $2.9 billion in commitments.  The members own their
interests in Bicent Power through a holding company, Bicent RF
LLC, and its wholly owned subsidiary, intermediate holding company
Bicent Funding LLC.  Bicent Power meets Standard & Poor's ring-
fencing criteria for special-purpose entities, including the
provision of an independent director and a nonconsolidation
opinion.


BIRCH MOUNTAIN: Board Says Sale is Necessary to Regain Liquidity
----------------------------------------------------------------
Birch Mountain Resources Ltd. disclosed that the special committee
of independent directors and the board have determined that it is
necessary to pursue an immediate sale of the company to unlock
maximum value for its shareholders.

The company related that the lack of liquidity has compressed
Birch Mountain's share price to a level significantly below its
underlying value.

The company reported that it has received notice of an event of
default in connection with the financial covenants in the loan
agreement with its senior secured lender.

As reported on the Troubled Company Reporter on July 7, 2008,
Birch Mountain has not made the scheduled June 30, 2008, interest
payment to the holders of the Convertible Unsecured Subordinate
Debentures.   

As a consequence of the company being in breach of a financial
covenant under its senior secured credit facility, the lender,
Tricap Partners Ltd., has exercised its right under the loan
agreement to direct Computershare Trust Company not to make the
scheduled interest payment until further notice from the lender.  
Birch Mountain is working to rectify the breach and secure the
necessary additional liquidity to make the interest payment.

The company stated that discussions are ongoing with the senior
secured lender through the special committee and its financial
advisor RBC Capital Markets.

The company stated that an immediate and focused sale process will
maximize value.  In the event this immediate sales process does
not achieve an acceptable price, the company intends to work with
its stakeholders to recapitalize the balance sheet to improve
liquidity and permit delivery of the business plan.

In other news, Birch Mountain has signed an agreement with the
East Athabasca Highway Proponents led by Suncor Energy, for the
acquisition, construction and operation of the South Haul Road.
The sale price was $4.8 million plus Birch Mountain will sell
aggregates from inventory for the construction of the 9 kilometres
to be built and will have unlimited use of the SHR into the
future.

"The South Haul Road is an integral link to the proposed East
Athabasca Highway and will facilitate building this new highway
that will extend east to several oil sands projects," explained
Joel Jarding, president and chief operating officer.  "This
agreement is pivotal for the company and has both short and long
term benefits.  These include the cash payment and the opportunity
to sell aggregates for the construction of more than 50 kilometres
of new roads.  In addition, the direct road access from our quarry
to major oil sands projects in the area will provide long term
opportunities to supply aggregate and reagent products into the
future."

"We have identified a significant number of business opportunities
over the next 18 months and we are focused on converting these
opportunities into sales," Mr. Jarding added.  "Importantly, Birch
Mountain is now supplying, on a trial basis, the bulk of the
regional demand for reagent limestone used in air emissions
purification.  Within the quarry, our operations personnel remain
focused on containing costs and increasing productivity."

                       About Birch Mountain

Headquartered in Calgary, Canada, Birch Mountain Resources Ltd.
(TSX and AMEX: BMD) -- http://www.birchmountain.com/-- operates    
the Muskeg Valley Quarry, an early production stage limestone
quarry that produces limestone aggregate products for sale to
customers in the Athabasca Oil Sands region of northeastern
Alberta.  

The company is engaged in the regulatory approval process for the
Hammerstone Project which will expand the Muskeg Valley Quarry and
add an integrated limestone processing complex to provide
manufactured limestone-based products such as quicklime, as well
as related environmental services such as spent lime recalcining.

                        Going Concern Doubt

Birch Mountain Resources Ltd. disclosed in its report on Form 6-K
which was filed with the U.S. Securities and Exchange Commission
on May 20, 2008, that the company currently has insufficient
revenue to meet its yearly operating and capital requirements.  

The company has incurred operating losses since its inception in
1995, and as of March 31, 2008, has an accumulated deficit of
C$48.2 million.  Losses are from costs incurred in the early
operation and development of the Muskeg Valley Quarry and the
Hammerstone Project, exploration of mineral opportunities and
mineral technology research.  Future operating losses may occur as
a result of the continued operation of the Muskeg Valley Quarry
and development of the Hammerstone Project.

The company has a working capital balance at March 31, 2008, of
C$2.1 million, a decrease of approximately C$5.5 million from
Dec. 31, 2007.

The company has formally engaged RBC Capital Markets to assist in
the evaluation of strategic alternatives, which includes
discussing debt and equity strategies for its immediate and medium
term capital needs.  To the extent the company raises additional
capital by issuing equity or convertible debt securities,
ownership dilution to shareholders will result.  

The company believes the foregoing factors raise substantial doubt
about the company's ability to continue as a going concern.


BLOUNT INT'L: Inks Amended Employment Agreement with R. Irving III
------------------------------------------------------------------
On July 14, 2008, Blount International Inc. approved an Amended
and Restated Employment Agreement with Richard H. Irving, III as
Senior Vice President, General Counsel and Secretary of Blount.  

The terms of the Agreement provide that Irving will be paid a base
salary of $348,000, be eligible to participate in Blount's
incentive plans with a target bonus of 50% of base salary and a
maximum award for exceeding performance goals of 100% of base
salary, and participate in Blount's retirement and benefit plans,
arrangements and perquisites generally available to executive
officers.

The Agreement is for a term commencing on July 14, 2008, and
ending on Aug. 7, 2010.  The Agreement has a clause that prohibits
the executive, generally for up to one year following his
termination of employment, from competing directly or indirectly
with Blount and from soliciting customers or employees of Blount.

                    About Blount International

Blount International Inc. (NYSE: BLT) -- http://www.blount.com/--      
is an international company operating one principal business
segment, the Outdoor Products segment.  Blount sells its products
in more than 100 countries around the world.  

The Outdoor Products segment manufactures and markets cutting
chain, guide bars, sprockets and accessories for chainsaw use,
concrete-cutting equipment and accessories and lawnmower blades.
This segment also markets branded parts and accessories for the
lawn and garden equipment market.  The segment's products are sold
to original equipment manufacturers for use on new chainsaws and
yard care equipment, and to the retail replacement market through
distributors, dealers and mass merchants.

                          *     *     *

At March 31, 2008, the company's consolidated balance sheet showed
$407.5 million in total assets and $451.3 million in total
liabilities, resulting in a $43.8 million stockholders'
deficit.


BROADLANE INC: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' corporate
credit rating to Dallas, Texas-based supply chain and workforce
management services provider Broadlane Inc.  The rating outlook is
stable.
     
At the same time, Standard & Poor's assigned its issue-level and
recovery ratings to the company's proposed $150 million senior
secured first-lien credit facility, consisting of a $15 million
revolver due in 2013 and a $135 million term loan due in 2013.  
The loan was rated 'BB' with a recovery rating of '1', indicating
the expectation of very high (90%-100%) recovery in the event of a
payment default.
     
The senior secured term loan, along with unsecured mezzanine notes
(unrated) and management and sponsor equity, is being used to
finance the purchase of the company by TowerBrook Capital Partners
L.P.  The $15 million revolving credit facility will provide
additional liquidity, as necessary.
     
"The 'B+' rating reflects Broadlane's uncertain level of success
operating as a newly independent entity in the competitive group
purchasing organization industry, the concentration within its
relatively limited revenue base, and its high financial leverage,"
said Standard & Poor's credit analyst Michael Berrian.  "These
risks are partially offset by the company's unique service
offering, the recurring nature of its revenues, and its strong
cash flow generation."
     
Pro forma for the transaction, Broadlane will be highly leveraged,
with debt to EBITDA of approximately 4.7x on a lease-adjusted
basis.  Leverage is considerably higher when the sponsor equity,
which S&P views as having the potential to be recapitalized into
debt, is treated as debt.  S&P expects Broadlane's internally
generated cash flows to be sufficient to support its debt service.


C-BASS CBO: Collateral Deterioration Prompts Fitch to Junk Ratings
------------------------------------------------------------------
Fitch downgraded and removes from Rating Watch Negative four
classes of notes issued by C-BASS CBO XVII LTD.  These rating
actions are effective immediately:

  -- $339,733,690 class A to 'CCC' from 'BBB',;
  -- $26,500,000 class B to 'CC' from 'BBB-';
  -- $29,000,000 class C to 'C' from 'BB';
  -- $12,180,000 class D to 'C' from 'B+''.

C-BASS XVII is a structured finance collateralized debt obligation
that closed on Oct. 17, 2006 and is managed by C-BASS Investment
Management, LLC.  As of the trustee report dated June 27, 2008,
approximately 72.8% of the portfolio was comprised of 2005 and
2006 vintage U.S. subprime residential mortgage-backed securities,
13.4% consists of 2005-2007 vintage U.S. Alternative-A RMBS, while
the remaining portfolio consists of asset backed securities and
other structured finance assets (8.8% and 5%, respectively).

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically with regard to
subprime RMBS and Alt-A RMBS.  Since the review in November 2007,
approximately 62% of the portfolio has been downgraded to ratings
of 'CCC+' or lower.  The negative credit migration experienced
since closing has resulted in the Fitch Weighted Average Rating
Factor deteriorating to 36.76 as of the June 27, 2008 trustee
report, breaching its covenant of 5.00.

The credit deterioration that has occurred to date is such that
almost all of the credit support to all of the rated classes of
notes is comprised of assets rated 'CCC+' or lower.  Due to the
current state of the portfolio, it is expected that the class A
notes may receive some future principal distributions, while no
further principal distributions are expected for all of the other
rated classes.  The class A and B notes are expected to continue
to receive interest given that they are timely classes, while the
class C and D notes are currently not receiving interest or
principal payments due to coverage test failures.

The ratings of the class A and B notes address the timely receipt
of scheduled interest payments and the ultimate receipt of
principal as per the transaction's governing documents.  The
ratings on the class C and D notes address the ultimate receipt of
interest payments and ultimate receipt of principal as per the
transaction's governing documents.


CHARMING SHOPPES: Alan Rosska to Receive $100,000 Monthly Salary  
----------------------------------------------------------------
As reported in the Troubled Company Reporter on July 10, 2008,
Charming Shoppes Inc. announced the resignation of Dorrit J. Bern
as president, chief executive officer, and a director of the
company.

Alan Rosskamm, the company's chairman of the Board, will serve as
interim chief executive officer while a search is conducted for
Ms. Bern's successor.  

On July 16, 2008, the company's Compensation Committee approved a
monthly salary of $100,000 to be paid to Mr. Rosskamm for his
services as interim chief executive officer until a permanent
chief executive officer is appointed.  In addition, the company's
Compensation Committee approved a grant of 41,152 stock
appreciation rights to Mr. Rosskamm.  Each stock appreciation
right represents the right to receive, at exercise, a number of
shares of the company's common stock with a fair market value at
the date of exercise equal to the appreciation in value of shares
over the base amount.  The base amount is $4.60 per share, which
is the fair market value of a share on July 16, 2008, the grant
date.

                      About Charming Shoppes

Headquartered in Bensalem, Pennsylvania, Charming Shoppes Inc.
(Nasdaq: CHRS) -- http://www.charmingshoppes.com/-- is a multi-   
brand, multi-channel specialty apparel retailer specializing in
women's plus-size apparel.  At May 3, 2008, the company operated
2,407 retail stores in 48 states under the names LANE BRYANT(R),
FASHION BUG(R), FASHION BUG PLUS(R), CATHERINES PLUS SIZES(R),
LANE BRYANT OUTLET(R), and PETITE SOPHISTICATE OUTLET(R).   

At May 3, 2008, the company's consolidated balance sheet showed
$1.6 billion in total assets, $925.3 million in total liabilities,
and $677.3 million in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on May 30, 2008,  
Charming Shoppes Inc. reported a net loss of $34.5 million for the  
first quarter ended May 3, 2008, primarily due to slumping sales
in the company's Retail Stores segment.  Net sales for the
company's Retail Stores segment were $614.9 million as compared to
$686.7 million during the first quarter ended May 5, 2007.  During
the quarter, the company closed 23 of the 150 underperforming
stores identified for closure during this fiscal year.

For the fourth quarter ended Feb. 2, 2008, the company reported a
net loss of $127.6 million, which included non-cash asset
impairment charges and non-cash write downs, primarily of store
assets, in the amount of $105.7 million after-tax.  Net sales for
the company's Retail Stores segment were $634.6 million during the
thirteen weeks ended Feb. 2, 2008, a decrease of 12% compared to
$723.9 million during the fourteen weeks ended Feb. 3, 2007.  

The Wall Street Journal reported on July 10, 2008, that in May,
Charming Shoppes and shareholders led by hedge fund Crescendo
Partners II LP ended a bitter proxy fight, striking a deal that
resulted in both sides getting two board nominees elected.  The
investor group had been calling for the sale of noncore assets,
cost cuts, merchandise improvements and slower store expansion.  
It also wanted a share buyback and had been questioning the
results of Ms. Bern's 13-year reign.


CLARIENT INC: Stephen Zarrilli Replaces Brian Sisko in Board
------------------------------------------------------------
Brian J. Sisko has resigned from the board of directors of
Clarient Inc., effective July 14, 2008.  The company's board has
appointed Stephen T. Zarrilli, a designee of Safeguard Scientifics
Inc., the company's majority shareholder, to fill the vacancy on
the board created by Mr. Sisko's resignation.  Mr. Zarrilli serves
as senior vice president and chief financial officer of Safeguard.

Mr. Zarrilli, age 47, is also the non-executive chairman of the
Penn Valley Group, a middle-market management advisory and private
equity firm.  Mr. Zarrilli is currently a director and chairman of
the Audit Committee of NutriSystem Inc.

In addition, on July 14, 2008, the compensation committee of the
company's board of directors approved an increase in the annual
base salary of Ronald Andrews, the company's chief executive
officer, from $315,000 to $400,000 effective July 15, 2008.  In
addition, the Compensation Committee approved a retroactive
increase in Mr. Andrews' salary of $4,000 per month for the period
from April 1, 2008, through July 15, 2008.  

Mr. Andrews' annual target bonus will continue to be 75% of his
base salary (with the potential to earn up to two times this
amount based upon achievement of company and personal objectives).  
For 2008, Mr. Andrews' target bonus will be based off of an
assumed base salary of $363,000.  The Compensation Committee also
approved an amendment to the vesting provisions of Mr. Andrews'
existing stock option grants to provide that any unvested stock
options held by Mr. Andrews will accelerate upon a change of
control of the Company.

                       About Clarient Inc.

Based in Aliso Viejo, Calif., Clarient, Inc. (Nasdaq: CLRT) --
http://www.clarientinc.com/-- is an advanced oncology diagnostics   
services company.  The company's principal customers include
pathologists, oncologists, hospitals and biopharmaceutical
companies.  

Clarient Inc.'s consolidated balance sheet at March 31, 2008,
showed $30,282,000 in total assets and $32,832,000 in total
liabilities, resulting in a $2,550,000 stockholders'
deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 10, 2008,
KPMG LLP, in Costa Mesa, Calif., expressed substantial doubt about
Clarient Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's recurring losses, negative cash flows from
operations, and working capital and net capital deficiencies.

In addition, KPMG said it is not probable that the company can
remain in compliance with the restrictive monthly financial
covenant in its bank credit facility.

In order to comply with the covenants in the current debt
agreement, the company must achieve operating results at levels
not historically achieved by the company.


COLUMBIA COUNTY HOSPITAL: S&P Cuts $14.5MM 1999 Bonds Rating to B-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'B-' from
'B' on Columbia County Hospital Authority, Pennsylvania,
$14.5 million series 1999 health care revenue bonds, issued for
Bloomsburg Hospital.  The outlook is now stable.
     
The lower rating reflects higher-than-expected operating losses
that are not sustainable, given the thin levels of liquidity.
However, management has made progress toward reducing losses in
both 2007 and 2008, which is reflected by the stable outlook as
S&P expect the rating to remain at 'B-' for the next several
years, even as management is considering issuing additional debt.
     
In addition, the 'B-' rating reflects an increase in capital
investment, especially over the past two years, as the hospital
attempted to recruit physicians and attract patients.  Management
is currently exploring issuing up to $10 million in additional
debt for capital projects and to repay short-term borrowings,
notes, and leases, which could have a favorable effect on debt
service coverage.  Ongoing operating losses with negative margins
over the past five years and continuing year to date poses some
concern--although at a much lower level with the hospital posting
a profit from operations, particularly because employed physicians
continue to post substantial losses annually.  The hospital is
also located in a competitive environment with 'AA' rated
Geisinger Health System located just eight miles away.
     
"The stable outlook reflects currently positive operating
performance at the hospital, nursing home, and home health agency,
while the physician corporation continues to lose money and drags
the financial profile down -- although it is an integral
contributor to the success of the hospital and nursing home," said
Standard & Poor's credit analyst Cynthia Keller MacDonald.  "As
the practices mature, losses should drop, however the potential
for costly turnovers at any physician corporation is always a
risk," added Ms. Keller MacDonald.  
     
Standard & Poor's will evaluate future debt plans once they are
solidified, but it is possible that the rating will be maintained
since the debt will rebuild much needed liquidity and reduce
riskier short-term debt.  A lower rating is possible, especially
if liquidity diminishes further or if operating losses increase
again.
     
Bloomsburg Health System serves part of Columbia County with a
2006 population of about 65,000.  Bloomsburg itself has a
population of slightly less than 13,000.  While Bloomsburg
Hospital is the only hospital in its primary service area, it
operates in the shadow of Geisinger Health System.


DEXTER AVENUE: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dexter Avenue L.P.
        5817 Allentown Way
        Temple Hills, MD 20748

Bankruptcy Case No.: 08-19485

Chapter 11 Petition Date: July 24, 2008

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Stanton J. Levinson, Esq.
                  (tiger110@earthlink.net)
                  2730 University Boulevard West
                  Suite 201
                  Silver Spring, MD 20902
                  Tel: (301) 949-0039

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

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

Debtor's list of its five largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
DTE                                Gas & Electric        $110,000
Southfield Center
26801 Northwest Highway
Southfield, MI 48034

DWSD                               Water                  $25,000
735 Randolph Street
Detroit, MI 48226

City of Detroit - Treasurer                                $2,262
402 Coleman A.
Young Municipal Center
Detroit, MI 48226

AT&T                               Phone                   $1,000

James A. Abbott, Esq.              Trade                     $725


DOLLAR GENERAL: S&P Affirms All Ratings; Revises Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Goodlettsville, Tennessee-based Dollar General Corp. to stable
from negative.  S&P affirmed all ratings on the company, including
the 'B' corporate credit rating.
     
"The outlook revision reflects Dollar General's improved operating
performance over the past several quarters," said Standard &
Poor's credit analyst Ana Lai, "due to success from its turnaround
strategies involving real estate pruning and improved
merchandising from the elimination of its "packaway" inventory
strategy."  Credit protection measures have strengthened from very
weak levels.


DOWNEY FINANCIAL: Moody's Cuts Bank Financial Strength Rating to D
------------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured ratings
of Downey Financial Corp. to B1 from Ba1.  Downey Saving and Loan
Association's bank financial strength rating was downgraded to D
from D+, long term deposit rating to Ba2 from Baa3 and short-term
deposits to Not Prime from Prime-3.  All Downey ratings are under
review for downgrade.

This rating action followed Downey's statement of a second quarter
2008 loss of $219 million, driven by a provision for credit losses
of $259 million.  This represents Downey's fourth consecutive
quarterly loss.  As result Downey Savings and Loan Association's
core and risk based capital ratios have fallen from 10.0% and
21.3% at June 30, 2007 to 7.6% and 14.3% at June 30, 2008.

Although Downey's current capital ratios remain high in relation
to other US banks, Moody's is concerned that this rapid decline in
capital levels will continue due to provisioning needs on the
company's residential mortgage portfolio.

"We consider Downey's capital level to be its primary strength and
it is being quickly eroded by its operating performance," Craig
Emrick, Moody's vice president and senior credit officer, said.

The review will focus on Downey's non-performing trend and
operating result in the third quarter.  Additionally the review
will focus on any conclusion to the company's disclosed review of
strategic alternatives.

Downgrades:

Issuer: Downey Financial Corp.

  -- Issuer Rating, Downgraded to B1 from Ba1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B1
     from Ba1

Issuer: Downey Savings & Loan Association

  -- Bank Financial Strength Rating, Downgraded to D from D+
  -- Issuer Rating, Downgraded to Ba2 from Baa3
  -- OSO Rating, Downgraded to NP from P-3
  -- Deposit Rating, Downgraded to NP from P-3
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba2 from Baa3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba2 from Baa3

Outlook Actions:

Issuer: Downey Financial Corp.

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Downey Savings & Loan Association

  -- Outlook, Changed To Rating Under Review From Negative

Downey Financial Corp. is the parent of thrift Downey Savings and
Loan Association, both headquartered in Newport Beach, California.  
At June 30, 2008, Downey Financial Corp. reported assets of
$12.6 billion.


EMBARCADERO AIRCRAFT: Fitch Keeps 'C/DR6' Ratings on Three Classes
------------------------------------------------------------------
Fitch Ratings has affirmed Embarcadero Aircraft Securitization
Trust as:

  -- Class A-1 notes affirmed at 'B-/DR1';
  -- Class A-2 notes affirmed at 'B/DR1';
  -- Class B notes remain at 'C/DR6';
  -- Class C notes remain at 'C/DR6';
  -- Class D 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.

EAST was affirmed as it was found to have credit support
consistent with its current ratings.


FORD MOTOR: Improves Car Conversion Plan, Realigns Manufacturing
----------------------------------------------------------------
The Wall Street Journal reported that Ford Motor Co. will retool
three North American truck plants to make small cars that it now
makes and sells in Europe.  WSJ related that the plan amounts to a
gamble that small cars can save a company whose business has long
been based on trucks.  

WSJ, citing Don Leclair, Ford's chief financial officer, said that
Ford is in a stress period right now.  Ford's U.S. business has
been hit by declining vehicles sales and a sudden consumer shift
to small cars.

According to the Journal, Ford is slashing costs and shifting
capacity to passenger-car production in amid the troublesome
realities of the U.S. market.

In a press statement, Ford disclosed a significant acceleration of
its transformation plan with the addition of several new fuel-
efficient small vehicles in North America and a realignment of its
North American manufacturing.

The actions represent a shift in Ford's North American product
plans and investments toward smaller vehicles and fuel-efficient
powertrains in both the near- and mid-term in line with rapid
changes in customer buying preferences.

In addition to bringing six small vehicles to North America from
the company's acclaimed European lineup, Ford is accelerating the
introduction of fuel-efficient EcoBoost and all-new four-cylinder
engines, boosting hybrid production and converting three existing
truck and SUV plants for small car production, beginning this
December.

"We continue to take fast and decisive action implementing our
plan and responding to the rapidly changing business environment,"
Alan Mulally, Ford president and CEO, said.  "Ford is moving
aggressively using our global product strengths to introduce
additional smaller vehicles in North America and to provide
outstanding fuel economy with every new product."

Mr. Mulally said the company is focused on its transformation
plan, which calls for:

   -- aggressively restructuring to operate profitably at the
      current demand and changing model mix;

   -- accelerating the development of new products that customers
      want and value;

   -- financing the plan and improving the balance sheet;

   -- working together effectively as one team, leveraging Ford's
      worldwide assets

"The progress we have made in working together to create a 'One
Ford' global enterprise during the past two years gives us a
unique competitive advantage in today's environment," Mr. Mulally
said.  "We are in a stronger position than ever to leverage Ford's
global assets to address the North American business environment.
We also are building on the past few years of progress in
continuously improving our quality, reducing our cost structure
and introducing strong new products."

                    Aggressively Restructuring

Ford will convert three existing North American truck and SUV
plants for small car production, with the first conversion
beginning this December.

The moves are in addition to Ford's statements in May and June
that it is reducing its North American production plans for large
trucks and SUVs for the remainder of 2008, well as increasing
production of smaller cars and crossovers.

"We are transforming Ford's North American manufacturing
operations into a lean, flexible system that is fully competitive
with the best in the business," Mark Fields, Ford president of The
Americas, said.  "We remain committed to matching our capacity
with real consumer demand, and we are equipping nearly all of our
assembly plants with flexible body shops, ensuring we can respond
quickly to changing consumer tastes."

"In addition, we are adding four-cylinder engine capacity to meet
the growing consumer demand, while expanding production of our new
EcoBoost engines, six-speed transmissions and other fuel-saving
technologies," Mr. Fields said.

Among the manufacturing realignment actions are:

   -- Michigan Truck Plant in Wayne, Michigan, which builds the
      Ford Expedition and Lincoln Navigator full-size SUVs, will
      be converted beginning this December to production of small
      cars derived from Ford's global C-car platform in 2010.

   -- Production of the Ford Expedition and Lincoln Navigator will
      be moved to the Kentucky Truck Plant in Louisville,
      Kentucky, early next year.

   -- Cuautitlan Assembly Plant in Mexico, which produces F-Series
      pickups, will be converted to begin production of the new
      Fiesta small car for North America in early 2010.

   -- Louisville, Kentucky Assembly Plant, which builds the Ford
      Explorer mid- size SUV, will be converted to produce small
      vehicles from Ford's worldwide C-car platform beginning in
      2011.

   -- Twin Cities, Minnesota Assembly Plant -- which was scheduled
      to close in 2009 -- will continue production of the Ford
      Ranger through 2011 to meet consumer demand for the compact
      pickup.

   -- Kansas City Assembly Plant this year will add a third crew
      to its small utility line for the Ford Escape, Escape Hybrid
      and Mercury Mariner and Mariner Hybrid.

With the realignments, Ford will continue to offer targeted hourly
buyouts at its U.S. plants and facilities, working with the UAW to
secure competitive employment levels.  Ford also said it remains
on track to reduce salaried-related costs by 15% in North America
by Aug. 1.

Ford North America still expects to reduce annual operating costs
by $5 billion by the end of 2008 -- at constant volume, mix and
exchange, and excluding special items -- compared with 2005. In
addition, the company said it plans to continue to reduce
structural costs beyond 2008.

The company also confirmed Ford, Lincoln and Mercury will remain
in its North American brand portfolio.  Ford said it will work
with its dealers to broaden and accelerate its dealer
consolidations, which will result in a dealer network that
reflects the changing industry size and model mix.

Ford also updated its North American planning assumptions, which
include:

   -- U.S. economic recovery to begin by early 2010;
  
   -- U.S. industry sales to return to trend levels as the economy
      returns to health;

   -- Product mix changes are permanent, but some recovery will
      occur from the current share-of-industry for full-size
      pickups -- though not back to levels experienced previously
      -- as the economy and housing sector recover;
      * oil prices to remain volatile and high;
      * no near-term relief from current level of commodity prices
      * about 14% U.S. market share for Ford, Lincoln and Mercury
        brands

                     Accelerating New Products

Ford is adding several new North American products in the near-
and mid- term, and shifting from a primary emphasis on large
trucks and SUVs to smaller and more fuel-efficient vehicles.  By
the end of 2010, two-thirds of spending will be on cars and
crossovers -- up from one-half.

"We are accelerating the development of the new products customers
want and value," Mr. Mulally said.  "We sell some of the best
vehicles in the world in our profitable European and Asian
operations, and we will bring many of them to North America on top
of our already aggressive product plans."

The new products include six European small vehicles to be
introduced in North America by the end of 2012.  Ford's European
products are set apart by their world-class driving dynamics,
exciting design and outstanding quality.

"While we have no intention of giving up our longtime truck
leadership, we are creating a new Ford in North America on a
foundation of small, fuel-efficient cars and crossovers that will
set new standards for quality, fuel economy, product features and
refinement," Mr. Fields said.

The Ford, Lincoln, Mercury line will be almost completely upgraded
by the end of 2010, including:

   -- 2009 Ford F-150, on sale in late fall with the most
      capability, most choice and most smart features of any full-
      size pickup, and with more than a 7 percent fuel economy
      improvement;

   -- 2010 Ford Fusion, Mercury Milan, Lincoln MKZ sedans, on sale
      in early 2009, with Fusion's and Milan's four-cylinder fuel
      economy expected to top Honda Accord and Toyota Camry;

   -- 2010 Ford Fusion Hybrid and Mercury Milan Hybrid, beginning
      production late this year and on sale in early 2009 -- with
      fuel economy expected to top the Toyota Camry hybrid;

   -- New Ford Mustang -- coupe, convertible, and glass-roof
      models -- in early 2009;

   -- New Ford Taurus sedan -- with EcoBoost engine and even more
      advanced safety and convenience technologies -- in mid-2009;

   -- New European Transit Connect small multi-purpose van in mid-
      2009;

   -- New Lincoln seven-passenger crossover -- with EcoBoost
      engine -- in mid-2009;

   -- New European Ford Fiesta, in both four- and five-door
      versions, in early 2010;

   -- New European Ford Focus, in both four- and five-door
      versions, in 2010;

   -- New Mercury small car in 2010;

   -- New European small vehicle that will be a "whitespace" entry
      in North America in 2010;

   -- Next-generation Ford Explorer -- with unibody construction,
      EcoBoost, six-speed, weight savings and improved
      aerodynamics for up to 25 percent better fuel economy - in
      2010.

With every new product, Ford expects to be the best or among the
best for fuel economy.  This is aided by one of the most extensive
powertrain upgrades ever for Ford.  By the end of 2010, nearly all
of Ford's North American engines will be upgraded or replaced.  In
addition, within two years, nearly all of Ford's North American
lineup will offer fuel-saving six-speed automatic transmissions.

The improvements build on several Ford fuel economy such as:

   -- 2009 Ford Flex, which is the most fuel-efficient standard
      seven-passenger vehicle on the market, topping the 2009
      Honda Pilot;

   -- 2009 Ford Focus, with highway fuel economy of up to 35 mpg;

   -- better than the smaller 2008 Honda Fit and 2009 Nissan Versa
      SL and a key reason Focus retail sales are up 50%;

   -- 2009 Escape, with a new 2.5-liter four-cylinder engine and
      six-speed transmission delivering best-in-class highway fuel
      economy of 28 mpg -- ahead of Toyota RAV4 and Honda CR-V;

   -- 2009 Ford Escape Hybrid, delivering 34 mpg in the city and
      31 mpg on the highway, making it the most fuel-efficient
      utility vehicle available;

Coming in 2009 are the first applications of Ford's new EcoBoost
engines.  EcoBoost uses gasoline turbocharged direct-injection
technology for up to 20% better fuel economy, up to 15% fewer CO2
emissions and superior driving performance versus larger-
displacement engines.

EcoBoost V-6 engines will be introduced on several vehicles next
year, beginning with the Lincoln MKS and Ford Taurus sedans, and
Ford Flex crossover.  Four-cylinder EcoBoost engines will debut in
2010 in both North America and Europe.  Ford will offer EcoBoost
on more than 80% of its North American lineup by the end of 2012.
Ford also plans to double capacity for North American four-
cylinder engines to more than 1 million units by 2011, to meet the
consumer trend toward downsized engines for fuel economy.  The
smaller engines will deliver significant fuel savings.

In addition, Ford plans to double its hybrid volume and offerings
next year -- and is looking to expand further going forward.
Production of the all-new 2010 Ford Fusion Hybrid and Mercury
Milan Hybrid begins in December -- with fuel economy expected to
top the Toyota Camry hybrid.

With these new models, the Ford Escape Hybrid -- now in its fifth
year of production -- and the Mercury Mariner Hybrid, Ford will
offer four hybrid vehicles.  That will make Ford the largest
domestic producer of full hybrid vehicles in North America, second
only to Toyota in sales volume.

Ford also is introducing six-speeds with PowerShift that offers
the fuel economy of a manual transmission and convenience of an
automatic; start-stop engines that shut off when the vehicle
stops; electric power steering; direct injection, and Twin
Independent Variable Cam Timing engines.  These technologies will
be progressively introduced within the North American lineup by
2012.

                            "One Ford"

Driving Ford's product transformation is the company's "One Ford"
worldwide product development vision, which will deliver more
vehicles worldwide from fewer core platforms, further reduce costs
and allow for the increased use of common parts and systems.

In the next five years, Ford will build more than 1 million
vehicles a year worldwide off its global B-car platform and nearly
2 million units worldwide off its global C-car platform.

"Ford is investing most where consumer growth is taking place --
and that's in highly fuel-efficient global small cars," said
Derrick Kuzak, Ford group vice president of Global Product
Development.  "One of every four vehicles in the world today is a
'C' or Ford Focus-sized vehicle, and we expect the segment to grow
more than 20% to 6 million units in North America and 25 million
worldwide by 2012.  We see similar strong growth in the B-segment,
where the Fiesta competes."

With Ford's worldwide product development plan, all of the
company's vehicles competing in worlwide segments will be common
in North America, Europe and Asia within five years.  In addition
to B- and C-sized small cars, the company's Fusion- and Mondeo-
sized C/D cars and utilities will be common globally.  The same
will be true for commercial vans.

Ford said it is positioned to take advantage of its scale, already
acclaimed worldwide products and the strength of the Ford brand
around the world to respond to the changing marketplace and to
begin to grow profitably.  The company said its success in growing
market share and profits with smaller, more fuel-efficient
vehicles in Europe is now the template around the world.

"We remain absolutely committed to creating an exciting, viable
Ford going forward -- and to transforming Ford into a lean global
enterprise delivering profitable growth over the long term," said
Mr. Mulally.  "We continue to make progress on every element of
our transformation plan, and we are taking decisive steps in the
near term to ensure our long-term success."

                       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.


FORSTER DRILLING: W. Scott Resigns as Secretary and Treasurer
-------------------------------------------------------------
Forster Drilling Corporation disclosed in a regulatory fling with
the Securities and Exchange Commission that on June 25, 2008, W.
Scott Thompson resigned as the company's secretary and treasurer.

                      About Forster Drilling

Headquartered in Houston, Forster Drilling Corporation (OTC BB:
FODL.OB) -- http://www.forsterdrilling.com/-- is engaged in
in the refurbishing land drilling rigs and deploying them for use
by oil and natural gas producers.  Currently, the company provides
contract land drilling services in New Mexico to two different oil
and gas company customers.

Forster Drilling Corp.'s consolidated balance sheet at Feb. 29,
2008, showed $15,050,904 in total assets and $16,088,602 in total
liabilities, resulting in a $1,037,698 total stockholders'
deficit.

                       Going Concern Doubt

LBB & Associates Ltd., LLP, in Houston, expressed substantial
doubt about Forster Drilling Corp.'s ability to continue as a
going concern after auditing the company's consolidated 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.


FRONTIER AIRLINES: Posts $60MM Net Loss in Year Ended March 31
--------------------------------------------------------------
Frontier Airlines Inc. filed its annual report for the fiscal
year ended March 31, 2008, on Form 10-K with the U.S. Securities
and Exchange Commission.

Frontier recorded a net loss of $60,253,000 or $1.64 per diluted
share, which covers:

   * a decrease in fuel expense for non-cash mark to market
     derivative gains of $1,847,000 and realized cash
     settlements of $30,740,000 on fuel hedging contracts;

   * a post-retirement liability curtailment gain of $6,361,000;

   * $8,454,000 of start-up costs for Lynx Aviation;

   * $3,339,000 in accelerated depreciation for our seat
     replacement project;

   * $1,791,000 in net losses on sales of assets; and

   * $442,000 in employee separation cost.

Frontier increased passenger revenue by 17.4%, which is a result
of increasing its capacity by 12.0% while increasing passenger
yields by 4.5%.  The increase in passenger revenue can be
primarily attributed to the increase in load factor year-over-
year by 4.9 points and an increase of 1.1% of the average fare.

Frontier has relatively low operating expenses excluding fuel
because it currently operates a single fleet of aircraft on its
mainline routes in a single class of service with high aircraft
utilization rates.

Frontier submits that its losses over the past three years have
been primarily driven by rising fuel costs.  The average fuel
cost per gallon, including hedging activities, was $2.45 for the
year ended March 31, 2008 compared to $2.12 for the year ended
March 31, 2007, showing an increase of 15.6%.

Since March 31, 2008, Frontier's aircraft fuel expense has
increased by approximately 60% excluding the benefits of hedging,
which would have equated to an estimated $325,000,000 increase in
fuel expense on an annualized basis to the financial results.  
Additionally, the Company continues to operate in a highly
competitive pricing environment, which limits its ability to
increase fares to offset high fuel costs.

The aggregate market value of common stock held by non-affiliates
of the Company as reported by the Nasdaq National Market as of
September 30, 2007, was $226,812,395.

The number of shares of the Company's common stock outstanding as
of June 23, 2008 is 36,945,744.  As of March 31, 2008, there were
1,727 holders of record of the Company's stock.  The Company does
not anticipate paying dividends on its common stock in the
foreseeable future.

                         Cost Structure

In December 2007, Frontier announced a reduction to indirect
labor work force by 10%.  The jobs eliminated were corporate jobs
not directly related to flight operations and resulted in a
severance accrual of $442,000 with annual savings of $2,900,000.  
The sale of the additional aircraft in September and October, if
completed, will force the Company to reevaluate its exiting
workforce and adjust accordingly.

In May 2008, the Company reached agreements with the pilot and
dispatchers unions on temporary wage and benefit concessions.  In
June 2008, the Teamsters Union, which represents approximately
450 mechanics, tool room employees and others, also agreed to
temporary wage and benefit concessions.  All other employees were
given wage reductions effective June 1, 2008.

After a thorough fleet analysis and taking account of the
dramatic increases in the price of fuel and the potential impacts
of a slowing economy, the Company has elected to sell a total of
11 aircraft, which allows it to slow its capacity growth and
improve its cash position.  Hence, for fiscal 2009, Frontier
expects to reduce mainline capacity by approximately 10% versus
fiscal 2008.

                      Revenues and Expenses

Mainline passenger showed an increase of 17.4% from the previous
year.  Revenue from passenger tickets flown generated 90.4% of
its mainline passenger revenue and increased $163,894,000 or
17.5% over the prior year.

Other revenues -- comprised principally of the revenue from the
marketing component of co-branded credit card, interline and
ground handling fees, liquor sales, LiveTV sales, pay-per-view
movies and excess baggage fees -- totaled $42,463,000.

The total mainline operating expenses totaled $1,253,904,000,
showing an increase of 17.2%, from the previous year, and
represented 99.0% of total mainline revenue.

Flight operations expenses increased 11.3% from 2007's results,
due to an increase in mainline block hours.

                         Labor Workforce

As of June 23, 2008, Frontier had approximately 6,170 employees
-- including 806 pilots, 1,121 flight attendants, 1,512 customer
service agents, 193 scouts and on-call personnel, 749 ramp
service agents, 449 reservations agents, 151 aircraft appearance
agents, 100 catering agents, 533 mechanics and related personnel,
and 558 general management and administrative personnel --  of
which approximately 20% are represented by unions.

Salaries, wages and benefits increased 13.5% and were 22.0% of
total mainline revenue, resulting from an increase in the number
of full-time equivalent employees to support Frontier's continued
capacity growth.

Pilot and flight attendant salaries before payroll taxes and
benefits increased 10.1% compared to results ending March 31,
2007.

                           Aircraft Fuel

Frontier's aircraft fuel expenses for the year was reduced by
non-cash mark to market derivative gains of $1,847,000 and cash
settlements of $30,740,000 received from a counterparty.

During the years ended March 31, 2008, 2007, and 2006, jet fuel,
including hedging activities and our regional partner operations,
accounted for 35.3%, 31.8% and 31.1%, of Frontier's operating
expenses.  The Company has arrangements with major fuel suppliers
for substantial portions of fuel requirements to assure an
adequate supply of fuel for current and future operations.  

Jet fuel costs are subject to wide fluctuations as a result of
sudden disruptions in supply beyond our control; hence, the
Company cannot predict the future availability and cost of jet
fuel with any degree of certainty.

                  Bankruptcy-Related Financials

As of the Petition Date, Frontier had in excess of $108,000,000
in unrestricted cash, cash equivalents and short-term
investments.  The Company's ability, both during and after the
Chapter 11 cases, to continue as a going-concern is dependent
upon, among other things, its ability (i) to successfully achieve
required cost savings to complete restructuring; (ii) to maintain
adequate liquidity; (iii) to generate cash from operations; (iv)
to secure financing; (v) to negotiate favorable terms with
bankcard processors and credit card companies; (vi) to confirm a
plan of reorganization under the Bankruptcy Code; and (vii) to
achieve profitability.

As of June 23, 2008, the average price per gallon of fuel was
approximately $4.22.  Due to Frontier's Chapter 11 filing, all
fuel hedge contracts outstanding as of March 31, 2008, were
terminated in May 2008, and subsequently settled, which resulted
in cash receipts of $23,409,000.  Frontier discloses that it
currently does not have any further hedging contracts in place.

A plan of reorganization could materially change the amounts that
are currently in Frontier's consolidated financial statements,
the SEC filing disclosed.

A full-text copy of Frontier's annual report is available for
free at:

     http://ResearchArchives.com/t/s?301a

             FRONTIER AIRLINES HOLDINGS, INC., ET AL.
                  Consolidated Balance Sheet
                     As of March 31, 2008

                            ASSETS

CURRENT
ASSETS:                                                                         
   Cash and cash equivalents                        $120,837,000
   Short-term investments                              8,501,000
   Restricted investments                             74,119,000
   Receivables, net                                   57,687,000
   Prepaid expenses and other assets                  26,428,000
   Inventories, net                                   17,451,000
   Assets held for sale                                1,263,000
                                                  --------------
Total current assets                                 306,286,000

Property and other equipment, net                    870,444,000
Security and other deposits                           25,123,000
Aircraft pre-delivery payments                        12,738,000
Restricted investments                                 2,845,000
Deferred loan expenses and other assets               32,535,000
                                                  --------------
Total Assets                                      $1,249,971,000
                                                  ==============

               LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities not subject to compromise:

CURRENT
LIABILITIES:                                                     
   Accounts payable                                  $79,732,000
   Air traffic liability                             226,017,000
   Other accrued expenses                             84,058,000
   Current portion of long-term debt                  38,232,000
   Short-term borrowings                               3,139,000
   Deferred revenue and other liabilities             18,189,000
                                                  --------------
Total current liabilities                            449,367,000

Long-term debt related to aircraft notes             532,086,000
Convertible notes                                     92,000,000
Deferred revenue and other liabilities                24,399,000
                                                  --------------
Total Liabilities                                 $1,097,852,000

Commitments and contingencies:

STOCKHOLDERS' EQUITY:
   Preferred stock                                             -
   Common stock                                           37,000
   Treasury stock                                              -
   Additional paid-in capital                        195,874,000
   Unearned ESOP shares                                 (616,000)
   Accumulated other comprehensive loss, net            (299,000)
   Retained deficit                                  (42,877,000)
                                                  --------------
Total Stockholders' Equity                           152,119,000
                                                  --------------
Total Liabilities and Stockholders' Equity        $1,249,971,000
                                                  ==============

              FRONTIER AIRLINES HOLDINGS, INC., ET AL.
                Consolidated Statement of Operations
                     Year Ended March 31, 2008

Revenues:
   Passenger                                      $1,350,427,000
   Cargo                                               6,091,000
   Other                                              42,463,000
                                                  --------------
Total revenues                                     1,398,981,000

Operating expenses:
   Flight operations                                 186,120,000
   Aircraft fuel                                     454,822,000
   Aircraft lease                                    116,099,000
   Aircraft and traffic servicing                    188,245,000
   Maintenance                                       106,166,000
   Promotion and sales                               131,645,000
   General and administrative                         64,490,000
   Operating expense -- regional partners            146,211,000
   Post-retirement liability curtailment gain         (6,361,000)
   Employee separation and exit costs                    442,000
   Loss on sales of assets, net                        1,791,000
   Depreciation                                       44,641,000
                                                  --------------
Total operating expenses                           1,434,311,000
                                                  --------------
Business interruption insurance proceeds                 300,000
                                                 ---------------
Operating loss                                       (35,030,000)

Non-operating income (expense):
   Interest income                                    12,048,000
   Interest expense                                  (36,444,000)
   Loss from early extinguishment of debt               (283,000)
   Other, net                                           (645,000)
                                                  --------------
Total non-operating expense, net                     (25,324,000)

Loss before income tax benefit                       (60,354,000)

Income tax benefit                                      (101,000)
                                                 ---------------
Net Loss                                            ($60,253,000)
                                                 ===============

               FRONTIER AIRLINES HOLDINGS, INC., ET AL.
                Consolidated Statement of Cash Flow
                     Year Ended March 31, 2008

Cash flows from operating activities:
   Net Loss                                         ($60,253,000)

   Adjustments to reconcile net loss to
   net cash in operating activities:
     Compensation expense                              2,653,000
     Depreciation and amortization                    46,176,000
     Provisions recorded on inventories                1,423,000
     Loss on sales of assets, net                      1,791,000
     Mark to market derivative gains                  (1,847,000)
     Post-retirement liability curtailment gain       (6,361,000)
     Loss on early extinguishment of debt                283,000
     Deferred income taxes                                     -
   Changes in operating assets and liabilities:
     Restricted investments                          (31,275,000)
     Receivables                                      (2,415,000)
     Prepaid expenses and other assets                  (374,000)
     Inventories                                      (1,927,000)
     Other assets                                     (1,021,000)
     Accounts payable                                 27,731,000
     Air traffic liability                            42,263,000
     Other accrued expenses                           10,578,000
     Deferred revenue and other liabilities            3,248,000
                                                  --------------
Net cash provided by operating activities             30,673,000

Cash flows from investing activities:
   Aircraft lease and purchase deposits applied      (28,332,000)
   Decrease in restricted investments                          -
   Purchase of available-for-sale securities         (10,000,000)
   Sale of available-for-sale securities               1,200,000
   Proceeds from the sale of property and equipment      917,000
   Proceeds from sale-leaseback transactions          92,525,000
   Capital expenditures                             (350,844,000)
                                                 ---------------
Net cash used in investing activities               (294,534,000)

Cash flows from financing activities:
   Net proceeds from issuance of common stock             40,000
   Purchase of treasury shares                                 -
   Payment to bank for compensating balance                    -
   Proceeds form long-term borrowings                297,525,000
   Payments received on note receivable                  716,000
   Principal payments on aircraft notes             (113,961,000)
   Payments on short-term borrowings                           -
   Payment of financing fees                          (2,603,000)
                                                  --------------
Net cash provided by financing activities            181,717,000

Net decrease in cash and cash equivalents            (82,144,000)

Cash and cash equivalents at beginning of year       202,981,000
                                                  --------------
Cash and cash equivalents at end of year            $120,837,000
                                                  ==============

               About Frontier Airlines Inc.

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

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

(Frontier Airlines Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


GAYLE PROPERTY: Case Summary & Five Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Gayle Property Ventures, LLC
         aka Crossroads Entertainment
        4103 Baltimore Ave.
        Bladensburg, MD 20710

Bankruptcy Case No.: 08-19491

Chapter 11 Petition Date: July 24, 2008

Court: District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtors' Counsel: John Douglas Burns, Esq.
                   (burnslaw@burnslaw.algxmail.com)
                  6303 Ivy Lane, Ste. 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780

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/mdb08-19491.pdf

                       
GPS INDUSTRIES: Files Patent Infringement Suit Against Prolink
--------------------------------------------------------------
GPS Industries, Inc. said on July 17, 2008, that the company has
filed suit for patent infringement in the United States District
Court for the Northern District of Illinois against ProLink
Holdings Corp., ProLink Solutions, LLC, ABC National Television
Sales Inc., and LinksCorp Inc.  The suit alleges infringement of
U.S. Patent No. 5,685,786, which relates to on-screen display of
centrally transmitted advertising and tournament standings
information.  

GPSI has also asserted U.S. Patent No. 5,438,518, which relates to
the company's position-based hole advance and screen scrolling
technology.  The complaint also alleges that the ProLink companies
have made false representations in the marketplace and in
connection with financing activities that they own rights in the
'518 patent, when in fact they hold no interest in the patent and
are not authorized to utilize the technology it covers.

David Chessler, chief executive officer of GPS Industries, said:  
"Today's filing is an important step in our strategy to establish
the company's patent rights through the court system and to clear
up the confusion ProLink has attempted to create in the
marketplace.  Our management team and key investors are committed
to pursuing this legal strategy to a successful outcome.  GPS
Industries has invested millions of dollars in its intellectual
patent portfolio.  We have a responsibility to our investors and
shareholders to vigorously defend these patents against any
infringing parties."

                       About GPS Industries

Headquartered in Surrey, B.C. Canada, GPS Industries Inc. (OTC BB:
GPSN.OB) -- http://www.gpsindustries.com/-- develops and
markets        
GPS and Wi-Fi multimedia solutions to enable managers of golf
facilities, resorts, and residential communities to improve
operational efficiencies and generate significant new revenue
streams.

As reported in the Troubled Company Reporter on May 29, 2008, the
company's consolidated balance sheet at March 31, 2008, showed
$31,278,000 in total assets, $26,125,000 in total liabilities, and
$5,153,000 in total stockholders' equity.

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

                       Going Concern Doubt

Sherb & Co., LLP, in New York, expressed substantial doubt about
GPS Industries 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 reported that the
company has incurred significant losses and has a working capital
deficiency.


GSAMP TRUST: S&P Puts Default Ratings on Two Loan Classes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the B-4
classes from GSAMP Trust's series 2005-SD1 and 2006-SD2 to 'D'
from 'CC'.  The affected classes experienced principal write-downs
during the June 2008 remittance period.
     
As of the June 2008 distribution period, cumulative realized
losses for series 2005-SD1 and 2006-SD2 were 5.73% and 9.25%,
respectively, of the original pool balances.  Total delinquencies
were 42.93% and 51.97% of the current principal balances,
respectively.
     
Series 2005-SD1 is 40 months seasoned, and series 2006-SD2 is 23
months seasoned.  These transactions have outstanding pool factors
of 28.11% and 57.09%, respectively.
     
If delinquencies continue to translate into realized losses, S&P
will likely take further negative rating actions on the
outstanding classes from these transactions.
     
Subordination, overcollateralization, and excess interest cash
flow provide credit support for these deals.  The collateral
originally consisted of 30-year, fixed-rate, closed-end second-
lien mortgage loans secured by one- to four-family residential
properties.


                          Ratings Lowered

                            GSAMP Trust

                                           Rating
                                           ------
             Series         Class      To          From
             ------         -----      --          ----
             2005-SD1       B-4        D           CC
             2006-SD2       B-4        D           CC


IESI CORP: S&P Affirms 'BB' Long-Term Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on waste
management company IESI Corp., including the 'BB' long-term
corporate credit rating.  The outlook is stable.
     
The ratings on IESI are based on the consolidated credit profile
of its parent, BFI Canada Income Fund, which exercises management
control and decision-making on IESI's business and financial
strategy.
     
"BFI Fund's credit profile reflects the limited diversity of its
operating subsidiaries, reliance on landfill expansion and
acquisitions for growth, and the constraint in financial
flexibility under the current income trust structure," said
Standard & Poor's credit analyst Greg Pau.  Favorable industry
growth supported by recession-resistant demand, relatively low
exposure to the cyclical construction and demolition segment, and
an improving market position in its selected regional markets
offset these factors.
     
Through its primary operating subsidiaries, IESI and BFI Canada
Holdings Inc., BFI Fund is a midsize participant in the highly
fragmented waste management business, ranking sixth largest in
North America by revenue.  BFI Fund lacks diversity compared with
larger competitors such as Waste Management Inc. (BBB/Watch Neg/A-
2).  This modest diversity is evident in BFI Fund's relatively
small number of landfills and narrower geographic reach.  
Moreover, it relies significantly on landfill expansion and
permitting, which is projected to be about 43% of existing
landfill airspace, for future business growth.  Timing of
obtaining expansion permits is not within the operators' control
and delays are not uncommon.  This is because the permitting
process requires numerous feasibility assessments and multiple
levels of government approval.
     
BFI Fund benefits from its efficient operations and steady EBITDA
margin at 30% in the past three years, despite cost pressure from
escalating fuel prices.  This was achieved largely through
contributions from the higher margin Canadian market, the fund's
effort to improve route density and profitability, and effective
integration of acquired companies.
     
BFI Fund's strategy of focusing on selected high-growth and
densely populated regions has supported its strong market position
as one of the top three players in more than 85% of the markets it
serves.  As supply growth in waste management services remains
constrained by limited availability of landfill and transfer
facilities, incumbent players should retain their market positions
and bargaining power.  
     
The outlook is stable, reflecting that the recent deterioration in
financial measures and constraint in financial flexibility are
partly mitigated by stable industry operating conditions,
continued focus in efficiency, and lower permit renewal risks.  
S&P could lower the rating or revise the outlook on IESI if BFI
Fund's financial measures further deteriorate with adjusted debt
to EBITDA over 3.5x or adjusted FFO to debt below 20% on a
sustained basis, or it materially increases its exposure to the
weak C&D and industrial segments.  Conversely, S&P could raise the
rating or revise the outlook on IESI if BFI Fund's financial
flexibility materially improves through successful reduction in
distribution requirement and/or equity issuance.  This could be
facilitated by its conversion to a corporation status, and
improvement in financial measures toward its original targets,
with adjusted debt to EBITDA below 2.5x or adjusted FFO to debt
over 30% on a sustained basis.


IKON OFFICE: S&P Holds 'BB-' Rating and Changes Outlook to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Malvern,
Pennsylvania-based IKON Office Solutions Inc. to stable from
negative.  At the same time, S&P affirmed its 'BB-' corporate
credit rating on the company.
     
"The outlook revision reflects an improved financial profile
following recent debt reductions and improvements in operating
results," said Standard & Poor's credit analyst Lucy Patricola.

The rating on IKON reflects the company's lack of revenue growth,
mature and highly competitive industry conditions, relatively
modest market position in the global document services market, and
management's more aggressive stance toward shareholder returns.  
These factors are offset partially by IKON's significant recurring
revenue base and consistent profitability.
     
IKON is the leading independent provider of document management
systems and services, with fiscal 2007 revenues of $4.2 billion.


INFOGROUP INC: S&P Keeps 'BB' Rating Under Negative CreditWatch
---------------------------------------------------------------
On July 24, 2008, Standard & Poor's Rating Services said that its
'BB' rating on infoGROUP Inc. remains on CreditWatch with negative
implications, where it was placed March 11, 2008.  The company
announced on July 22, 2008 that the special litigation committee
formed by infoGROUP's Board of Directors has completed its
independent review and concluded that various related-party
transactions, expense reimbursements, and corporate expenditures
were excessive.  In response to the committee's findings, the
company has implemented a number of corporate governance
initiatives.  

While Standard & Poor's views these measures positively, the
rating remains on CreditWatch with negative implications until S&P
can assess whether the committee's report has any impact on the
SEC's informal investigation.
     
In addition, S&P would not remove the ratings from CreditWatch
until the company files its 10-K for the fiscal year ended
Dec. 31, 2007, its 10-Q for the quarter ended March 31, 2008, and
its 10-Q for the quarter ended June 30, 2008.  The company's
amended credit agreement requires infoGROUP to file its 10-K and
first-quarter 10-Q on or before Aug. 15, 2008, and its second
quarter 10-Q on or before Aug. 29, 2008.
     
The rating was initially placed on CreditWatch after the company
announced it would delay its filings, potentially leading to a
default under its credit facilities.  The company stated that it
was unable to file its 10-K and 10-Q reports on time due to the
ongoing investigation by the Denver regional office of the SEC.
Lenders subsequently provided amendments ultimately extending the
filing dates.  S&P's concerns regarding the informal investigation
by the SEC and the formation of a special litigation committee
were heightened given that these developments led to filing
delays.
     
In November 2007, the company announced that the Denver regional
office of the SEC requested voluntary production of documents
regarding related-party transactions, expense reimbursement, other
corporate expenditures, and certain trading in infoGROUP's
securities.  At that time, S&P released a bulletin stating that it
would monitor these inquiries into infoGROUP's governance
practices, and developments relating to the progress of a Delaware
lawsuit alleging conflicts of interest from certain transactions.  
Although the SEC has not escalated the investigation to formal
status, the delay in financial filings concerns us.
     
S&P expect to resolve the CreditWatch listing once it determine
whether the report has any bearing on the SEC's informal
investigation, and the company files its delayed financial
statements.

Ratings List

Ratings Remaining On CreditWatch

infoGROUP Inc.
Corporate Credit Rating      BB/Watch Neg/--
Secured Loan Facility        BB/Watch Neg
   Recovery Rating*           3

  * Standard & Poor's does not place its recovery ratings on
    CreditWatch; however, this does not preclude our recovery
    assessment from potentially changing in the future.


IRIDIUM SATELLITE: S&P Keeps 'B-' Rating on $170MM Facilities
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery ratings on
Bethesda, Maryland-based Iridium Satellite LLC's (B-/Negative/--)
$170 million aggregate first-lien credit facilities to '4' from
'3', indicating expectations for average (30%-50%) recovery of
principal in the event of a payment default.  The issue ratings on
these first-lien credit facilities remain at 'B-', the same as the
corporate credit rating on Iridium.  The recovery rating revision
is primarily the result of a decrease in the insolvency proxy due
to the reevaluation of the projected default year to 2010.

The issue-level rating on the company's $40 million, second-lien
term loan remains unchanged, at 'CCC', two notches below the
corporate credit rating, and the recovery rating on this debt is
still '6', indicating expectations for negligible (0%-10%)
recovery in the event of a payment default.

Ratings List

Iridium Satellite LLC

Ratings Affirmed
Corporate Credit Rating        B-/Negative/--
First-lien Term Loan           B-
Second-lien Term Loan          CCC (Recovery Rtg: 6)

Recovery Ratings Revised
                                To            From
                                --            ----
First-lien Term Loan
  Recovery Rating               4             3


ISTAR FINANCIAL: Fitch Cuts Preferred Stock Rating to BB from BB+
-----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and
outstanding debt ratings of iStar Financial Inc. as:

  -- IDR to 'BBB-' from 'BBB';
  -- Unsecured revolving credit facilities to 'BBB-' from 'BBB';
  -- Senior unsecured notes to 'BBB-' from 'BBB';
  -- Convertible senior floating rate notes to 'BBB-' from 'BBB';
  -- Preferred stock rating to 'BB' from 'BB+'.

The Rating Outlook remains Negative.  The rating action affects
approximately $11 billion of obligations.

The downgrade is driven primarily by the decrease in the earnings
power of iStar's loan portfolio, due to asset impairments and loan
loss provisions of nearly $725 million that iStar will have taken
between Sept. 30, 2007, the first quarter in which iStar owned the
assets associated with the Fremont Investment & Loan transaction,
and June 30, 2008.  While this decrease in earnings power has not
manifested itself in declining EBITDA fixed charge coverage
levels, Fitch believes that iStar's coverage metrics will decline
over the next twelve months.

iStar's ratio of EBITDA to fixed charges was 1.8 times for both
the twelve months ended March 31, 2008 and March 31, 2007,
respectively.  However, because non-cash impairments are not
subtracted in calculating EBITDA, this ratio does not capture an
anticipated decline in cash interest income generation from the
company's loan portfolio.

Leverage has increased modestly since Fitch revised iStar's Rating
Outlook to Negative from Stable on Feb. 15, 2008.  iStar's
leverage increased to 3.5x as of March 31, 2008 from 3.3x as of
Sept. 30, 2007, but up markedly from 2.6x as of June 30, 2007, the
quarter-end period immediately prior to the close of the Fremont
transaction.

iStar's Negative Outlook is predicated on continued concern that
the slowdown in the commercial real estate debt capital markets
and moderating fundamentals will have adverse effects on the
company's earnings, portfolio quality and cash flows for the
remainder of 2008.  Reduced capital availability will likely
impact many of iStar's borrowers, who historically have sold
assets or refinanced their loans via the secured debt markets to
repay iStar loans.

In addition, the continued slowdown in the single-family
residential sector and a slowing economy are affecting the timing
and amount of repayment of condominium construction loans assumed
in connection iStar's acquisition of Fremont General Corporation's
commercial real estate lending business and retained interest in
Fremont's commercial real estate loan portfolio.  The decreased
ability of iStar's borrowers to repay loans reduces the company's
ability to meet future funding obligations and debt maturities,
and may result in the company increasing its borrowings or raising
external capital to address these uses of cash.

Offsetting these credit weaknesses are iStar's strengths in
structuring capital solutions for its customers and its
diversified portfolio of mortgages, subordinated debt and leases.
In addition, iStar has taken several steps to address near-term
debt maturities and liquidity concerns Fitch noted in revising the
company's Outlook to Negative in February 2008.  iStar repaid
shorter-term indebtedness by raising approximately $741 million
via a senior notes offering in May 2008, $948 million in first
mortgage debt in May 2008 and by generating cash from sold assets
of approximately $815 million since the beginning of 2008.  An
offsetting factor is that secured debt now comprises approximately
15% of total debt, a level that hinders financial flexibility and
reduces the unencumbered asset pool available for unsecured
bondholders.

In resolving the Negative Outlook back to Stable, Fitch will look
for iStar to maintain EBITDA fixed charge coverage above 1.7x over
the next twelve months and also maintain adequate liquidity to
address future funding obligations and debt maturities.  Fitch
deems the current 3.5x leverage level appropriate for the 'BBB-'
rating category, but would anticipate that leverage will decline
slightly over the next 18 months as the company repays
indebtedness from loan maturities.

Headquartered in New York City, iStar provides structured
financing and corporate leasing of commercial real estate
nationwide.  iStar leverages its expertise in real estate, capital
markets, and corporate finance to serve real estate investors and
corporations with sophisticated financing requirements.  As of
March 31, 2008, iStar had $16.5 billion of undepreciated real
estate assets and $3.3 billion of undepreciated book equity.


IVANHOE ENERGY: Closes C$90 Athabasca Oilsands Assets Acquisition
-----------------------------------------------------------------
Robert Friedland, executive chairman, president and chief
executive officer of Ivanhoe Energy Inc. disclosed that on
July 11, 2008, the company completed the acquisition of Talisman
Energy Canada's 100% working interests in two leases (Leases 10
and 6) located in the heart of the Athabasca oilsands region in
the Province of Alberta, Canada.  Talisman Energy Canada is an
affiliate of Talisman Energy Inc.

The total purchase price is C$90 million, of which an initial
payment of C$22.5 million has been made from proceeds of an
C$88 million private placement financing that closed on July 8,
2008.  

The acquisition of Lease 10 will provide the site for the first
commercial application of Ivanhoe Energy's proprietary, HTL(TM)
heavy-oil upgrading technology in a major, integrated heavy-oil
project.  Lease 10 has a relatively high level of delineation
(four wells per section).  It is believed to be a high-quality
reservoir and an excellent candidate for thermal recovery
production using the SAGD (steam-assisted gravity drainage)
process.  

The Lease 10 reservoir characteristics are believed by Ivanhoe to
be similar to those at Petro-Canada's 30,000-barrel-per-day MacKay
River project, located nearby, across the Athabasca River.  MacKay
River is acknowledged to be one of the most successful and
longest-producing SAGD projects in the Athabasca oil sands.

Lease 10 would be capable of producing between 30,000 and 50,000
barrels of oil per day, based on estimates by independent
reservoir engineers Sproule Associates Limited.  Based on
the most recent evaluations conducted by Sproule, Lease 10 is
estimated to contain, on a best-estimate basis, approximately 244
million barrels of contingent bitumen resources (with low and
high estimates of approximately 188 million and 313 million
barrels, respectively).  The evaluation of Lease 10 has an
effective date of Aug. 31, 2007.  Using Sproule's interpretation
of net pay, Ivanhoe expects to encounter an average of 30 metres
of continuous bitumen saturated sand within the initial
development area.

Based on these contingent resource estimates, Ivanhoe Energy's
acquisition price of C$90 million represents a price of
approximately C$0.37 per barrel of contingent bitumen resource
measured on a best-estimate basis, with a range of approximately
C$0.29 per barrel on a high-estimate basis to approximately C$0.48
per barrel on a low-estimate basis.

Since Ivanhoe Energy's oilsands announcement of the preliminary
agreement between the company and Talisman on May 29, 2008, the
holder of the 25% working interest in Lease 50 has exercised its
right of first refusal to acquire Talisman's 75% working
interest in Lease 50 – a third lease that Ivanhoe was to acquire
from Talisman.  Lease 50 is a less-delineated asset located
approximately 19 km southeast of Fort McMurray.  Contingent
bitumen resources attributable to Talisman's 75% working interest
in Lease 50 were estimated by Sproule as of July 31, 2006, to be,
on a best-estimate basis, approximately 50 million barrels.
As a consequence, Ivanhoe Energy has proceeded to purchase Lease
10 and Lease 6 – and the total purchase price has decreased from
C$105 million to C$90 million.

Lease 50 was considered by Ivanhoe to represent possible expansion
potential.  The reduced cost to Ivanhoe of acquiring its principal
target, Lease 10, leaves Ivanhoe with additional cash resources to
initiate the development of Lease 10 and also allows Ivanhoe to
apply its resources to alternative expansion targets as
appropriate.

Lease 6 is a small, undelineated, 680-acre block 1.6 km south of
Lease 10.

                        Talisman's Rights

Talisman will retain back-in rights  of up to 20% in the acquired
leases for a period of three years. During this period, Talisman
also will have the right of first offer to acquire any
participation interests in heavy-oil projects in Alberta that
Ivanhoe wishes to sell, excluding the acquired leases, on mutually
agreeable terms.  In addition, Ivanhoe and Talisman have entered
into an HTL Data Monitoring Agreement to allow Talisman to
effectively monitor the commercial effectiveness of Ivanhoe's HTL
technology.

                             Lease 10

Lease 10 is a 6,880-acre contiguous block located approximately 10
miles (16 km) northeast of Fort McMurray, immediately south of
Suncor's operating Steepbank and Millennium projects.  The block
also adjoins leases held by ExxonMobil, Laricina Energy and E-T
Energy.

                   Benefits of HTL Integration

HTL is a field-located upgrading process that converts heavy oil
to a transportable, partially upgraded synthetic crude oil and
converts the upgrading by-products to onsite energy.  The
process frees the heavy-oil producer from the need to purchase
diluent for transport, significantly eliminates the need to
purchase natural gas to steam the reservoir, and allows the
producer to capture the majority of the heavy-oil/light-oil value
differential.  The net result is enhanced rates of return and
reduced earnings volatility.  Furthermore, the HTL process is
technically and economically scalable down to as low as 10,000-
30,000 bopd, allowing for vertical integration of smaller, heavy-
oil assets in Canada and internationally.

                         Purchase Details

Ivanhoe has purchased all of Talisman's interests in Leases 10 and
6.  The total purchase price for the two leases is C$90 million,
allocated as follows:

  1. C$22.5 million cash that has been paid.

  2. A C$12.5 million note, with interest at prime plus 2%, is to  
     be repaid on or before Dec. 31, 2008.

  3. A C$40 million, three-year convertible note, with interest at
     prime plus 2% with principal convertible at C$3.13, which
     represents a 25% premium to Ivanhoe Energy's share price
     based on the volume-adjusted, weighted-average closing price
     for the 10 business days prior to the signing of the
     preliminary agreement on May 29, 2008.  If the note were
     fully converted, 12,779,552 common shares of Ivanhoe Energy
     would be issued to Talisman, representing approximately 4.44%
     of the issued and outstanding shares of Ivanhoe Energy
     as of July 11, after giving effect to the conversion, as well
     as the C$88 million financing that just closed.

  4. C$15 million cash upon Ivanhoe Energy receiving requisite
     government and other approvals to develop the northern border
     of Lease 10, which is subject to a Mineral Surface Lease
     (MSL) held by Suncor.

Ivanhoe's obligations under the notes and the contingent payment
are secured.  Ivanhoe intends to finance future payments with
funds from a combination of strategic investors or traditional
debt and equity markets, either at the Ivanhoe Energy Inc. level
or project level.

                        Financial Advisor

Tristone Capital Inc. is acting as financial advisor to Ivanhoe
for this transaction.

                       About Ivanhoe Energy

Vancouver, British Columbia, Canada, Ivanhoe Energy Inc. (TSX: IE;
Nasdaq: IVAN) -- http://www.ivanhoe-energy.com/-- is an    
independent international heavy oil development and production
company focused on pursuing long-term growth in its reserve base
and production using advanced technologies, including its
proprietary, patented heavy-oil upgrading process (HTL).  Core
operations are in the United States and China, with business
development opportunities worldwide.

Ivanhoe Energy has established a number of geographically focused
entities.  The parent company, Ivanhoe Energy Inc., will pursue
HTL opportunities in the Athabasca oilsands of Western Canada and
will hold and manage the core HTL technology.  Two new
subsidiaries have been established, one for Latin America and one
for the Middle East & North Africa, complementing Sunwing Energy
Ltd., Ivanhoe Energy's existing, wholly-owned company for
China.  Ivanhoe Energy Inc. owns 100% of each of these
subsidiaries, although the percentages are expected to decline as
they develop their respective businesses and raise capital
independently.

At March 31, 2008, the company's consolidated balance sheet showed
$231.1 million in total assets, $41.2 million in total
liabilities, and $189.9 million in total stockholders' equity.

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

                       Going Concern Doubt

Ivanhoe Energy Inc. believes that existing conditions cast
substantial doubt about its ability to continue as a going
concern.  The company incurred a net loss of $8.5 million for the
three-month period ended March 31, 2008, and as at March 31, 2008,
had an accumulated deficit of $168.5 million and negative working
capital of $8.8 million.  

In addition, the company currently anticipates incurring
substantial expenditures to further its capital investment
programs and the company's cash flows from operating activities
will not be sufficient to both satisfy its current obligations and
meet the requirements of these capital investment programs.

Moreover, recovery of capitalized costs related to potential
HTL(TM) and GTL projects is dependent upon finalizing definitive
agreements for, and successful completion of, the various
projects, the outcome of which is uncertain.


IXI MOBILE: Reduces Board Co-Chairman's Annual Salary by One-Third
------------------------------------------------------------------
On July 14, 2008, the Board of Directors of IXI Mobile Inc. (the
approved Addendum No. 2 to the employment agreement of Gideon
Barak, executive co-chairman of the Board of the company.  The
Addendum modifies Mr. Barak's existing employment agreement, dated
Jan. 1, 2006 (as amended on Feb. 28, 2006).  The Addendum provides
that, retroactively to April 1, 2008, Mr. Barak's salary has been
reduced by one-third to $140,000 annually and, in consideration
therefor, he will be granted 62,420 shares of the company's common
stock.

The Addendum will terminate upon the earlier to occur of
(i) March 31, 2009, or (ii) the date of the termination of Mr.
Barak's employment with the company.  As of the date of
termination of the Addendum, the terms of Mr. Barak's employment
agreement with the company, as amended by Addendum No. 1, will be
restored.

In addition, the Board approved an increase in the number of
shares of common stock available for issuance under the company's
2003 Israeli Stock Option Plan (as previously amended) by 350,000
to 4,104,291.

                         About IXI Mobile

Headquartered in Belmont, California, IXI Mobile Inc. (OTC BB:
IXMO.0B) -- http://www.ixi.com/-- provides devices and hosted
services to mobile operators, mobile virtual network operators,
and Internet service providers in a number of international
markets.

                          *     *     *

As reported in the Troubled Company Reporter on July 16, 2008,
the company's consolidated balance sheet at March 31, 2008, showed
total assets of $34,728,000, and total liabilities of $35,314,000,
resulting in a $586,000 stockholders' deficit.


JED OIL: Needs Additional Capital to Fund Operations
----------------------------------------------------
JED Oil, Inc., filed its 2007 annual report on Form 20-F on
July 15, 2008, with the U.S. Securities and Exchange Commission.

In that report, the company's auditor, Meyers Norris Penny LLP in
Calgary, Canada, related that "the company's ability to continue
as a going concern is dependent on obtaining sufficient working
capital and financing to fund future operations."

                    Going Concern Uncertainty

The company posted net income of $10,539,797 on petroleum and
natural gas revenues of $14,859,110 for the year ended Dec. 31,
2007, as compared with a net loss of $74,152,821 on petroleum and
natural gas revenues of $25,253,253 in the prior year.

Revenue has declined in 2007 compared to 2006 due to the result of
significant asset sales in the fourth quarter of 2006 that
impacted 2007 production, additional sales in the second quarter
of 2007 and normal production declines.  The impact of these sales
was partially offset by the purchase of Caribou's assets.  It is
expected that 2008 will see a significant increase in revenue as a
result of the drilling program, as wells come on-stream from those
efforts.

During the year ended Dec. 31, 2007, JED Oil realized a negative
cash flow from operating activities of $503,405.  The gain on sale
of petroleum and natural gas properties of $12,301,908 was
primarily responsible for the net income for the year ended
Dec. 31, 2007.

At Dec. 31, 2007, the company had a stockholders' deficit and a
consolidated working capital deficit of $48,996,421.  The
company's large working capital deficiency and change in working
capital from the prior year are as a result of the Convertible
Note Payables becoming current during the year.  The company
requires additional funds to maintain operations and discharge
liabilities as they become due.  These conditions raise
substantial doubt about the company's ability to continue as a
going concern.  

The gain on sale of petroleum and natural gas properties and
issues of common shares relating to the purchase of Caribou
Resources Corp. during 2007 has significantly reduced the
stockholder's deficiency.  The company settled a contract for
drilling services during the year ended Dec. 31, 2007, that
resulted in a loss of $1,931,327 and a payment by the drilling
contractor to JED Oil, Inc., of an equal amount in cash.  

In the previous year, as at Dec. 31, 2006, the company had
recorded significant non-cash write-downs of its petroleum and
natural gas assets totaling $49,570,895 relating to impairments of
Canadian assets and $16,444,640 relating to impairments of U.S.
assets.  These substantial losses in 2006 have contributed to an
accumulated deficit of $73,353,000 at Dec. 31, 2007.  There were
no write-downs required for 2007.

                           Indebtedness

The holders of the company's 10% Senior Subordinated Convertible
Notes have agreed to restructure the Notes and provide for their
redemption.  Under the terms of the agreement, the company has
until May 15, 2008, to complete the credit facility offered by a
Canadian Chartered Bank of around $32,000,000.  

Net proceeds from the loan facility will be used to repay about
$26,000,000 of the outstanding notes plus accrued interest, an
extension fee, and to reduce the working capital deficiency.  
Notes in the amount of about $14,000,000 will be amended or
replaced and an additional note in the amount of $4,000,000 will
be issued for cash, which will be applied to the working capital
deficit.  

These notes will pay interest quarterly at a rate of 12% per annum
and be convertible into common shares of JED at an exercise price
of $1.25 per share.  Around $11,000,000 of the Notes will have a
maturity date of 1 year from the date of closing and Notes
totaling around $7,000,000 will mature two years from the closing
date.

On July 1, 2008, the holders of the company's 10% Senior
Subordinated Convertible Notes have agreed to extend the Maturity
Date for the redemption of the of the Notes, originally Feb. 1,
2008, to Sept. 30, 2008, to allow the company to sell assets to
redeem the Notes, or to Oct. 21, 2008, if the sale transaction
will require shareholder approval.

Preferred shareholders of the company have agreed to an extension
to the redemption date of their shares from Feb. 1, 2008, to
Feb. 1, 2010, and have received a reduced conversion price to
acquire common shares at $3.50 per share over that period.  The
agreement reduces the company's current cash requirement to redeem
the preferred shares by $28,760,000 until 2010.

                    AMEX Non-Compliance Notice

In a letter dated April 12, 2007, the company received a notice
from the American Stock Exchange that at Dec. 31, 2006, the
company was not in compliance with Section 1003(a)(i) of the AMEX
Company Guide.  This section requires that a listed company must
have either $2,000,000 in shareholders' equity or not have
sustained losses from continuing operations or net losses in two
out of three of its most recent fiscal years.  The company
submitted a detailed plan to AMEX on May 22, 2007, outlining the
steps it has taken and will take to bring the company back into
compliance no later than Oct. 13, 2008.  

The plan has been approved by the AMEX Listings Qualifications
Department and the company will continue its listing during the
plan period of up to 18 months, subject to periodic review.  In
the event that the company does not make progress towards
compliance consistent with its approved plan, or is not in
compliance at the end of the plan period, the company may be
subject to delisting proceedings by AMEX.  Compliance may be
achieved through the company either showing profits from
continuing operations and a net profit for fiscal 2007 or by
increasing shareholders' equity to at least $2,000,000.

Milestones in the plan submitted to AMEX that have been achieved
include the sale of petroleum and natural gas properties, which
was completed June 8, 2007, the acquisition of Caribou Resources
Corp., which was closed on July 31, 2007, and the renegotiation of
the terms of the preferred shares to extend the redemption
provision to Feb. 1, 2010, which was approved by the shareholders
on July 30, 2007.  

The company also completed drilling it had proposed in the plan
and returned to profitability for the fourth quarter and the year
ended Dec. 31, 2007.  The refinancing of the 10% Senior
Subordinated Convertible Notes also fulfills a milestone within
the company's plan.  The company must remain profitable in 2008 as
a further milestone to be accomplished.

The company received another letter from AMEX on July 15, 2008.  
The second notice expressed concern about JED's ability to be in
compliance by Oct. 13, 2008, with Section 1003(a)(iv) of the AMEX
Company Guide, due to the extensions of the maturity date of the
company's outstanding $40.240 million of Convertible Notes and
announced plans to sell assets to redeem the Convertible Notes.  

By Aug. 5, 2008, JED must submit an Additional Plan, including its
strategic initiatives and specific milestones.  If AMEX approves
the Additional Plan, JED will continue to have until Oct. 13,
2008, to be in compliance with Section 1003(a)(iv) of the AMEX
Company Guide.  If such a plan is not submitted by JED, or is not
accepted by AMEX, the company may be subject to delisting
proceedings.

                           Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$79,615,893 in total assets and $95,676,919 in total liabilities,
resulting in $16,061,026 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $13,382,554 in total current assets
available to pay $62,378,975 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2ff7

                          2007 Highlights

The most significant event during 2007 was the acquisition of
Caribou Resources Corp., which was completed in the third quarter.  
Funds were provided mainly through the sale of the North Ferrier
and Sousa properties in Alberta as well as by the issuance of
about 8,853,000 common shares of JED.  The acquisition was
completed on July 31, 2007, and the operations of Caribou have
been included in the consolidated statements of operations from
that date forward.  

Caribou is a wholly owned subsidiary of JED and its name has been
changed effective Aug. 1, 2007, to JED Production, Inc.  The
acquisition was accounted for as a business combination using the
purchase price method of accounting.  The fair market value of the
liabilities assumed has been adjusted to equal the value of the
consideration paid.  

Prior to the acquisition, Caribou had filed for protection under
the Canadian Companies' Creditors Arrangement Act and therefore
the acquisition was completed under plans of arrangement pursuant
to the Business Corporations Act (Alberta) and the CCAA.

The company had an active fourth quarter of 2007 with the
implementation of its strategy of growth through the development
of its Northern Alberta properties.  

The company's production for the fourth quarter of 2007, averaged
1,005 BOE/d compared with 1,278 BOE/d in the same quarter of 2006,
and 907 BOE/d for the year 2007 compared with 1,659 BOE/d in 2006.  
Production is lower overall due to the sale of North Ferrier and
Sousa assets.  

Production from the purchased assets has been increased
substantially in late December due to the drilling program that
began in late November 2007.  The company's production exit rate
at the end of 2007 was 2,108 BOE/d.  The initial capital program
will extend through the first quarter of 2008.

                           About JED Oil

JED Oil, Inc. (AMEX: JDO) -- http://www.jedoil.com/-- is an  
independent energy company that explores, develops, and produces
natural gas, crude oil, and natural gas liquids in Canada and the
United States.  As of Dec. 31, 2007, it had total proved reserves
of 3,035,000 of barrels of oil equivalent.  The company was
founded in 2003 and is headquartered in Didsbury, Canada.


JIM PALMER: ActionView Seeks Legal Representative to Begin Talks
----------------------------------------------------------------
ActionView International Inc. said it has decided to seek legal
counsel to begin dialog with Jim Palmer Trucking Inc., the company
it had planned to acquire and to which it has provided a loan
prior to the latter's bankruptcy.

In May, ActionView International announced a letter of intent to
acquire Jim Palmer Trucking.  As reported in the Troubled Company
Reporter on July 21, 2008, Actionview said that as part of its
intent, ActionView provided a $250,000 loan to Jim Palmer Trucking
on May 5, 2008.

Two entities of Jim Palmer Trucking filed for Chapter 11 on
July 10.  

A report in Today's Trucking.com on July 16 quotes Steven Peacock,
ActionView CEO, saying "The financial information we received in
our early due diligence on Jim Palmer Trucking does not appear to
be consistent with their true financial condition at that time.”

Mr. Peacock says management will "continue to monitor the
situation as it develops, especially as it relates to the capital
that was loaned to Jim Palmer Trucking as part of the proposed
acquisition..."

ActionView also related that it has targeted several new
acquisition candidates that operate in different industries,
including trucking, recycling technology and media/advertising.  
The company is in discussions with the targeted companies and has
begun its initial due diligence on each.

             About ActionView International Inc.

Based in Vancouver, British Columbia, ActionView International
Inc. (OTCBB: AVWI) -- http://www.actionviewinternational.com/--    
through ActionView, its wholly owned subsidiary, is engaged in the
business of designing, marketing and manufacturing proprietary
illuminated, programmable, motion billboard signs for use in
airports, mass transit stations, shopping malls, and other high
traffic locations to reach people on-the-go with targeted
messaging.  

                    About Jim Palmer Trucking

Headquartered in Missoula, Montana, Jim Palmer Trucking Inc. --
http://www.jimpalmertrucking.com/-- offers truckload    
transportation of temperature-controlled cargo.  The company
operates throughout the US from terminals in Missoula, Montana;
Salina, Kansas; and Tampa.

The Debtor and two of its affiliates filed for separate Chapter 11
protection on July 15, 2008, (Bankr. D. Mont. Lead Case No.: 08-
60922)  James A. Patten, Esq. represents the Debtors in their
restructuring efforts.  The Debtors have $11,897,554 in total
assets and $12,089,808 in total debts.


JOY DYEING: Robinson Diamant Approved as Bankruptcy Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
gave Joy Dyeing & Finishing Inc. permission to employ Robinson
Diamant & Wolkowitz, APC, as its bankruptcy counsel.

The firm will render legal services to the Debtor with respect to
the powers, duties, rights and obligations of a debtor-in-
possession, the formulation and preparation of a plan of
reorganization and a disclosure statement for the plan, and to
prepare on behalf onf the Debtor all legal documents as may be
necessary, as well as perform other legal services as are required
in the chapter 11 case.

Presently, the firm's billing rates vary from $185 to $580 per
hour, depending on the professional handling the case:

   Attorney                           2008 Rate
   --------                           ---------
   Diamant, Lawrence A., Esq.           $580
   Wolkowitz, Edward M., Esq.           $575
   Gross, Irving M., Esq.               $535
   Gasteier, Philip A., Esq.            $535
   Kappler, Douglas D., Esq.            $520
   Yoo, Timothy J., Esq.                $500
   Faith, Jeremy W., Esq.               $385
   Tan, Carmela Maria Z., Esq.          $300
   Frealy, Todd A., Esq.                $300
   Royzman, Natella, Esq.               $220

   Paralegal                          2008 Rate
   ---------                          ---------
   Richardson, Myrna R.                 $185

The Debtor has paid the firm $100,000 prepetition retainer.  At
the bankruptcy filing, the firm incurred $29,905 in fees and
costs, which was applied against the retainer.  The $70,095 of the
retainer remains unpaid postpetition and is placed in a segregated
trust account on the Debtor's behalf.

The Debtor had told the Court that the firm has no adverse
interest against the estate and is a disinterested person.

The firm can be reached at:

   Philip A Gasteier, Esq.
   Principal
   Robinson Diamant & Wolkowitz, APC
   1888 Century Park East, Suite 1500
   Los Angeles, CA 90067
   Tel: (310) 277-7400
   Fax: (310) 277-7584
   http://www.rdwlawyers.com/

                         About Joy Dyeing

Los Angeles, California-based Joy Dyeing & Finishing Inc. owns and
operates wool broadwoven fabric mill.  It employs 95 full-time
workers at its plant that can process 50,000 lbs. of fabric daily.  
It filed a chapter 11 petition on April 24, 2008 (Bankr. C.D.
Calif. Case No. 08-15480).  Judge Thomas B. Donovan presides over
the case.  Philip A Gasteier, Esq., Robinson Diamant & Wolkowitz,
APC, represents the Debtor in its restructuring efforts.  The
Debtor's schedules show $15,420,355 in total assets and
$10,625,938 in total liabilities.


JOY DYEING: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Kyong Sub Hwang, president of Joy Dyeing & Finishing Inc.,
delivered to the U.S. Bankrutpcy Court for the Central District of
California its schedules of assets and liabilities, disclosing:

   Name of Schedule                    Assets     Liabilities
   ----------------                  ----------   -----------
   A. Real Property                  $9,600,000
   B. Personal Property               5,820,355
   C. Property Claimed as Exempt
   D. Creditors Holding Secured                    $9,805,342
      Claims
   E. Creditors Holding Unsecured                       5,095
      Priority Claims
   F. Creditors Holding Unsecured                     842,500
      Nonpriority Claims
                 
      TOTAL                          ----------   -----------
                                    $15,420,355   $10,625,938

                        About Joy Dyeing

Los Angeles, California-based Joy Dyeing & Finishing Inc. owns and
operates wool broadwoven fabric mill.  It employs 95 full-time
workers at its plant that can process 50,000 lbs. of fabric daily.  
It filed a chapter 11 petition on April 24, 2008 (Bankr. C.D.
Calif. Case No. 08-15480).  Judge Thomas B. Donovan presides over
the case.  Philip A Gasteier, Esq., Robinson Diamant & Wolkowitz,
APC, represents the Debtor in its restructuring efforts.


JOY DYEING: Markets Los Angeles Building for $9.7 Million
---------------------------------------------------------
Joy Dyeing & Finishing Inc. is selling its real property, a
10,000-square foot structure in Los Angeles, pursuant to a
proposed $9.7 million sale-leaseback agreement, Terry Brennan of
The Deal reported.  To date, the Debtor has not named a formal
purchaser nor provided update to its marketing efforts.

The Deal revealed, citing court filings, that the Debtor's effort
in January 2008 to sell the property for $9.6 million had failed.

The Debtor generated $10 million in 2007 but started to experience
financial difficulties early this year, based on the report.

                        About Joy Dyeing

Los Angeles, California-based Joy Dyeing & Finishing Inc. owns and
operates wool broadwoven fabric mill.  It employs 95 full-time
workers at its plant that can process 50,000 lbs. of fabric daily.  
It filed a chapter 11 petition on April 24, 2008 (Bankr. C.D.
Calif. Case No. 08-15480).  Judge Thomas B. Donovan presides over
the case.  Philip A Gasteier, Esq., Robinson Diamant & Wolkowitz,
APC, represents the Debtor in its restructuring efforts.  The
Debtor's schedules show $15,420,355 in total assets and
$10,625,938 in total liabilities.


JOY DYEING: Court Approves Postpetition Factoring Deal with Hana
----------------------------------------------------------------
Joy Dyeing & Finishing Co. Inc. obtained authority from the Hon.
Thomas Donovan of the U.S. Bankruptcy Court for the Central
District of California to access Hana Financial Inc.'s debtor-in-
possession financing pursuant to a postpetition factoring, loan
and security agreement between the parties.

The Debtor is authorized to borrow an additional amount of
$200,000 from Hana in accord with the terms of a promissory note.  
The note bears an interest at 7% per annum and is payable together
with the interest and a processing fee of 1% of the principal
amount on Dec. 24, 2008.  Hana will be secured by a first priority
security interest in all of the Debtor's postpetition assets.

Also, through Sept. 30, 2008, the Debtor is authorized to use cash
collateral.  As adequate protection for the Debtor's use of cash
collateral, Hana, First Standard Bank, and the U.S. Internal
Revenue Service will be given replacement liens in the Debtor's
postpetition assets in which the creditors hold valid prepetition
liens.

The Debtor will pay IRS $3,000 monthly on or about the 5th of each
month.  The Debtor will pay monthlty interest to First Standard
Bank on second and third loans owed to the bank, commencing
July 1, 2008.  The Debtor was directed to pay all other interest
accrued postpetition on the third loan.  Interest payments to
First Standard Bank will be computed and payable under the Court's
order at the non-default rate.  First Standard Bank reserves the
right to asset and collect interest rate at the default rate, if
there are any.

The Court directed the Debtor to provide financial reports to
Hana, First Standard Bank and the IRS.

The purchase of accounts by Hana under the factoring agreement
will be free and clear of liens and interests, subject to the
Debtor's right to payments and to the replacement liens.

Upon an event of default under the postpetition financing
agreement, Hana may seek relief from automatic stay to enforce its
rights and remedies to its postpetition collateral upon at least
five business days prior written notice.

The order was issued despite opposition filed by First Standard
Bank and a joinder objection filed by the IRS.

                        About Joy Dyeing

Los Angeles, California-based Joy Dyeing & Finishing Inc. owns and
operates wool broadwoven fabric mill.  It employs 95 full-time
workers at its plant that can process 50,000 lbs. of fabric daily.  
It filed a chapter 11 petition on April 24, 2008 (Bankr. C.D.
Calif. Case No. 08-15480).  Judge Thomas B. Donovan presides over
the case.  Philip A Gasteier, Esq., Robinson Diamant & Wolkowitz,
APC, represents the Debtor in its restructuring efforts.  The
Debtor's schedules show $15,420,355 in total assets and
$10,625,938 in total liabilities.


JPMORGAN CHASE: S&P Junks Ratings on Three Classes of Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP9.
Concurrently, S&P affirmed its ratings on 25 other classes from
the same series.
     
The downgrades reflect anticipated credit support erosion upon the
eventual resolution of the six specially serviced loans.  In
addition, the lowered ratings reflect concerns regarding nine of
the loans that have reported debt service coverage levels that are
below 1.0x.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
There are six assets ($62.5 million, 1.3%) with the special
servicer, LNR Partners Inc., five of which are delinquent. One is
current (0.5%), another loan is in foreclosure (0.3%), and two are
90-days-plus delinquent (0.4%). Details for the assets are:

     -- Two of the five delinquent assets with the special
        servicer, The Claridge Apartment Homes and The
Chancellor         
        Apartment Homes, were MBS Cos.-sponsored loans
        collateralized by class C multifamily properties in Texas.
        Both were transferred in October 2007 and recently became
        real estate owned.  The Claridge Apartment Homes is a 173-
        unit multifamily property in Houston and has a total
        exposure of $10.6 million.  An appraisal reduction amount
        of $1.3 million went into effect in November 2007 after
        the asset was appraised for $9.6 million.  The Chancellor
        Apartment Homes loan has a total exposure of $9.6 million
        and is secured by a 224-unit multifamily property in
        Houston.  An ARA of $2.3 million went into effect in
        November 2007 after the asset was appraised for
        $7.6 million.  Standard & Poor's expects a moderate loss
        upon the resolution of both REO assets.

     -- The Colonial Grand at Palma Sola loan has a total exposure
        of $23.3 million. A 340-unit multifamily property in
        Bradenton, Florida, secures this loan.  The loan was
        transferred to the special servicer on June 27, 2008, due
        to technical default.  The lockbox was triggered when the
        property's cash flow fell below the required threshold.  
        As of Dec. 31, 2007, the DSC was 1.10x and occupancy was
        95%.  At this time, the loan presents minimal loss
        potential.

     -- The TWG Illiana Portfolio loan has a total exposure of
        $12.1 million and is secured by five suburban offices
        within the Chicago metropolitan statistical area.  The
        loan was transferred in December 2007.  The master lessee
        on all five properties filed for bankruptcy and eventually
        rejected the lease.  Three of the properties are currently
        100% vacant and two are 50% occupied.  LNR is pursuing a
        deed-in-lieu foreclosure.  Standard & Poor's expects a
        moderate loss upon the resolution of this asset.

     -- The Casa & Villa Cortez loan has a total exposure of
        $6.5 million.  Two student housing properties with a total
        of 140 units in Tallahassee, Florida, secure this loan.
        This loan was transferred in May 2008 for monetary
        default.  At issuance, the DSC was 1.31x and occupancy was
        98%.  Based on available market information, Standard &
        Poor's expects a moderate loss upon liquidation.  

     -- The Grand Court Office loan has a total exposure of $2.8
        million.  The loan is secured by a 22,875-sq.-ft. suburban
        office in Grand Blanc, Michigan.  This loan was
        transferred in June 2008 for monetary default.  Minimal
        information on the transfer is available at this time.  As
        of Dec. 31, 2007, DSC was 0.87x and occupancy was 81%.

As of the July 15, 2008, remittance report, the collateral pool
consisted of 251 loans with an aggregate trust balance of
$4.836 billion, compared with the same number of loans totaling
$4.854 billion at issuance.  This transaction has three master
servicers: Capmark Finance Inc., Midland Loan Services Inc., and
Wachovia Bank N.A.  They reported financial information for 94% of
the pool.  Ninety-one percent of the servicer-provided information
was full-year 2007 data.  Excluding one of the specially serviced
assets and the largest loan in the pool, The Belnord, which is
discussed below, there are 16 loans in the pool totaling
$402 million (12%) with reported DSCs lower than 1.0x.  The loans
are secured by various properties with an average balance of
$25.1 million.  These loans have seen an average decline in DSC of
45.2% since issuance.  Standard & Poor's calculated a weighted
average DSC of 1.52x for the pool, compared with 1.50x at
issuance.  To date, the trust has experienced no losses.
     
The master servicers reported a watchlist of 23 loans
($1.2 billion, 25%).  The largest loan, The Belnord ($375 million,
8%), is secured by a fee simple first-lien mortgage interest in a
215-unit apartment complex and a 60,514-sq.-ft. retail space
located in New York.  The loan appears on the watchlist because it
reported a low DSC of 0.47x as of year-end 2007.  A $50 million
reserve was established for debt service shortfalls and
residential turnover/buyout costs during the term of the loan.  
The remaining balance for the debt service reserve is
$35.8 million.  Occupancy was 98% as of year-end 2007.
     
The third-largest loan, Galleria Towers ($232 million, 5%), is
secured by a first mortgage fee interest in three class A office
buildings comprising approximately 1,428,314 sq. ft. located in
Dallas.  The loan was placed on the watchlist due to a low DSC.
However, Midland has confirmed that the DSC as of Dec. 31, 2007,
was 1.13x.  This loan will be removed from the watchlist in the
next reporting period.

The fifth-largest loan, Americold Portfolio ($194 million, 4%), is
secured by a first-lien mortgage securing a fee interest in four
temperature-controlled warehouse/distribution facilities located
in Carthage, Missouri, Fort Worth, Texas, West Point, Mississippi,
and Garden City, Kansas.  The loan appears on the watchlist due to
low DSC.  As of Dec. 31, 2007, DSC was 0.9x.
     
The eighth-largest loan, Centro Heritage Portfolio III
($143 million, 3%), is secured by a first-lien mortgage in a fee
interest in 14 retail centers consisting of approximately
2,630,728 sq. ft. located in Illinois, Missouri, Michigan,
Wisconsin, Kansas, Iowa, and Indiana.  The loan appears on the
watchlist due to uncertainty facing the financial position of its
sponsor, Centro Properties Group.  As of Dec. 31, 2007, DSC was
2.33x and the occupancy for the portfolio was 89%.
     
The top 10 loans have an aggregate outstanding balance of
$1.98 million (41%).  Excluding the Belnord loan, Standard &
Poor's calculated a weighted average DSC of 1.51x, down from 1.76x
at issuance.  Four of the top 10 loans are on the master
servicer's watchlist and were discussed above.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 exposures.  Six were
characterized as "excellent," and the rest were characterized as
"good."
     
The credit characteristics of the Belnord, the Merchandise Mart,
the Centro Heritage Portfolio, the Raytheon LAX, the Tysons
Galleria, and the Studio 6 Hotel loans are consistent with those
of investment-grade obligations. Details of the largest two are:

     -- The Belnord has a balance of $375.0 million (8%). Standard
        & Poor's adjusted value for this loan is comparable to its
        level at issuance.

     -- The Merchandise Mart loan is the sixth-largest loan in the
        pool and has a trust balance of $175.0 million (4%) and
        whole loan balance of $350.0 million.  The whole loan
        consists of two pari passu participations; one
        participation is securitized in the CMT 2007-GG9
        transaction, and the other participation is securitized by
        JPMorgan Chase Commercial Mortgage Securities Trust
        2006-LDP9.  For the year ended Dec. 31, 2007, DSC was
        2.37x, and occupancy was 99%. A first mortgage encumbering
        the 3,448,680-sq.-ft., 25 story class A mixed-use building
        in the central business district of Chicago secures this
        loan.  The building comprises 1.97 million sq. ft. of
        showroom space, 1.0 million sq. ft. of office space,
        386,090 sq. ft. of trade show space, and 73,996 sq. ft. of
        retail space.  Standard & Poor's adjusted value for this
        loan is comparable to its level at issuance.

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

                         Ratings Lowered

   JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP9
           Commercial mortgage pass-through certificates

                   Rating
                   ------
        Class    To      From           Credit enhancement
        -----    --      ----           ------------------
        H        BB+     BBB-                 2.76%
        H-S      BB+     BBB-                 2.76%
        J        B+     BB+                   2.38%
        K        B       BB                   2.01%
        L        B-      BB-                  1.76%
        M        CCC+    B+                   1.51%
        N        CCC     B                    1.38%
        P        CCC-    B-                   1.13%

                         Ratings Affirmed

   JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP9
           Commercial mortgage pass-through certificates

         Class    Rating                 Credit enhancement
         -----    ------                 ------------------
         A-1      AAA                          30.11%
         A-1S     AAA                          30.11%
         A-2      AAA                          30.11%
         A-2S     AAA                          30.11%
         A-2SFL   AAA                          30.11%
         A-3      AAA                          30.11%
         A-3SFL   AAA                          30.11%
         A-1A     AAA                          30.11%
         A-M      AAA                          20.08%
         A-MS     AAA                          20.08%
         A-J      AAA                          11.29%
         A-JS     AAA                          11.29%
         B        AA                            9.29%
         B-S      AA                            9.29%
         C        AA-                           8.66%
         C-S      AA-                           8.66%
         D        A                             7.28%
         D-S      A                             7.28%
         E        A-                            6.15%
         E-S      A-                            6.15%
         F        BBB+                          5.02%
         F-S      BBB+                          5.02%
         G        BBB                           4.02%
         G-S      BBB                           4.02%
         X        AAA                            N/A


KEY DEVELOPERS: Judge Williamson Approved Disclosure Statement
--------------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for
the Middle District of Florida conditionally approved a disclosure
statement explaining a Chapter 11 plan of reorganization for Key
Developers Group LLC filed by KeyBank National Association on
July 23, 2008.  Judge Williamson held that the KeyBank's
disclosure statement contains adequate information within the
meaning of Section 1125 of the Bankruptcy Code.

A hearing is set for Aug. 27, 2008, to consider confirmation of
KeyBank's Chapter 11 plan.  The hearing will take place at 801
North Florida Avenue in Courtroom 8A in Tampa, Florida.  
Objections, if any, are due Aug. 20, 2008.

Before it bankruptcy filing, the Debtor entered into a credit
agreement with KeyBank, as lender, to provide financing of up to
$67,000,000 in loan.  Subsequently, the Debtor completed an
amended promissory note wherein the amount of the loan was
increased to $72,000,000.  KeyBank asserted duly perfected and
valid liens on substantially all of the Debtor's assets.  As of
the Debtor's bankruptcy filing. About $48 million remained
outstanding under the loan.

KeyBank's proposed Chapter 11 plan contemplates, among other
things:

   a) the creation of the liquidating trust;

   b) the vesting of all of the Debtor's assets, excluding the
      sale assets in the liquidating trust upon confirmation of
      KeyBank's plan;

   c) the appointment of a liquidating trustee to administer the
      liquidating trust;

   d) the approval of a sale in conjunction with the confirmation
      of KeyBank's plan;

   e) the establishment of KeyBank's plan account; and

   f) the completion of distribution to holder of allowed claim
      under KeyBank's plan.

Larry Hyman of Michael Moecker & Associates Inc., will serve as
liquidating trustee.  He is expected to wind-down the Debtor's
assets, prosecute any litigation claims and execute the
distributions under the plan.

On July 22, 2008, the Court approved the Debtor's proposed
bidding procedures for the sale of substantial portion of its
asset located at Channelside Drive, free and clear of liens and
interest, subject to better and higher offers.  At the auction,
the designated stalking-horse bidder KeyBank will be entitled to
credit bid up to $37 million.  In the event the Debtor consummate
the sale to another party, KeyBank will receive a $3.7 million
break-up fee.

The assets up for sale will be purchase on an "as is, where is"
basis, with no representation or warranties of any kind.  The sale
will be consummated following the entry of a final non-appealable
confirmation order.

               Classification of Interests and Claims

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

     Class       Type of Claims
     -----       --------------
     1           Tax Lien (Secured) Claims
     2           Secured Claim of KeyBank National
                  as lender and agent
     3           Secured Claims of Bovis Lend Lease Inc.
     4           Mechanics' and other Lien Claims
     5           Secured Claims of Deposit Claimants
     6           Unsecured Claims
     7           Equity Interest

Impaired Classes 1,2,3,4 and 6 are entitled to vote on the plan.

Class 1 tax lien claims for ad valorem real property taxes,
totaling $76,000, will be paid in full.  

Class 2 secured claim of KeyBank, totaling $48,000,000, will be
reduced by the net proceeds of the sale of the Debtor's assets.

Holders of Class 3 and 4 secured claims will be paid the remaining
collateral securing their claims.

Holders of Class 6 unsecured claims, totaling $2,788,000, will
receive cash distribution from the liquidating trust on account of
their allowed unsecured claims on a pro rata basis.  All claims of
insider -- including Key Developers Group Mezz LLC, Key Developers
Group Management LLC, Key Developers Investment LLC, Fida Sirdar
Hussain, and Jamal Mansour -- will be subordinate to payment in
full of Class 6 claims.

Holders of Class7 equity interests will not receive any
distribution and interests will be canceled upon confirmation.

A full-text copy of KeyBank's disclosure statement is available
for free at

               http://ResearchArchives.com/t/s?3008

A full-text copy of KeyBank's Chapter 11 plan of reorganization is
available for free at

               http://ResearchArchives.com/t/s?3009

                      About Key Developers

Tampa, Florida-based Key Developers Group LLC is a real estate
developer.  Its developments include a 469-unit, The Place at
Channelside I and II.  The Place at Channelside I, an-8-floor
building, was completed in 2007, while The Place at Channelside
II, a 32-floor building, was never built.  Its president is Fida
Sirdar Hussain.  Key Developers filed for chapter 11 on March 5,
2008 (Bankr. M.D. Fla. Cas No. 08-02929).  Scott A. Stichter,
Esq., at Stichter, Riedel, Blain & Prosser PA represents the
Debtor in its restructuring efforts.

According to Bloomberg News, Key Developers listed total asset of
$2.6 million and total debts of $53.4 million.


LID LTD: Files Ch. 11 Liquidation Plan and Disclosure Statement
---------------------------------------------------------------
LID Ltd. filed with the U.S. Bankruptcy Court for the Southern
District of New York a Chapter 11 plan of liquidation and a
disclosure statement explaining that plan.

A hearing is set for Aug. 20, 2008, at 10:00 a.m., in Courtroom
601, to consider approval of the adequacy of the Debtor's
disclosure statement.

The plan contemplates the utilization of cash held by its estate
and the liquidation of the Debtor's remaining assets which consist
of (i) claims the Debtor hold which are presently pursued through
litigation; (ii) about $1,000,000 in cash; and (iii) a $257,000
net operating loss carry back receivable.  The plan provides the
creation of certain bank accounts to hold proceeds of the wind-
down of the Debtor's assets.  The plan further provides for the
appointment of a distribution agent to facilitate the recovery of
assets.

The Debtor has commenced 35 adversary proceedings to certain
entities -- including Zale Corp., Five T. Diamonds Corp., Janel
Manufacturing Co. Inc., Palomar Jewelers Inc., and Benton
Enterprises -- seeking money judgment to collect goods with
respect to its accounts receivable.

The Debtor sold certain of its assets to Bidz.com Inc., AV Jewelry
of New York, Fairway Diamond Inc. and Kiran Jewels Inc. for
$32,850,000 under an asset purchase agreement dated May 14, 2008.  
A full-text copy of the Assets Purchase Agreement is available for
free at:

               http://ResearchArchives.com/t/s?2c2e

The proceeds of the sale were distributed to the banks including
(i) a $1,117,500 in expenses related to the coast associated with
the sale of the Debtor's assets, which payment was treated as a
reduction of the banks' secured claims.

              Classification and Treatment of Claims

Under the plan, all claims against the Debtor, other than
administrative claims and priority tax claims, are classified
into eight classes.  The classification of interests and claims
are:

      Class    Type of Claims
      -----    --------------
      1        Priority Non-Tax Claims
      2        Secured Claims of Bank Leumi USA
      3        Secured Claim of ABN AMRO Bank, N.V.
      4        Secured Claim of Sovereign Bank, New England
      5        Allowed Secured Claim of HSBC Bank USA
                National Association
      6        Unsecured Claims
      7        Affiliate Claims
      8        Interests

All allowed administrative expenses and priority tax claims will
be paid in full from the initial unsecured creditor distribution
after the plan's effective date.

Holders of Class 1 allowed priority non-tax claims will also be
paid in full from the initial unsecured creditor distribution
after the plan's effective date.

Class 2,3,4 and 5 holders will receive its share of the proceeds
of the remaining collateral, which consist of the proceeds of the
accounts receivable, after the payment of the carve-out funds and
less the approved expenses related to the liquidation of the
Debtor's estate including fees and expenses of the distribution
agent and the Debtor's counsel.  If remaining collateral is
insufficient, the banks' claim will be treated Class 6 unsecured
claim.  At present, the Debtor owe in the aggregate amount of
$42 million in secured debt plus interest, fees, costs and other
amounts to the banks pursuant to a loan agreements.

Each holder of a Class 6 unsecured claim -- excluding the banks'
unsecured deficiency claims -- will receive its pro rata
distribution on account of its allowed claim of the initial
unsecured creditor distribution after payment of allowed Class 1
priority tax claims and allowed priority claims.  Moreover, Class
6 holders including the banks will receive a pro rata distribution
of $200,000 from the distribution fund by the distribution agent
under the plan.

In addition, after the banks are repaid an aggregate of $200,000
representing one-half of the carve-Out funds, Class 6 holders
receive from the distribution fund pro rata distributions made by
the distribution agent under the plan.  Class 6 holders are
entitled to vote on the plan.

Class 7 affiliate claims will be subordinate to Class 6 claims
with respect to distributions made under the plan.  Class 7
holders are not entitled to vote on the Plan and will be deemed to
have rejected the plan.

holder of Class 8 interests will not receive cash or other
property from the Debtor under the Plan.

A full-text copy of the Debtor's disclosure statement is available
for free at http://ResearchArchives.com/t/s?3003

A full-text copy ofthe Debtor's Chapter 11 plan of liquidation is
available for free at http://ResearchArchives.com/t/s?3004

A full-text copy of the liquidation analysis is available for free
at http://ResearchArchives.com/t/s?3005

                          About L.I.D Ltd.

Headquartered in New York, L.I.D. Ltd., a jeweler, filed a chapter
11 petition on March 17, 2007 (Bankr. S.D. N.Y. Case No. 07-10725)
Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen and
Rochelle R. Weisburg, Esq., at Shiboleth, Yisraeli, Roberts &
Zisman LLP represent the Debtor in its restructuring efforts.  
No case trustee, examiner, or official committee of unsecured
creditors has been appointed in the case.  When the Debtor sought
protection from its creditors, it listed total assets of
$157,784,935 and total debts of $143,867,465.


LIFE UNIVERSITY BONDS: Moody's Rates Revenue Refunding Bonds Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Life
University's Series 2008 Revenue and Revenue Refunding Bonds to be
issued by the Development Authority of the City of Marietta.  The
rating outlook is stable.  Moody's have also affirmed Moody's long
term ratings on the prior Series 1995A and 1995B bonds, which will
be refunded with the current issue.

                          Use of Proceeds

Refunding of Life University's Series 1995A and 1995B Revenue
Bonds ($25.7 million), construction of a new 300 bed student
housing facility with adjacent 600 car parking facility ($27.1
million) as well as other capital projects including a daycare
center and student caf\'E9 ($15.7 million).  Proceeds will fund a
debt service reserve fund equal to maximum annual debt service as
well as approximately $3 million of capitalized interest related
to the new projects.

                          Legal Security

Gross revenue pledge, first mortgage pledge of University real
property and debt service reserve fund.  Other features include a
rate covenant of 1.20 times and liquidity covenant of 80 days cash
on hand beginning with the fiscal year ending June 30, 2009.

There are none debt-related derivative instruments.

                             Strengths

  -- Continued dramatic rebound in enrollment following sharp
     decline in 2003 related to accreditation issues.  Student
     market position led by Doctor of Chiropractic program, which
     generated 82% of student tuition and fees in FY 2007.  
     Annualized full-time equivalent enrollment for the 2007-2008
     academic year was 1,827, 68% higher than the low of 1,087 in
     2004-2005.  Net tuition per student has grown markedly
     reaching $16,474 in FY 2007, up 34% from FY 2004.

  -- Increase in fiscal discipline as operating results covered
     debt service by 1.9 times in FY 2007 with a cash flow
     operating margin of 17.8%.  The management team hired in
     spring 2004 and revitalized board continue with plans to grow
     revenues.

  -- Credit profile aided by mortgage pledge of property for the
     entire campus located in Marietta, 18 miles northwest of
     downtown Atlanta.  An appraisal dated Oct. 1, 2007
     established a market value of $61.8 million for the 110 acres
     campus and various improvements.

  -- New money from bond sale will help address some deferred
     maintenance, thereby likely enhancing the University's
     attractiveness to students.  A majority of the new facilities
     are expected to generate additional revenue.

                            Challenges

  -- With the majority of Life's students enrolled in its
     Chiropractic College, the University's market position
     remains narrowly focused as it recovers from accreditation
     issues; other undergraduate programs in wellness-related
     fields face significant competition from area public and
     private universities.  As a specialty school, the University
     is vulnerable to flux in the demand for chiropractic
     education and related demand for chiropractic services.  The
     University's revenue base remains somewhat small at
     $29 million in FY 2007, well below Moody's Baa median of
     $59 million for private universities.

  -- Limited balance sheet cushion supporting increased debt
     burden; $10.8 million of expendable financial resources
     provide limited financial flexibility relative to debt (0.15
     times) and operations (0.38 times).  Revenue growth will be
     crucial to the University's financial health, as peak debt
     service amounts to 20% of FY 2007 operating expenses.

  -- Limited fundraising record. Gift revenue has average $391,000
     over the last three years, well below the $4.3 million raised
     in FY 2004 when the University's was under deep stress.     
     While Life plans to hire new development staff members, there
     is a limited history of philanthropic support from its
     community of supporters.  Donor support will be important in
     diversifying the University's highly concentrated revenue
     sources (student charges made up 94% of operating revenues in
     FY 2007) as well as achieving its various strategic
     initiatives.

  Market Position/Competitive Strategy: Tuition Driven University
   Highly Reliant on Demand for Chiropractic College; Enrollment    
         Continues Rebound Following Accreditation Stress

Moody's expect that Life University will remain highly dependent
on demand for its core program in chiropractic education.  Located
just outside Atlanta in Marietta, Georgia, Life was founded in
1974 as the only chiropractic institution in the Southern region.  
Its enrollment rapidly grew to be the largest of any chiropractic
college in the nation, with a strong market share of over 20%.  
>From its inception through the mid-1990's, Life benefited not only
from its absence of regional competition from the 15 chiropractic
colleges in other parts of the U.S., but also from a general
growth in demand for chiropractic medicine and education.  This
was spurred in part by the growing availability of reimbursement
for chiropractic treatment from health insurance providers.

Beginning in about 1997, Life's chiropractic enrollment began to
decline, in parallel with a broader national decline.  The primary
reasons for the drop are that the market finally reached a
saturation point after many years of strong growth, and that
students were choosing other careers with higher potential
earnings power than chiropractic.  Also, Life and other
chiropractic colleges did not invest heavily in recruitment
programs when their demand was robust, and have only recently made
significant recruitment efforts in an attempt to rebuild the
market.

Driven by unfavorable publicity associated with accreditation and
other issues, Life's enrollment began a rapid 65% decline in 2001,
falling from 3,202 full-time equivalent students to 1,117 in 2004.  
In November 2005 the Commission on Accreditation of the Council on
Chiropractic Education affirmed the accreditation of the Life
University's doctor of chiropractic degree program, following a
court-ordered review.  In the prior year, the Southern Association
of Colleges and Schools reaffirmed the University's accreditation,
ending a two-year probationary period.  Moody's believe University
officials are now actively engaged in maintaining an open and
healthy dialogue with its accrediting entities.  Litigation around
the accreditation issues has also been resolved.

A new management team began in 2004, who along with a revitalized
board, has achieved a dramatic rebound following the sharp decline
in enrollment.  Full-time equivalent enrollment of 1,827 in the
2007-2008 academic year, was up 68% from 2004-2005 in what has
been a steep rebound.  Currently 70% of Life's 1,947 students are
enrolled in its Doctor of Chiropractic (DC) program, but because
of net tuition differences in the undergraduate (25% of headcount
enrollment) and graduate (4% of headcount enrollment) program
revenues, they make up 82% of tuition charges.  Ongoing attempts
to diversify enrollment through growth in undergraduate and other
graduate programs have achieved limited success to date, due in
part to limited marketing history and strong local competition
from other providers, such as public and private universities in
the Atlanta area.  The University is in the process of an Academic
Master Plan which will, among other items, explore potential areas
of market opportunity for undergraduate and other graduate
programs which should enjoy some benefit from ongoing growth in
the college age population in the Atlanta metropolitan area.

Application volume for the DC program has remained on a steady
climb over the last 5 years, reaching 760 applications last
academic year, up 74% from two years prior.  Life accepted 55% of
its DC applicants and yielded 43% of admitted students.  Life has
a quarterly academic calendar and admits students to its various
programs each quarter.  DC program tuition and fees for the past
academic year were $18,945 assuming enrollment in three 12-hour
quarters.  Net tuition per student has been increasing and grew 3%
in FY 2007 to $16,474.  With improved selectivity and renewed
focus on academic quality, Life's DC students have been performing
materially better on the licensure exams conducted by the National
Board of Chiropractic Examiners.  The pass rate for NBCE Part I
exam, for example, improved 22% to 78% in the two-year periods
before and after November 2005.

The University's revenue growth plans remain largely dependent on
attracting more students to its DC and other programs, with
budgeted increases in FY 2009 average headcount enrollment to
2,125 from 1,907 in the prior academic year.  Life's ability to
achieve growth and longer term stability in the DC program is
partially dependent on the demand for chiropractic service and the
expected quality of life for prospective chiropractic
professionals.  While the U.S. Department of Labor's "Occupational
Outlook Handbook" projects 14% increase in number of employed
Chiropractors between 2006 and 2016, there are a number of threats
to that outlook.  Those challenges include the willingness for
insurers and managed care providers to provide coverage for a
full-scope of chiropractic services as well as the ability of the
profession to respond to evolving demands for evidence-based
medicine and quality patient-centered healthcare.

     Operating Performance: Return to Strong Cash Flow Margins
            Following Huge Deficits in FY 2002 and 2003

Life's new management team has demonstrated a clear ability to
generate positive operating cash flow results in the face of
material obstacles.  Moody's calculation of operating cash flow
has averaged 16.4% between fiscal years 2005 and 2007, supporting
average debt service coverage of 1.6 times.  Preliminary results
for the first 11 months of FY 2008 show similar net results.  
Moody's calculation of operating margin for FY 2007 was 1.9% on
adjusted revenues of $28.9 million.  While revenues have grown
from their low of $16.5 million in FY 2004, they have not
recovered to their FY 2000 level of $46.4 million.

Future positive performance will be dependent on revenue growth,
especially in light of the increased debt service burden from the
current borrowing and a recent period of increased payroll
expenses as the University concludes a multi-year plan to ensure
faculty and staff salaries did not remain below market rate.  
Maximum annual debt service equates to 20% of FY 2007 operating
expenses, well above Moody's 6% median for Baa-rated private
universities.  A majority of the new facilities are expected to
generate additional revenues, including the housing facilities
which will replace some dated apartments, a caf\'E9, a parking
facility and daycare center.

Revenues at Life have extremely limited diversity with student
charges making up 93.5% of Moody's adjusted revenues.  Others
revenue contributors includes investment income at 2%, gifts at 1%
and patient care services at 1%.

   Balance Sheet Position: Thin Resource Levels Relative to Pro
                     Forma Debt and Operations

Since falling by two-thirds earlier in this decade Life's total
financial resources of $11.9 million at the end of FY 2007 have
been essentially flat for four years.  Positive cash flow has been
used to make limited but needed investments in the physical plant
to remain competitive.  With little record in philanthropy, 76% of
$9.1 million of the total resources are unrestricted.  Expendable
financial resources at the end of FY 2007 cover pro forma debt by
0.15 times and cover about 4.5 months of operating expenses.  With
its thin resource levels, Life has been conservative in investment
management, with assets beyond working cash held in a laddered
portfolio of certificates of deposit at insured banks.

Increasing financial resource levels would provide upward rating
pressure, especially if sourced from a healthy mix of philanthropy
and retained operating surpluses.  While Life had a strong
fundraising year in FY 2004 ($4.3 million in total gift revenue)
during the midst of its enrollment decline, gift flow slowed
afterwards and has averaged $391,000 per year and totaled $185,000
in FY 2007.  The University reports some progress in selecting a
new development director who will be charged with increasing donor
support.

Bondholders enjoy a mortgage pledge on the real assets of the
University which Moody's believes would likely materially reduce
expected loss in the event of default.  An appraisal report as of
Oct. 1, 2007, which does not include the planned improvements,
places the value of the 110-acre campus and its existing
improvements at $61.8 million.

                              Outlook

Moody's stable outlook reflects Moody's expectations of continued
balanced operations, steady rebuilding of enrollment revenues and
completion of the planned projects on time and on budget.

                  What Could Change the Rating UP

Consistently balanced operating performance, revenue growth, and
an increase in revenue diversity, including diversity of tuition
revenue; material financial resource growth and limited additional
debt.

                 What Could Change the Rating DOWN

Enrollment losses leading to further financial instability;
weakening of financial resource levels or operating performance.

Key Data and Ratios (Fiscal 2007 financial data; fall 2007
enrollment data):

  -- Total enrollment: 1,827 full-time equivalent students
  -- Total pro forma debt: $70.6 million
  -- Expendable financial resources: $10.8 million
  -- Expendable resources to pro forma debt: 0.15 times
  -- Expendable Resources to Operations: 0.38 times
  -- Net Tuition per Student: $16,474
  -- Average Operating Margin (3 years): -1.5%
  -- 2007 Operating Margin: 1.9%
  -- Average actual debt service coverage: 1.9 times

                            Rated Debt

  -- Series 2008: Ba3

  -- Series 1995A and B (to be refunded): Ba3; insured by FSA
     (FSA's current financial strength rating is Aaa under review
     for possible downgrade)


MAGNA ENTERTAINMENT: Completes Sale of Great Lakes Downs
--------------------------------------------------------
Magna Entertainment Corp. has completed the sale of Great Lakes
Downs to The Little River Band of Ottawa Indians for $5.0 million
cash less customary closing adjustments.  

Great Lakes Downs, situated on approximately 85 acres in Muskegon,
Michigan, was a racetrack which the company had previously closed
in November 2007.  The net sale proceeds of approximately
$4.5 million have been used to partially repay the company's
bridge loan with a subsidiary of MI Developments Inc., the
company's controlling shareholder.

                    About Magna Entertainment

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

At March 31, 2008, the company's consolidated balance sheet showed
$1.2 billion in total assets, $914.9 million in total liabilities,
and $318.2 million in total stockholders' equity.

                         *     *     *

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


MATTRESS HOLDINGS: Moody's Cuts Corporate Family Rating to B3
-------------------------------------------------------------
Moody's Investors Service downgraded Mattress Holdings Corp.'s
debt ratings, including the Corporate Family Rating and
Probability of Default Rating to B3 from B2, and the ratings on
the senior secured credit facilities to B2 from B1.  The rating
outlook is negative.

The downgrades reflect the company's weak credit metrics, negative
comparable store sales trend, and tight covenant headroom.  This
weaker-than-expected performance is being driven by the soft
economic environment in the U.S., as increased gasoline prices and
a weaker housing environment is reducing overall consumer
confidence and spending.  Free cash flow is negative due to weaker
earnings and aggressive spending on new store openings.  As a
result, financial leverage has increased with Debt/EBITDA rising
to 7.5x and interest coverage falling to 1.1x.  Moody's remains
concerned that the weak economic trend will continue, and material
improvement in the company's performance and credit metrics over
the next 12 months will be limited.

The negative outlook reflects Moody's expectation for continued-
weak economic conditions over the next year, and concern for
limited cushion under the company's financial covenants, which
contractually tighten several times over the next 12 months.

The ratings would be downgraded should operating performance
continue to weaken beyond expectations, resulting in further
erosion in EBITDA, negative cash flow or covenant violations.  
Given the negative outlook, an upgrade is unlikely in the near
term.  Over the longer term, an upgrade would require sustained
improvement in operating performance, a return to positive free
cash flow generation, and improved covenant headroom.

These ratings have been downgraded:

  -- Corporate family rating to B3 from B2;
  -- Probability of Default rating to B3 from B2.

  -- Senior secured credit facilities at to B2 (LGD3-33%) from B1
     (LGD3-35%)

Headquartered in Houston, Texas, Mattress Holdings Corp. is a
leading specialty retailer of conventional and specialty
mattresses.  The company operates 406 company owned stores and 54
franchised stores in 19 states.  Revenues for the LTM period ended
April 29, 2008 are estimated to exceed $460 million.


MAXXAM INC: Inks Agreement with PBGC on PALCO Pension Plan
----------------------------------------------------------
Maxxam Inc. and The Pension Benefit Guaranty Corporation entered
into an agreement on July 10, 2008, pursuant to which the company
essentially agreed, among other things, that should the PBGC elect
to terminate The Pacific Lumber Company 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.

As reported by the Troubled Company Reporter on July 11, 2008, the
United States Bankruptcy Court for the Southern District of Texas,
Corpus Christi Division, confirmed on July 8, 2008, the Modified
First Amended Joint Plan of Reorganization With Technical
Modifications for the Debtors proposed by Marathon, Mendocino, and
the Official Committee of Unsecured Creditors.  Judge Richard
Schmidt concluded that the Marathon/Mendocino Plan is compliant in
all respects with the statutory requirements under Section 1129 of
the Bankruptcy Code.

A full-text copy of the Agreement dated July 10, 2008, between the
PBGC 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.


MCCLATCHY CO: Revenue Pressures Cue Fitch to Cut IDR to B+ from BB
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Issuer Default
Rating and outstanding debt ratings of The McClatchy Company:

  -- IDR downgraded to 'B+' from 'BB';
  -- Senior unsecured notes/debentures downgraded to 'B/RR5' from
     'BB';

  -- Senior unsecured credit facility affirmed at 'BB+/RR1';
  -- Senior unsecured term loan affirmed at 'BB+/RR1'.

Fitch has also assigned an 'RR5' Recovery Rating to MNI's senior
unsecured notes and an 'RR1' to MNI's bank debt.

The Rating Outlook remains Negative.  Approximately $2.1 billion
of debt is affected by this action.

The downgrade and Negative Outlook reflect the continued top-line
revenue pressure and resulting decline in EBITDA.

As of the last twelve months ending June 30, 2008, revenues have
declined a total of 11.8% (14.7% on a year to date comparison),
with significant declines in nearly all the print advertising
categories.  Real estate and employment classified revenues have
had the sharpest declines down 34.7% and 33.6%, respectively.  
Over the longer term Fitch continues to anticipate that MNI will
be challenged to generate meaningful and consistent revenue growth
and remains cautious regarding newspaper companies' prospects for
capturing and monetizing the significant volume of advertising
dollars that are migrating toward the Internet.  Fitch remains
conscious that there is limited visibility regarding the
likelihood, timeframe and magnitude of a potential reversal of
these negative trends.  LTM June 30, 2008 online growth of 7.5%
has not been sufficient to make up for the accelerating declines
in print advertising revenues.

While MNI continues to be successful in reducing costs, (they
announced a reduction in headcount of 1,400 and partnerships with
other newspapers to reduce print cost), these cost reductions have
not yet been able to compensate for the revenue pressures.  EBITDA
margins continue to decline from 27% at year-end 2006 to 25.7% at
YE 2007 and down to 23.7% for June 30, 2008 LTM.

While still generally comfortable with MNI's willingness to repay
debt, this weakening of EBITDA and free cash flow has hindered the
company's ability to meaningfully reduce leverage with free cash
flow going forward.  Fitch notes that MNI announced that the board
of directors will discuss the dividend policy (approximately
$60 million in dividend were paid in 2007).

The $2.1 billion in total debt is comprised of approximately
$1 billion in bank term loans and revolver balances and
$1.1 billion in notes/debentures (assumed as part of the KRI
transaction).  This is after the reduction of $300 in bonds
through its bond tender offer and using proceeds from the sale of
SP Newsprint and a tax refund.  Leverage as measured by debt-to-
EBITDA, was 4.2 times (4.5x if the restructuring charges of
$23.3 million are not added back to calculate EBITDA).

The RR and notching reflect Fitch recovery expectations under a
distressed scenario.  The 'RR1' rating for MNI's unsecured bank
credit facility reflects Fitch's belief that 91%-100% recovery is
realistic given that it benefits from an unsecured guarantee from
material operating subsidiaries and sufficient estimated
enterprise value in a distress scenario.  The 'RR5' recovery
rating for the senior unsecured notes and one notch differential
from the IDR reflects that 11% to 30% recovery is reasonable due
to its position in the capital structure.

Under the March 28, 2008 amendment, the credit facility was
reduced by $250 million, from its original capacity of $1 billion.  
In May 2008, it was further reduced by $125 million, as a result
of the tax refund received due to the sale of the Minneapolis Star
Tribune.  The amendment also included a condition that upon the
closing and receipt of the proceeds from the Miami Property sale,
the credit facility will be reduced by an additional $125 million,
resulting in a total revolving credit facility of $500 million.

MNI also amended its financial covenant ratios on March 28, 2008,
providing covenant and step down relief, in exchange for a
decrease in the size of the revolving credit facility and
increased pricing.  The financial leverage covenant will remain at
5.0x total debt LTM EBITDA through Sept. 27, 2009; it will then
step down to 4.75x from Dec. 27, 2009 through Dec. 26, 2010 and
down to 4.5x after Dec. 26, 2010.  The interest coverage ratio
step up from 2.75x to 3.0x starting on Dec. 28, 2008 was also
removed.  Fitch calculates that interest coverage is approximately
2.9x as of LTM March 30, 2008. Given that there is limited room
under these covenants and the continued pressures on EBITDA, MNI
stated it would monitor its financial position and may seek
further amendments.  Although management has stated its good
relationships with its banks, Fitch remains cautious regarding
companies that may need to renegotiate with lenders in this
environment.


MERRILL LYNCH: Moody's Puts Low-B Ratings on Series 2000-Canada 3
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two class and
affirmed seven classes of Merrill Lynch Mortgage Loans Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2000-Canada
3 as:

  -- Class A-1, $1,549,893, affirmed at Aaa
  -- Class A-2, $131,400,000, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $7,727,000, affirmed at Aaa
  -- Class C, $8,372,000, affirmed at Aaa
  -- Class D, $10,304,000, upgraded to A1 from A2
  -- Class E, $2,576,000, upgraded to Baal from Baa2
  -- Class F, $7,084,000, affirmed at Ba2
  -- Class G, $5,151,000, affirmed at B2

Moody's upgraded Classes D and E due to increased defeasance and
credit subordination as well as overall improved pool performance.

As of the July 15, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 30.4%
to $179.3 million from $257.6 million at securitization.  The
Certificates are collateralized by 37 mortgage loans ranging in
size from less than 1.0% to 8.4% of the pool, with the top 10
loans representing 49.6% of the pool.  Ten loans, representing
23.8% of the pool, have defeased and are collateralized with
Canadian Government securities.

One loan has been liquidated from the pool resulting in a minimal
loss.  Currently there are no loans in special servicing.  One
loan, representing 5.1% of the pool, is on the master servicer's
watchlist.

Moody's was provided with partial or full year 2007 financials for
71.0% of the pool.  Moody's loan to value (LTV) ratio is 57.2%
compared to 60.5% at Moody's last full review in February 2007 and
73.4% at securitization.

The top three non-defeased loans represent 22.2% of the pool.  The
largest loan is the Woodside Square Shopping Center Loan
($15.0 million--8.4%), which is secured by a 291,000 square foot
retail center located in Scarborough, Ontario.  The largest
tenants are Food Basics (14.2% GLA; lease expiration August 2023)
and The Best Buys (9.2%; month-to-month lease since April 2007).  
As of January 2008, the center was 95.7% occupied compared to
86.9% at last review.  Moody's LTV is 55.2% compared to 64.7% at
last review.

The second largest loan is the Somerset House Loan
($14.5 million--8.1%), which is secured by a 138 unit healthcare
property located in Victoria, British Columbia.  The tenancy is
100% private pay.  Moody's LTV is 74.4% compared to 74.9% at last
review.

The third largest loan is the Delta St. John's Loan
($10.3 million--5.8%), which is secured by a 276 room hotel
located in St. John's, Newfoundland.  RevPAR for calendar year
2007 was $96.00 compared to $75.10 at securitization.  The loan
has amortized 17.3% since securitization.  Moody's LTV is 57.7%,
compared to 61.1% at last review.


MERRILL LYNCH: Moody's Puts Low-B Ratings on Six Classes of Certs.
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Merrill Lynch
Mortgage Trust 2005-MCP1, Commercial Mortgage Pass-Through
Certificates, Series 2005-MCP1 as:

  -- Class A-1, $11,806,846, affirmed at Aaa
  -- Class A-1A, $125,150,167, affirmed at Aaa
  -- Class A-2, $346,500,000, affirmed at Aaa
  -- Class A-3, $47,661,000, affirmed at Aaa
  -- Class A-4, $526,039,000, affirmed at Aaa
  -- Class A-SB, $100,000,000, affirmed at Aaa
  -- Class AM, $173,800,000, affirmed at Aaa
  -- Class A-J, $115,142,000, affirmed at Aaa
  -- Class XC, Notional, affirmed at Aaa
  -- Class XP, Notional, affirmed at Aaa
  -- Class B, $36,932,000, affirmed at Aa2
  -- Class C, $15,208,000, affirmed at Aa3
  -- Class D, $32,587,000, affirmed at A2
  -- Class E, $19,553,000, affirmed at A3
  -- Class F, $28,242,000, affirmed at Baa1
  -- Class G, $17,380,000, affirmed at Baa2
  -- Class H, $21,725,000, affirmed at Baa3
  -- Class J, $6,518,000, affirmed at Ba1
  -- Class K, $8,690,000, affirmed at Ba2
  -- Class L, $6,517,000, affirmed at Ba3
  -- Class M, $4,345,000, affirmed at B1
  -- Class N, $4,345,000, affirmed at B2
  -- Class P, $8,690,000, affirmed at B3

Moody's affirmed the ratings based on overall stable pool
performance.

As of the July 14, 2008 distribution date the transaction's
aggregate certificate balance has decreased by approximately 3.4%
to $1.68 billion from $1.73 billion at securitization.  The
Certificates are collateralized by 109 loans, ranging in size from
less than 1.0% to 11.9% of the pool, with the top 10 loans
representing 46.7% of the pool.  The pool includes three loans
with investment grade underlying ratings, representing 15.3% of
the pool.  Four loans, representing 3.9% of the pool, have
defeased and are collateralized by U.S. Government securities.

The pool has not realized any losses since securitization.  
Currently there are three loans in special servicing, representing
5.8% of the pool.  The largest specially serviced loan is the HAS
Industrial Portfolio Loan ($62.2 million--3.7%), which is secured
by 10 industrial properties located in Ohio.  This loan was
transferred to special servicing in July, 2008 due to a payment
default.  Moody's has not yet determined a loss estimate for this
loan, but has estimated an aggregate loss of approximately
$300,000 for the other specially serviced loans.

Thirty loans, representing 17.2% 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 partial or full-year 2007 operating
results for 65.9% of the pool.  Moody's weighted average loan to
value (LTV) ratio for the conduit component is 99.0% compared to
100.3% at Moody's last full review in July 2007 and 100.9% at
securitization.

The largest loan with an underlying rating is the Westchester Mall
Loan ($200.0 million--11.9%), which is a pari passu interest in a
$300.0 million mortgage secured by the borrower's interest in an
832,000 square foot regional mall.  The mall is located in White
Plains, New York and is anchored by Nordstrom and Neiman Marcus.  
The in-line space was 94.8% occupied as of December 2007, the same
as at last review.  The property's cash flow has increased 4.5%
since last review.  Moody's current underlying rating is A2
compared to A3 at last review.

The second largest loan with an underlying rating is the
Tharaldson Hotel Pool B Loan ($31.7 million--1.9%), which is
secured by 10 limited service hotels totaling 853 rooms.  The
properties are located in five states with concentrations in Texas
(47.0%), Illinois (17.0%) and Missouri (16.0%).  The portfolio's
financial performance has improved since last review and the loan
has benefited from amortization.  The loan was structured with a
20-year amortization and has amortized by approximately 9.1% since
securitization.  Moody's current underlying rating is A2 compared
to A3 at last review.

The third largest loan with an underlying rating is the Tharaldson
Hotel Pool A Loan ($22.7 million--1.4%), which is secured by 10
limited service hotels totaling 726 rooms and the fee leased fee
interests in three hotels.  The properties are located in eight
states with concentrations in Arizona (18.0%), Illinois (17.0%)
and Oklahoma (16.0%).  The portfolio's financial performance has
improved since last review and the loan has benefited from
amortization.  The loan was structured with a 20-year amortization
and has amortized by approximately 9.1% since securitization.  
Moody's current underlying rating is A2 compared to A3 at last
review.

The top three conduit loans represent 17.9% of the pool.  The
largest conduit loan is the 711 Third Avenue Loan ($120.0
million--7.1%), which is secured by a 551,000 square foot Class B
office building located in New York City.  The property was 94.6%
occupied as of December 2007 compared to 100.0% at last review.  
The largest tenants are Ketchum, Inc. (18.3% NRA; lease expiration
November 2015), Crain Communication (16.4%; lease expiration
February 2009) and Parade Publications (14.9%; lease expiration
August 2010).  Moody's LTV is 112.1% compared to 116.4% at last
review.

The second largest conduit loan is the Queen Ka'ahumanu Center
Loan ($92.0 million--5.5%), which is secured by the borrower's
interest in a 556,000 square foot regional mall located in
Kahulia, Hawaii.  The collateral also includes a 16,500 square
foot office building adjacent to the mall.  The mall is anchored
by two Macy's stores and Sears.  The in-line space was 96.8%
occupied as of December 2007 compared to 80.6% at last review.  
Performance has improved due to increased occupancy.  Moody's LTV
is 93.2% compared to 113.6% at last review.

The third largest conduit loan is the ACP Woodland Park I Loan
($88.5 million--5.3%), which is secured by three office buildings
located in Herndon, Virginia.  The complex totals 479,000 square
feet and was 98.2% occupied as of December 2007 compared to 95.0%
at last review.  Moody's LTV is 98.3% compared to 100.1% at last
review.


MICHAEL ASHE: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Michael J. Ashe
        23 Bulow Road
        Hingham, MA 02043

Bankruptcy Case No.: 08-15419

Chapter 11 Petition Date: July 24, 2008

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Timothy M. Mauser, Esq.
                  Email: tmauser@dwboston.com
                  Deutsch Williams Brooks DeRensis & Holland, P.C.
                  One Design Center Place, Suite 600
                  Boston, MA 02210
                  Tel: (617) 951-2300
                  Fax: (617) 951-2323
                  http://dwboston.com/

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/mab08-15419.pdf


MILLENNIUM INSTITUTE: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Millennium Institute for ANC Inc.
        Suite 112
        MCS 404
        San Juan, PR 00936

Bankruptcy Case No.: 08-04767

Chapter 11 Petition Date: July 24, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Andres Garcia Arregui, Esq.
                  (garciarr@prtc.net)
                  Garcia Arregui & Fullana
                  252 Ponce de Leon Avenue
                  Suite 1101
                  San Juan, PR 00918
                  Tel: (787) 766-2530
                  Fax: (787) 756-7800

Total Assets: $3,927,851

Total Debts:  $5,515,869

Debtor's list of its 19 largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Banco Popular                      Bank Loan           $3,821,866
P.O. Box 364527                                          Secured:
San Juan, PR 00936-4527                                $3,165,188
                                                       Unsecured:
                                                         $656,678

Miradero Capital                   Trade Debt            $500,000
Union Plaza, Suite 1500
Avenue Ponce de Leon 416
San Juan, PR 00918

Internal Revenue Service                                 $113,186
Department of the Treasury
Philadelphia, PA 19154-0039

Dr. Nestor A. Perez                Bank Loan             $100,000

Autoridad Energia Electrica        Trade Debt             $57,291

Departamento Hacienda                                     $86,536

Farmacia Summit Hill               Bank Loan              $50,094

Internal Revenue Service                                  $42,011

Fondo Seguro del Estado                                   $36,815

Excellent Cleaning Group           Bank Loan              $29,995

Medics                             Trade Debt             $29,955

Drug Unlimited Inc.                Trade Debt             $29,227

Cadillac Uniforms                  Trade Debt             $27,774

ERGA/C Contractors                 Trade Debt             $26,319

Laida Pla                          Trade Debt             $23,760

Crim                                                      $22,598

Policia Privada                    Trade Debt             $22,435

Sanofi-Adventis                    Trade Debt             $21,030

1983-01 Corp.                      Trade Debt             $20,043


MIURA 2004-1: Fitch Junks Ratings on Three Classes of Notes
-----------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative three classes of notes issued by MIURA 2004-1, effective
immediately:

  -- $37,000,000 class A to 'CC' from 'AAA';
  -- $43,000,000 class B to 'CC' from 'AA-';
  -- $20,000,000 class C to 'CC' from 'A-'.

MIURA is a partially funded, synthetic collateralized debt
obligation that originally closed on Sept. 28, 2004.  As of the
trustee report dated June 23, 2008, approximately 32% of the
portfolio was comprised of pre-2005 vintage U.S. structured
finance CDOs, 54.8% consisted of pre-2005 vintage U.S. CLOs and
corporate CDOs, and 11.5% consisted of pre-2005 vintage U.S.
subprime RMBS.  The remaining portion of the portfolio (1.5%)
consisted of other vintage SF CDOs and real estate CDOs.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically with regard to
the SF CDOs.  Since the review in December 2006, approximately 11%
of the portfolio has been downgraded to ratings of 'CCC+' or
lower, and approximately 5.7% is now rated 'CC' or lower, which is
equivalent to the credit enhancement provided to the class A
notes.  The rated notes are expected to continue to receive
interest payments, however, the likelihood of principal losses are
now consistent with 'CC' credit risk.  The ratings of the notes
address the timely receipt of scheduled interest payments and the
ultimate receipt of principal as per the transaction's governing
documents.

MODERN CONTINENTAL: Taps Hinckley Allen as Special Counsel
----------------------------------------------------------
Modern Continental Construction Co. seeks permission from the U.S.
Bankruptcy Court for the District of Massachusetts to employ
Hinckley, Allen & Snyder LLP as its special counsel.

Hinckley Allen will, among others, prosecute certain litigation
currently pending before various state and federal courts both in
the Commonwealth of Massachusetts and in other jurisdictions,
advise on general corporate, employment, and criminal matters.

Documents submitted to the Court did not specify the firm's hourly
rates.

Paul F. O'Donnell, III, Esq., a partner at Hinckley Allen, assures
the Court that the firm does not represent any interest adverse to
the Debtor's estates.

Modern Continental Construction Co. --
http://www.moderncontinental.com/-- of Cambridge, Massachusetts    
was established in 1967 when its founders, Lelio "Les" Marino and
Kenneth Anderson, earned a small contract for the construction of
a sidewalk in the town of Peabody.  Since then, the company has
blossomed into a multi-faceted organization which is highly
respected throughout the construction industry, and is ranked
among the top contractors in the country.

The company filed for Chapter protection on June 23, 2008 (Bankr.
D. Mass. Case No. 08-14558).  Harold B. Murphy, Esq., at Hanify &
King P.C., represents the Debtor in its restructuring efforts.  An
Official Committee of Unsecured Creditors has been appointed in
the Debtor's bankruptcy case.

When the debtor filed for protection from its creditors, it listed
assets of $100 million to $500 million, and debts of $500 million
to $1 billion.


MODERN CONTINENTAL: Taps UHY Advisors as Financial Advisor
----------------------------------------------------------
Modern Continental Construction Co. seeks permission from the U.S.
Bankruptcy Court for the District of Massachusetts to employ UHY
Advisors N.E. LLC as its financial advisor.

UHY Advisors will, among others, assist the Debtor and its counsel
with respect to the development of a plan of reorganization and
disclosure statement, and coordinate the preparation of schedules
of assets and liabilities, monthly operating reports, and other
financial information.

Roger Tougas, a principal at UHY Advisors, tells the Court that
the firm's professionals bill:

                           Standard Rate    Discounted Rate
                           -------------    ---------------
      Managing Director        $385               $345
      Principal                $350               $315
      Senior Manager           $275               $245
      Manager                  $225               $200
      Senior Staff             $185               $165
      Staff                    $135               $120
      Bookkeeper               $100                $90

Mr. Tougas assures the Court that the firm is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

                      About Modern Continental

Modern Continental Construction Co. --
http://www.moderncontinental.com/-- of Cambridge, Massachusetts    
was established in 1967 when its founders, Lelio "Les" Marino and
Kenneth Anderson, earned a small contract for the construction of
a sidewalk in the town of Peabody.  Since then, the company has
blossomed into a multi-faceted organization which is highly
respected throughout the construction industry, and is ranked
among the top contractors in the country.

The company filed for Chapter protection on June 23, 2008 (Bankr.
D. Mass. Case No. 08-14558).  Harold B. Murphy, Esq., at Hanify &
King P.C., represents the Debtor in its restructuring efforts.  An
Official Committee of Unsecured Creditors has been appointed in
the Debtor's bankruptcy case.

When the debtor filed for protection from its creditors, it listed
assets of $100 million to $500 million, and debts of $500 million
to $1 billion.


MORGAN STANLEY CAPITAL: S&P Holds Low-B Ratings on Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 21
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2005-TOP17.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the July 13, 2008, remittance report, the collateral pool
consisted of 110 loans with an aggregate trust balance of
$951.6 million, compared with the 110 loans totaling
$980.8 million at issuance.  The master servicer, Wells Fargo Bank
N.A., reported financial information for 99.6% of the pool.  
Seventy-six percent of the servicer-provided information was full-
year 2007 data. Excluding the defeased loans ($74.4 million,
7.8%), Standard & Poor's calculated a weighted average debt
service coverage of 2.34x for the pool, up from 2.20x at issuance.  
None of the loans in the pool are currently with the special
servicer or delinquent, and the trust has experienced no losses to
date.
     
The top 10 loans have an aggregate outstanding balance of
$414.9 million (43.6%) and a weighted average DSC of 2.64x, up
from 2.52x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures.  All of the properties were
characterized as "good" or "excellent."
     
The credit characteristics of the Wells REF portfolio, the Towers
Crescent, The Maritime Hotel, the 101 Ash Street, the
International Plaza, and the Bon Aire Apartment loans are
consistent with those of investment-grade obligations.  The credit
characteristics of the Travis Tower loan and the Azalea Square
loan are no longer consistent with those of an investment-grade
obligation.  Details of the three largest of these loans, as well
as the Azalea Square loan are:

     -- The Wells REF portfolio is the largest exposure in the
        pool and has a trust balance of $80.0 million (8%) and a
        whole-loan balance of $350.0 million.  The whole loan
        consists of three pari passu notes: an $80.0 million A-2
        note serves as trust collateral, a $125.0 million A-1 note
        is included in the Morgan Stanley Capital I Trust 2004-HQ4
        transaction, and a $145.0 million A-3 note is included in
        the Morgan Stanley Capital I Trust 2005-HQ5 transaction.
        The whole loan is secured by nine class A office
        properties totaling 2.9 million sq. ft. located in five
        states and the District of Columbia.  The servicer
        reported a DSC of 3.71x for the exposure at year-end 2007,
        up from 3.55x at issuance. As of January 2008, the
        portfolio's occupancy was 100%, unchanged from issuance.
        Standard & Poor's adjusted net cash flow for this exposure
        is comparable to its level at issuance.

     -- The Towers Crescent loan is the fourth-largest exposure in
        the pool and has a trust and whole-loan balance of
        $36.6 million (3.8%).  The loan is secured by the fee
        interest in two office buildings totaling a 288,248 sq.
        ft. in the Tysons Corner area of Vienna, Virginia.  For
        the year-ended Dec. 31, 2007, the DSC for this loan was
        2.94x and the occupancy was 95%.  Standard & Poor's
        adjusted value for this loan is up 30% from its level at
        issuance.

     -- The Travis Tower loan is the fifth-largest exposure in the
        pool and has a trust and whole-loan balance of
        $35.8 million (3.8%).  The loan is secured by the fee
        interest in a 507,247-sq.-ft. office building in downtown
        Houston, Texas.  For the year ended Dec. 31, 2007, DSC was
        1.95x and the occupancy was 94%.  The loan appears on the
        watchlist because of the pending lease expiration of
        Centerpoint Energy Inc. (BBB/Stable/A-2), which occupies
        55% of the property.  Standard & Poor's analysis assumed
        that Centerpoint Energy will vacate the property when its
        lease expires on Sept. 31, 2008.  Standard & Poor's
        considered market data during its analysis and arrived at
        a stabilized value for the property that was 35% less than
        at issuance.

     -- The Azalea Square loan, ninth-largest exposure in the
        pool, has a balance of $16.5 million (1.7%) and is secured
        by the fee interest in a 181,942-sq.-ft. anchored retail
        community shopping center in Summerville, South Carolina.
        For the year-ended Dec. 31, 2007, the DSC was 2.39x and
        occupancy was 98%.  Standard & Poor's adjusted NCF for
        this exposure is down slightly from issuance, reflecting
        higher operating expenses.

Wells Fargo reported a watchlist of five loans ($55.1 million,
5.8%).  Travis Tower, which is described above, is the largest
loan on the watchlist.  Bally Plaza ($7.4 million, 0.8%) is the
second-largest loan on the watchlist.  This loan is secured by
212,260-sq.-ft. of retail-anchored property in Colorado Springs,
Colorado.  The loan appears on the watchlist because Bally's
Total Fitness, which occupies 14% of the property, has filed for
bankruptcy.  To date, Bally's has not rejected the lease and is
still operating in the space.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis. The
resultant credit enhancement levels support the affirmed ratings.
       

                         Ratings Affirmed
     
              Morgan Stanley Capital I Trust 2005-TOP17
            Commercial mortgage pass-through certificates
   
                Class    Rating   Credit enhancement
                -----    ------   ------------------
                A-2      AAA           17.52%
                A-3      AAA           17.52%
                A-4      AAA           17.52%
                A-AB     AAA           17.52%
                A-5      AAA           17.52%
                A-J      AAA            9.66%
                B        AA             7.47%
                C        AA-            6.70%
                D        A              5.54%
                E        A-             4.51%
                F        BBB+           3.86%
                G        BBB            3.09%
                H        BBB-           2.32%
                J        BB+            2.06%
                K        BB             1.67%
                L        BB-            1.29%
                M        B+             1.16%
                N        B              1.03%
                O        B-             0.77%
                X-1      AAA             N/A
                X-2      AAA             N/A

                     N/A -- Not applicable.


NATIONAL CITY: Posts $1.8BB Net Loss for Second Quarter of 2008
---------------------------------------------------------------
National City Corporation reported a net loss for the second
quarter of 2008 of $1.8 billion, compared to a net loss of
$171 million in the first quarter of 2008, and net income of
$347 million in the second quarter a year ago. The net loss was
$1.9 billion for the first half of 2008 compared to net income of
$666 million in the first half of 2007.

The quarter and year-to-date loss was mainly driven by actions to
increase loss reserves on liquidating mortgage loan portfolios and
a non-cash goodwill impairment charge of $1.1 billion related to
previous acquisitions. The second quarter provision for loan
losses was $1.6 billion, of which $1.0 billion pertained to
liquidating portfolios of brokered home equity, nonprime mortgage,
and construction loans to individuals. The second quarter
provision for loan losses included supplemental reserves of $478
million, specifically reflecting the difficult environment in the
housing market.

Excluding unusual and non-operating items, pre-tax pre-provision
operating earnings were $610 million in the second quarter of
2008, up 19% from $512 million in the first quarter of 2008. Net
charge-offs of $740 million were predominantly in the liquidating
portfolios and were less than half of the second quarter
provision, resulting in a significant increase in the allowance
for loan losses to 3.03% of portfolio loans. While the goodwill
charge increased the reported net loss for the period, it had no
effect on tangible equity, regulatory capital, or liquidity. As of
June 30, 2008, the Tier 1 risk-based capital ratio was
approximately 11.08%, up from 6.67% at March 31, 2008 and
significantly in excess of the well-capitalized minimum of 6%.
Total risk-based capital was approximately 14.90% and tangible
equity to assets was approximately 8.94% at June 30, 2008.

Consolidated net (loss)/income, measured in accordance with GAAP,
is the principal and most useful measure of earnings and provides
comparability of earnings with other companies. However,
management believes presenting pre-tax pre-provision operating
earnings provides investors with the ability to understand the
company's underlying operating trends.

       Chairman Reiterates Status as Best Capitalized Bank

Chairman, President and CEO Peter E. Raskind commented, "In this
very challenging environment, we have made significant progress
during the quarter in strengthening our balance sheet, mitigating
losses in our liquidating portfolios and positioning National City
for long-term growth when the credit cycle turns. With the
completion of our $7 billion capital raise, National City is by
far the best capitalized bank among its peer group -- and is the
best capitalized of all major U.S. banks. We continue to generate
strong pre-provision income, and we are confident that we have
more than sufficient capital to ride out turbulent credit markets.
We fully recognize that we need to improve performance. Our
management team is aggressively executing on plans to manage risk,
cut expenses, and improve profitability. We are sharpening our
focus on our core businesses while continuing to serve customers
as one of the leading banks in our region. We believe that the
fundamental strengths of our business model will help drive a
return to profitability. As we continue to work through the
current credit market turbulence, we are building our core
business through profitable relationship growth and expansion."

                              Capital

Total stockholders' equity was $18.0 billion at June 30, 2008 and
tangible stockholders' equity was $13.3 billion, up $5.9 billion
compared to March 31, 2008. During the second quarter of 2008, the
Corporation raised $7.0 billion of equity capital by issuing
common and contingently convertible preferred shares. The
contingently convertible preferred shares will automatically
convert into common shares five business days after stockholder
approval. The shareholder meeting is scheduled for September 15,
2008.

A copy of the company's financial report filed with the SEC is
available at http://ResearchArchives.com/t/s?3006

                  About National City Corporation

Headqurtered in Cleveland, Ohio, National City Corporation (NCC)
-- http://www.nationalcity.com/-- is financial holding company  
that operates through an extensive distribution network in Ohio,
Florida, Illinois, Indiana, Kentucky, Michigan, Missouri,
Pennsylvania, and Wisconsin, and also conducts selected lending
and other financial services businesses on a nationwide basis. The
primary source of National City's revenue is net interest income
from loans and deposits, revenue from loan sales and servicing,
and fees from financial services provided to customers.  Its
operations are primarily conducted through more than 1,400 branch
banking offices located within National City's nine-state
footprint.  In addition, National City operates over 410 retail
mortgage offices throughout the United States.

                         *     *     *  

As reported by the Troubled Company Reporter on July 15, 2008,  
National City Corporation, in response to market rumors, issued a
statement saying it is experiencing no unusual depositor
or creditor activity.  It said that as of the close of July 11,  
2008, the bank maintained more than $12 billion of excess short-
term liquidity.  "Further, as a result of our recent $7 billion
capital raise, National City maintains one of the highest Tier I
regulatory capital ratios among large banks," the company said.

As reported by the TCR on June 9, 2008, National City Corp.'s
banking unit has entered into a confidential agreement with the
Office of the Comptroller of the Currency  that effectively put
the bank on probation.  The TCR, citing The Wall Street Journal,
reported that the terms of the agreement with National City aren't
disclosed, however, regulators usually urge banks to maintain
adequate capital and improve lending standards.  According to WSJ,
National City has been severely contracting its mortgage and home-
equity lending, laying off hundreds of employees in the process.

At March 31, 2008, total assets were $155.0 billion and
stockholders' equity was $13.2 billion or 8.5% of total assets.  
At March 31, 2008, total deposits were $98.5 billion, including
core deposits of $89.1 billion.  Tangible equity to assets was
5.00% at March 31, 2008, compared to 5.29% at Dec. 31, 2007.  The
company's Tier 1 capital was 6.65% at March 31, 2008, which is
above the "well-capitalized" threshold of 6.00%.  The Corporation
had no share repurchases in the first quarter of 2008 and none are
planned.


NATIONAL HOUSING: March & June 2008 Quarter Reports to be Delayed  
-----------------------------------------------------------------
National Housing Trust Limited Partnership said last week that
until the company completes preparation and the company's auditor
completes its review of the company's respective Form 10-K for
2006, and the Forms 10-Q for the periods ending March 31, 2007,
June 30, 2007, and Sept. 30, 2007, and Form 10-K for 2007, it  
will be unable to complete its Form 10-Q for the periods ending
March 31, 2008, and June 30, 2008.

National Housing Trust, a limited partnership owning and operating
properties qualifying for low-income housing credits, also
disclosed that as part of its disposition plan, it sold eight
properties in 2006, three in 2007 and four in the first two
quarters of 2008.  The company said that until it receives the
financial information from those limited partnerships in which it
is a limited partner, it will be unable to provide an estimate of
the impact of these sales on results of operations.

                      About National Housing

Founded in 1987 and based in Columbus, Ohio, National Housing
Trust Limited Partnership invests in low-income housing
development properties in the United States.  It acquires,
maintains, and operates various housing properties.  NHT Inc.
serves as the general partner of the company.

The current focus of NHTLP is disposition of its rental
properties.

                          *     *     *

As reported in the Troubled Company Reporter on June 12, 2008, the
company's combined balance sheet at Sept. 30, 2006, showed
$25,237,000 in total assets and $44,929,000 in total liabilities,
resulting in a $19,692,000 partners' deficit.


NRIC PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: NRIC Properties, LLC
        1317 Ridgewood Drive
        Starkville, MS 39759

Bankruptcy Case No.: 08-12889

Type of Business: The Debtor engages real estate development.
                  See: http://nricproperties.com/

Chapter 11 Petition Date: July 24, 2008

Court: Northern District of Mississippi (Aberdeen)

Debtors' Counsel: Craig M. Geno, Esq.
                   (cmgeno@harrisgeno.com)
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


PACIFIC LUMBER: Maxxam Inks Pact with PBGC on PALCO Pension Plan
----------------------------------------------------------------
Maxxam Inc. and The Pension Benefit Guaranty Corporation entered
into an agreement on July 10, 2008, pursuant to which the company
essentially agreed, among other things, that should the PBGC elect
to terminate The Pacific Lumber Company 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.

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.

As reported by the Troubled Company Reporter on July 11, 2008, the
United States Bankruptcy Court for the Southern District of Texas,
Corpus Christi Division, confirmed on July 8, 2008, the Modified
First Amended Joint Plan of Reorganization With Technical
Modifications for the Debtors proposed by Marathon, Mendocino, and
the Official Committee of Unsecured Creditors.  Judge Richard
Schmidt concluded that the Marathon/Mendocino Plan is compliant in
all respects with the statutory requirements under Section 1129 of
the Bankruptcy Code.

A full-text copy of the Agreement dated July 10, 2008, between the
PBGC 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.

                       About Pacific Lumber

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

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

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

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

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

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007. Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.  (Scotia/Pacific Lumber
Bankruptcy News; http://bankrupt.com/newsstand/or 215/945-7000).


PALM INC: Weak Sales Cue S&P to Cut Ratings with Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Palm Inc. to 'B-' from 'B' and removed all the ratings
from CreditWatch, where they had been placed with negative
implications on March 21, 2008.  The outlook is negative.
     
At the same time, Standard & Poor's lowered its issue-level rating
on the company's secured term loan and revolving credit facility
to 'B-' from 'B+'.  S&P revised its recovery rating on this debt
to '4', indicating the expectation for average (30% to 50%)
recovery in the event of a payment default, from '2'.
     
"The actions reflect weak sales, ongoing operating losses, and
negative free cash flows, as well as market challenges that could
continue to pressure the company's operating results in the
intermediate to longer term," said Standard & Poor's credit
analyst Bruce Hyman.
     
The rating on Sunnyvale, Calif.-based Palm reflects the company's
high debt leverage, narrow range of products, substantial customer
concentration, limited innovation, and a largely outdated product
line.  This leads to significant price pressures and operating
losses.  These factors are offset partially by Palm's good niche
position attributed to a degree of customer loyalty, sufficient
liquidity for intermediate-term operational purposes, and
prospects that the company will be able to refresh its product
offerings and rebuild its position with enterprise customers.


PIPER RESOURCES: Seeks Farm In Funding, Moves CCAA Stay to Aug. 5
-----------------------------------------------------------------
Piper Resources Ltd. disclosed that the protection under the
Companies Creditors' Arrangement Act which stayed its creditors
from enforcing their rights was extended to Aug. 5, 2008, in order
for the company to pursue financing of the activities under the
Farm In.

                         Farm-In Agreement

Piper disclosed on June 25, 2007, that entered in an agreement to
acquire all of the outstanding shares of two private oil and gas
companies which hold assets in the Peace River Arch area of
northwest Alberta. The Acquisition provides the Company with its
initial purchase of oil and gas assets since its reorientation as
an oil and gas exploration, development and production company in
January 2007. The Company also entered into a farm-in agreement on
additional lands adjacent to acreage acquired under the
Acquisition. Under the terms of the farm-in, the Company is
committed to spending $12.5 million by July 31, 2008 to earn a 50%
working interest in an additional 10,240 acres.

              Financing of Debt to Matco Capital Ltd.

Since the inception of the initial order, the company was seeking
financing alternatives to replace a debt owed to Matco Capital
Ltd., the company's secured creditor.  After discussions with two
investment groups based in New York, it was determined that the
groups were not prepared to payout the Matco indebtedness in full
by July 22, 2008.

On July 17, 2008, the Troubled Company Reporter said that Piper
Resources was granted an adjournment of a CCAA court proceedings
until July 22, 2008.

On Feb. 17, 2008, Piper was granted protection under the CCAA by
an Initial Order from the Alberta Court of Queen's Bench which
stayed its creditors from enforcing their rights until March 17,
2008. The protection was extended by subsequent court orders on
March 17, 2008, April 28, 2008 and June 12, 2008.  The June 12,
2008, court order extended the protection to July 15, 2008.

As a result, Piper agreed to dispose of its assets to Matco in
exchange for the Matco indebtedness.  Deloitte & Touche LLP was
appointed as Receiver over the assets and will transfer the lands
secured by the Matco security and all related current assets to
Matco, excluding the lands relating to the Farm In Agreement.

                     Amendment to the Farm In

The Farm In has been amended and allows Piper the ability to farm
in on 9,600 or 4,204 net acres of land by paying 100% of the
capital costs from drilling to equipping to earn a 70% working
interest in the section with all of the activities to be completed
by Oct. 31, 2008.  Certain amended terms under the Farm In must be
met by the company, which includes having adequate capital to
complete all of the activities under the Farm In.

Piper has been in discussions with groups to provide financing for
these Farm In activities, however there can be no assurance that
the company will obtain the necessary financing by Aug. 5, 2008.
If there is no financing available, on acceptable terms, for the
Farm In, the company will have no assets and will not be able to
carry on operations past Aug. 5, 2008.

The materials filed to date in the CCAA proceedings are available
contacting the Receiver at (403) 298-5999 or by email at
piper@deloitte.ca.

                     About Piper Resources Ltd.

Headquartered in Calgary, Alberta, Piper Resources Ltd. is a non-
listed exploration, development and production company pursuing
conventional oil and natural gas opportunities in western Canada.
The company's core areas are focused in the Peace River arch area
of northwestern Alberta, with operated production in the
Gordondale, Pouce Coupe and Sinclair areas.

On Feb. 15, 2008, Piper Resources Ltd. obtained creditor
protection under the Companies Creditors Arrangement Act (Canada)
pursuant to an Order from the Alberta Court of Queen's Bench.  
Piper Resources engaged Tristone Capital Inc. as its financial
advisor to pursue strategic alternatives for the company in
conjunction with the CCAA proceedings.


PLASTECH ENGINEERED: JD Norman May Acquire Brooklyn, OH Plant Only
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved on June 19, 2008, the sale of Plastech Engineered
Products Inc. and its debtor-affiliates' stamping business to JD
Norman Ohio Holdings, Inc., which transaction included the sale of
the stamping facility in Strongsville, Ohio.  JD Norman, however,
was unable to close on the Stamping Asset Purchase Agreement and
consummate the sale.

The Debtors relate that they continue negotiations on the
Stamping Business Sale with JD Norman.  JD Norman, however, has
indicated that it may be prepared to consummate the Stamping Sale
solely with respect to the Brooklyn, Ohio stamping facility.  

Under these circumstances, the Debtors have sought to cease
operations at Strongsville by July 31, 2008.  

Meanwhile, Ford Motor Company, one of the largest customers at the
Strongsville Facility, told the Debtors that it is resourcing its
business at the Strongsville Site to Dee Zee, Inc., pursuant to
which, Dee Zee intends to purchase for a $190,954 total price
these inventory and equipment:

     Items                                 Sale Price
     -----                                 ----------
     Finished goods inventory               $142,574

     (50) P251 shipping racks                 12,380

     (28) WIP pouch racks                     21,000

     Capital equipment conveyor               15,000
      
The Debtors believe that the proposed sale to Dee Zee is a sale
in the ordinary course of business in response to a customers'
resourcing.  Out of an abundance of caution, however, the Debtors
have sought and obtained the approval of parties maintaining
liens on the assets -- the Major Customers, as their postpetition
lenders, and the Steering Committee, as prepetition term loan
lenders.

The Debtors, thus, stipulate for the sale of the Assets with
these parties:

       * the Debtors' Major Customers -- Ford Motor Company,
         General Motors Corporation, Johnson Controls, Inc., and
         Chrysler, LLC, together with affiliates Chrysler Motors
         LLC, and Chrysler Canada, Inc.;

       * the Steering Committee of First Lien Term Loan Lenders;

       * Goldman Sachs Credit Partners L.P., as agent to the
         First Lien Term Loan Lenders; and

       * the Official Committee of Unsecured Creditors.

The Debtors maintain that the assets represent idle assets that
are of little value to their estate.  The sale proceeds also
reflect the value of the items sold, the Debtors tell the Court.  

Pursuant to Section 363(f) of the U.S. Bankruptcy Code, and as
stipulated, the Debtors also propose to attach the lien of the
parties-in-interest to the sales proceeds.

Through a Court-approved stipulation, the Debtors and Ford, et
al., agree that:

    -- the specified de minimis assets at the Strongsville
       Facility is sold to Dee Zee, Inc. free and clear of liens
       and encumbrances; and

    -- the liens of the parties-in-interest attach to the
       proceeds of the de minimis assets sale.

                     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)


PROXYMED INC: Gets Initial Approval to Use Laurus' $5.8MM DIP Loan
------------------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware authorized ProxyMed Inc. and its
debtor-affiliates to obtain, on an interim basis, up to $2,762,732
in postpetition financing from Laurus Master Fund Ltd., as lender.

The Debtors are parties to a security and purchase agreement
dated Dec. 6, 2005, with Laurus Master.  The agreement provided
up to $5,000,000 in term loan and $15,000,000 in revolving loan,
which were secured by interest in substantially all of the
Debtors' assets.  As of their bankruptcy filing, the Debtors owe
about $5,100,000 in principal plus $37,000 in interest to Laurus
Master.  A full-text copy of the security and purchase agreement
dated Dec. 6, 2005, is available for free at:

               http://ResearchArchives.com/t/s?3001

In addition to their prepetition debt obligation, the Debtors
issued $13,400,000 in unsecured 4% convertible notes due Dec. 31,
2008, under a certain indenture dated Dec. 31, 2002.  The Debtors
owe about $13,100,000 in principal and $294,000 in accrued
interest to noteholders.  The noteholders' claims are unsecured
and pari passu with other unsecured claims.

As reported in the Troubled Company Reporter on July 24, 2008,
the Debtors received on May 14, 2008, a notice from Laurus Master
that a cross-default had occurred under a security and purchase
agreement, dated Dec. 7, 2005, and the related credit revolving
facility.  The cross-default occurred upon the Debtors' failure
to pay interest in the amount of $131,370 on subordinated 4%
convertible promissory notes, as part of the consideration paid
in the the Debtors' acquisition of notes.

Judge Shannon also authorized the Debtors to use the lender's cash
collateral until Sept. 12, 2008.  A full-text copy of the Debtors'
cash collateral budget is available for free at:

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

Laurus Master committed to provide up to $5,894,052 in financing,
on a final basis.  The loan incurs interest at 12% per annum.  It
is expected to mature by Sept. 18, 2008.  A hearing is set for
Aug. 14, 2008, at 2:30 p.m., to consider final approval of the
Debtors' request.  Objections, if any, are due Aug. 7, 2008, by
4:00 p.m.

The Debtors told the Court that they have an urgent need to use
the proceeds of the facility to fund costs of business operations.
"The company needs to raise funds to repay the prepetition loans
or the notes upon their respective maturity dates," Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, said.

The DIP facility is subject to a $100,000 carve-out for payments
to professional advisors to the Debtors and the committee.  In
addition, the Debtors will pay a host of fees including a $200,000
facility payment to the Laurus Master.

To secure their DIP obligations, the lender will be granted
superpriority claim status over all other costs and expenses of
administration of any kind pursuant to Section 364(c)(1) of the
Bankruptcy Code.

The DIP facility contains customary and appropriate events of
default.  The facility will be terminated if the Debtors failed to
obtain court approval of the sale of substantially all their
assets by Sept. 3, 2008.

On July 22, 2008, the Debtors entered into an asset purchase
agreement with MHC Acquisition Corp., the designated stalk-horse
bidder, for the sale of all their asset for $11,000,000 plus the
assumption of certain liabilities.  The sale of the Debtors'
assets is subject to competitive bidding and auction.

MHC Acquisition will receive a $350,000 break-up fee in the event
the Debtors consummate the sale to another party.

A full-text copy of the asset purchase agreement is available for
free at:

               http://ResearchArchives.com/t/s?3002

Headquartered in Norcross, Georgia, ProxyMed Inc. fka MedUnite,
Inc. --  http://www.medavanthealth.com-- facilitates the exchange  
of medical claim and clinical information.  The company and two of
its affiliates filed for Chapter 11 protection on July 23, 2008
(Bankr. D. Del. Lead Case No.08-11551).  Kara Hammond Coyle, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor,
L.L.P., represent the Debtors in their restructuring efforts.

The Debtors indicated $40,655,000 in total consolidated assets and
$47,640,000 in total consolidated debts as of December 31, 2007.  
In its petition, ProxyMed Transaction Services, Inc. indicated
$10,000,0000 in estimated assets and $10,000,000 in estimated
debts.


QUIGLEY CO: Judge Bernstein Adjourns Confirmation Hearing Sine Die
------------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York adjourned the hearing on the
confirmation of the fourth amended and restated Chapter 11 plan of
reorganization of Quigley Co., Inc. to a date yet to be
determined.

The hearing was originally scheduled for Sept. 4, 2008.

The postponement of the hearing came after the Court approved
on June 23, 2008, two settlement agreements entered between
the Debtors and certain insurers including Century Indemnity
Company.  According to Bloomberg News, the agreements is expected
put at least $47 million into a trust to pay asbestos personal-
injury claims.  Century Indemnity holds a $455,228 in claims in
the Debtor.

Separately, the Court also extended the terms of the postpetition
financing pursuant to the amended credit and security agreement,
which the Debtor is allowed to:

   i) obtain up to $20 million in financing from Pfizer Inc., as
      lender, and

  ii) use Pfizer's cash collateral until Feb. 19, 2009.

A full-text copy of the amended credit and security agreement is
available for free at:

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

As reported in the Troubled Company Reporter on April 3, 2008,
The Hon. Stuart M. Bernstein of the United States Bankruptcy
Court for the Southern District of New York approved for
distribution the Debtor's fifth amended and restated Disclosure
Statement dated March 28, 2008, explaining its fourth amended and
restated Chapter 11 plan of reorganization.

Judge Bernstein held that the Debtor's Disclosure Statement
contains adequate information within the meaning of Section 1125
of the Bankruptcy Code.

                       Overview of the Plan

Under the plan, all current and future asbestos personal injury
claims that have been or could be asserted against Quigley will be
"channeled" to a trust fund that will be created for the purpose
of evaluating and paying such claims.  In addition, all current
and future asbestos personal injury claims that have been or could
be asserted against certain companies other than Quigley,
including Pfizer Inc., Quigley's parent company, also will be
"channeled" to the trust, but only to the extent such claims are
based on Quigley's conduct or products.

The effect of "channeling" claims to the trust is that such
claims may be pursued only through, and paid only from, the trust;
they may not be asserted against Quigley, Pfizer and certain
other companies as described fully elsewhere in the disclosure
statement.

The trust will be funded with assets of Pfizer and Quigley,
including cash, insurance, stock, two annuities and dividends from
Quigley's post-Effective Date business operations.  In order to
conserve Quigley's earnings for the benefit of the trust, Quigley
will be prohibited from declaring or paying dividends while Pfizer
continues to own Quigley's stock.  The assets in the trust will be
used to pay current and future asbestos personal injury claimants
in accordance with the terms of trust distribution procedures
established under Quigley's plan of reorganization.

The trust's assets are limited, and will be managed by trustees to
ensure that funds are available to pay expected future claimants
as well as current claimants.  The trust's limited assets are
insufficient to pay more than a small percentage of each
claimant's claim amount.

Nevertheless, Quigley believes for all the reasons detailed in
this disclosure statement that there will be substantially
more money available to pay claimants under the plan than would be
the case if there were no plan and Quigley were forced to pay
claims solely from its own assets.

Specifically, Quigley estimates that only approximately $259
million would be available for distribution in a liquidation,
while, under Quigley's plan of reorganization, approximately $757
million will be available.  That is because, among other reasons,
Pfizer is contributing substantial assets to the trust as part of
the plan that would not be contributed if the plan were not
confirmed and consummated.

Moreover, without the settlements and distribution procedures in
the plan of reorganization, there likely would be years of costly
and time-consuming litigation involving insurance companies,
creditors and others that could be avoided through the plan's
orderly administrative process.

Absent a plan, the distributions of money to creditors would be
delayed and, due to the costs of litigation, the amount of cash
actually available for creditors would be reduced substantially.  
For this reason and others explained in detail herein, Quigley
believes that each of its creditors who is entitled to vote should
vote to accept this plan of reorganization.

As of the date of this Disclosure Statement, there are pending:

   (i) a motion by the U.S. Trustee to convert or dismiss
       the Chapter 11 Case; and

  (ii) a motion by an ad hoc committee of tort claimants to
       appoint a trustee in the Chapter 11 Case.

Quigley believes the motions are without merit, has filed written
oppositions to each and intends to vigorously defend itself
against the allegations made by the U.S. Trustee and the ad hoc
committee.

                       Trust Contributions

Quigley and Pfizer will make these contributions to the trust to
fund the processing and payment of asbestos personal injury
claims:

   -- a $50 million cash payment;

   -- $101.9 million of insurance that contains no restrictions on
       the payment of asbestos personal injury claims;

   -- $191 million of insurance that contains restrictions on the
      payment of certain asbestos personal injury claims;

   -- receivables owed by insurance companies to Quigley, as of
      the date that Quigley's plan becomes effective, for amounts
      that Quigley billed the insurance companies before it filed
      for chapter 11 relief (as of March 1, 2008, these
      receivables total $23.8 million);

   -- $24 million in cash as of March 1, 2008, which is currently
      in an insurance trust account jointly held by Quigley and
      Pfizer;

   -- $4.6 million in excess cash that Quigley is expected to have
      in its accounts when the trust begins operating;

   -- $405 million, paid in accordance with the terms of an
      annuity that Pfizer will contribute to the Asbestos PI Trust
      on the Effective Date of Quigley's Plan, payable in equal
      installments over a period of 40 years, with the first
      installment payment payable on the date the trust begins
      operating;

   -- $45.1 million, paid in accordance with the terms of an
      annuity that Pfizer will contribute to the Asbestos PI Trust
      on the Effective Date of Quigley's Plan, payable in equal
      installments over a period of 41 years, with the first
      installment payment payable on the fifth anniversary of the  
      Effective Date;

   -- additional payments or distributions from the estates of
      insolvent insurers; and

   -- Quigley's common stock, upon satisfaction of certain
      conditions described in Quigley's plan of reorganization.

                Treatment of Claims and Interests

Under the plan, these claims will be paid in full:

   -- allowed administrative claims;
   -- professional compensation and reimbursement claims;
   -- priority tax claims;
   -- priority claims; and
   -- DIP claim.

Pfizer, as a secured claimant, will receive in full in exchange
for cash equal to 100% of the allowed amount of the allowed Pfizer
Secured claim minus $30 million, which amount Pfizer forgive as
part of the Pfizer contribution.  Pfizer is expected to get a 54%
recovery under the plan.

The Secured Claimants -- Reaud Claimants, Hatchett, Sherry,
Ytuarte and other secured bond claimants -- will be entitled to
proceed with the pending appeal to final judgment.  If the trial
court will affirm judgment in their favor, they will be entitled
to seek payment of the final judgment from the their corresponding
Bond.  If there is a deficiency claim, they will have to proceed
against the Asbestos PI Trust in accordance with the Asbestos PI
Trust Distribution Procedures.  If the trial court judgment will
be reversed on appeal, any Asbestos PI Claim that they may have
will be automatically channeled to and assumed by the Asbestos PI
Trust.

Holders of unsecured claims, totaling approximately $33.4 million,
will recover 7.5% of their claims.

Asbestos PI Claims will be channeled and assumed by the Asbestos
PI Trust, which will be funded by contributions from Quigley and
Pfizer.

Pfizer, as the sole holder of the Equity Interests, will transfer
the common stock of Reorganized Quigley to the Asbestos PI Trust
on the Stock Transfer Date.

A full-text copy of the 5th Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?29e1

A full-text copy of the 4th Amended Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?29e0

                      About Quigley Company

Quigley Company Inc., a division of Pfizer Inc., sold asbestos-
containing insulation products until the early 1970s.  Quigley
filed for protection under chapter 11 of the United States
Bankruptcy Code on Sept. 3, 2004 (Case No. 04-15739-SMB) in order
to implement a proposed global resolution of all pending and
future asbestos-related personal injury liabilities.

Asbestos victims and Pfizer have been negotiating a settlement
deal which calls for Pfizer to pay $430 million to 80% of existing
plaintiffs.  It will also place an additional $535 million into an
asbestos settlement trust that will compensate future plaintiffs
as well as the remaining 20% of current plaintiffs with claims
against Pfizer and Quigley.  The compensation deal is worth
$965 million all up.  Of that $535 million, $405 million is in a
40-year note from Pfizer, while $100 million will come from
insurance policies.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.


RAMPART MERCANTILE: CTO on Securities Removed, Reviews Options
--------------------------------------------------------------
Rampart Mercantile Inc. disclosed that the British Columbia
Securities Commission, the Alberta Securities Commission, the
Ontario Securities Commission and the Quebec Securities Commission
have each issued an order revoking the cease trade orders that
were issued by each of those securities commissions against the
company in 2002.

The company is insolvent and has ceased to carry on an active
business after the bankruptcy of the company's subsidiary, Rampart
Securities Inc. which occurred on Oct. 31, 2001.  The company is
dependant on a continuation of cash advances from a debenture
holder and minority shareholder in order to continue its business
and cover operating expenses until it is able to generate cash
flow from a new business opportunity.

The board of directors of the company consists of these
individuals: Dominique P. Monardo; Jon Bridgman; Donald Lyons; and
Larry Cappe.

The company does not have any definitive plans in place for the
operation of the business going forward.  The securities of the
company will not trade on any published market in the near future,
however, it is the intention of management of the company to
investigate opportunities going forward.

                  About Rampart Mercantile Inc.

based in Toronto, Canada, Rampart Mercantile Inc. does not have
significant operations.  The company intends to acquire other
operating entity.  Previously, it engaged in the exploration and
development of mineral properties business.

At April 30, 2008, the company's balance sheet showed total assets
of $58,458 and total liabilities of $6,858,785, resulting in a
shareholders' deficit of $6,800,327.

                    Default with 10% Debentures

The company is in default with all of the 10% series and the
conversion privileges on the debentures have expired.  10% series
consists of two debentures.  The first is a convertible debenture
in the amount of $112,886 paying interest semi-annually not in
advance and matured on April 16, 2001. The debenture is
convertible into a unit for each $6 of principal.  Each unit is
comprised of one common warrant to purchase an additional share at
a price of $8 per share.  The second 10% series convertible
debenture is in the amount of $2,000,000 paying interest semi-
annually not in advance and matured on March 31, 2002.  The second
debenture is held by a shareholder of the company.

                        Going Concern Doubt

In the company's regulatory filing for the year ended April 30,
2007, the management stated there is substantial doubt for the
company to continue as a going concern. At April 30, 2008, the
company has a working capital deficiency of $6,801,985.  The
company's subsidiary is bankrupt and the company has no active
business left. The company has been able to discharge its
liabilities by securing cash advances from a individual who is a
debenture holder and minor shareholder. The company is dependent
on a continuation of these advances in order to continue in
business until it is able to generate cash flow from a new
business opportunity.


RED SHIELD: Judge Approves $1.2 Million Financing
-------------------------------------------------
Judge Louis Kornreich has allowed Red Shield Environmental LLC and
RSE Pulp and Chemical LLC to borrow $1.2 million that will keep
them open while they restructure under bankruptcy protection,
reports say.

As reported by the Troubled Company Reporter on June 30, 2008, Red
Shield Environmental and RSE Pulp filed chapter 11 petition with
the U.S. Bankruptcy Court for the District of Maine, Bangor
Division.

The rise in chip and oil prices has placed Red Shield "in a  
temporary cash flow bind," The Associated Press quoted owner Ed
Paslawski, as stating.

The companies shut down the Red Shield mill they own in operate in
Old Town Maine in June.  In June 18, McClatchy-Tribune Information
Services said that at least 160 Red Shield workers were forced to
remain at home when the Debtors' facility was temporarily shut
down.  Judge Kornreich has approved a loan of $427,000 from
Chittenden Bank to allow Red Shield to pay employees their last
two pay checks, reports WCSH-TV (Maine).

According to the WABI 5 (Maine), the new financing will cover
payroll, health insurance and other bills to keep the mill open
through July.

Ed Paslawski, the CEO of Red Shield and RSE Pulp and Chemical,
says he's not planning to sell the mill to pay off the debts,
though there have been some unsolicited offers, according to WABI.

Red Shield officials are working with creditors to arrange for
debt repayment.  One of its creditors is Preti Flaherty, which was
recently awarded a court settlement of more than $667,000 for back
payments.  That judgment has been put on hold while the companies
work through Chapter 11 status, according to.

                       About Red Shield

Red Shield Environmental LLC -- http://www.redshieldenv.com/-- is    
an investment group focused on the refinancing and start up of  
Maine businesses.  The company provides an energy related campus  
located in Old Town, Maine with an overall focus on renewable  
energy development.  Prospective projects include production and  
design of cellulosic ethanol and other commercialized  
technologies.

During 2006 and 2007 Red Shield Environmental accomplished  
manufacturing objectives for energy and pulp production.  This  
allows the company to provide continued employment for many in the  
Old Town area with the potential for increased future employment  
in areas devoted to renewable energy and manufacturing.

The Red Shield Environmental campus currently consists of Red  
Shield Environmental and RSE Pulp & Chemical.


REVLON INC: Posts Preliminary Results For the 2008 Second Quarter
-----------------------------------------------------------------
Revlon Inc. disclosed Thursday its preliminary estimated earnings
for the second quarter ended June 30, 2008.

Preliminary second quarter 2008 financial results, compared to the
second quarter of last year:

  -- Net sales of approximately $375 million, compared to
     $349.2 million.

  -- Operating income of approximately $60 million, compared to
     $16.9 million.

  -- Net income of approximately $20 million, compared to a net
     loss of $11.3 million.
    
  -- Adjusted EBITDA of approximately $80 million, compared to
     $42.0 million.

Revlon president and chief executive officer David Kennedy said,
"Our strong preliminary results in the second quarter continue to
validate our strategy.  We continue to focus on the key drivers,
including: innovative, high-quality, consumer-preferred new
products; effective, integrated brand communication; competitive
levels of advertising and promotion; and superb execution with our
retail partners, which build our brands, particularly the Revlon
brand, and generate sustainable, profitable sales growth.  We also
remain focused on controlling our costs and driving efficiencies
throughout our organization, which continue to positively impact
our margins and cash flows."

                Preliminary Second Quarter Results

Net sales in the second quarter of 2008 increased by 8% to
approximately $375 million, compared to net sales of
$349.2 million in the second quarter of 2007.  Excluding the
favorable impact of foreign currency fluctuations, net sales in
the second quarter increased approximately 6% versus year-ago.

In the United States, net sales in the second quarter of 2008
increased 6% to approximately $215 million, compared to net sales
of $204.2 million in the second quarter of 2007.  The company
reported that the primary driver of the second quarter net sales
growth was higher shipments of Revlon color cosmetics, largely due
to 2008 new product launches, including initial shipments of its  
more extensive second half 2008 new product lineup.

In the company's international operations, net sales in the second
quarter of 2008 increased 10% to approximately $160 million,
compared to net sales of $145.0 million in the second quarter of
2007.  Excluding the favorable impact of foreign currency
fluctuations, net sales in the second quarter of 2008 increased 5%
compared to the same period last year, reflecting primarily higher
shipments of Revlon color cosmetics products launched in 2008.
Each of the company's international regions, namely, Asia Pacific,
Europe, and Latin America, experienced net sales growth and margin
expansion in the second quarter of 2008 compared to the year-ago
quarter.

Operating income was approximately $60 million in the second
quarter of 2008, versus $16.9 million in the second quarter of
2007.  Net income in the second quarter of 2008 was approximately
$20 million, compared with a net loss of $11.3 million in the
second quarter of 2007.  Adjusted EBITDA was approximately $80
million in the second quarter of 2008, compared to $42.0 million
in the same period last year.

Operating income, net income and Adjusted EBITDA in the second
quarter of 2008 improved significantly compared to the same period
last year, primarily driven by higher net sales and the non-
recurrence of brand support in the second quarter of 2007 related
to the launch of Revlon Colorist hair color.  Operating income and
Adjusted EBITDA in the second quarter of 2008 include a net gain
of approximately $6 million related to the sale of a facility in
Mexico.  The expected full year impact of the sale of the facility
in Mexico will be approximately $4 million, after recording
restructuring and other related charges in the second half of the
year.

Adjusted EBITDA is defined as net earnings before interest, taxes,
depreciation, amortization, gains/losses on foreign currency
transactions, gains/losses on the early extinguishment of debt and
miscellaneous expenses.  The company's management utilizes
Adjusted EBITDA as an operating performance measure in conjunction
with GAAP measures, such as net income and gross margin calculated
in accordance with GAAP.

                        About Revlon Inc.

Headquartered in New York City, Revlon Inc. (NYSE: REV)
-- http://www.revloninc.com/-- is a worldwide cosmetics, hair  
color, beauty tools, fragrances, skincare, anti-
perspirants/deodorants and personal care products company.  The
company's brands, which are sold worldwide, include Revlon(R),
Almay(R), Mitchum(R), Charlie(R), Bozzano(R), Gatineau(R) and
Ultima II(R).

At March 31, 2008, the company's consolidated balance sheet showed
$882.6 million in total assets and $2.0 billion in total
liabilities, resulting in a $1.1 billion total stockholders'
deficit.


ROCKFORD RIBS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rockford Ribs, L.L.C.
        1315 Franklin Grove Rd.
        Dixon, IL 61021
        dba Damon's Grill

Bankruptcy Case No.: 08-72339

Chapter 11 Petition Date: July 24, 2008

Court: Northern District of Illinois (Rockford)

Debtor's Counsel: Bradley J. Waller, Esq.
                     Email: bwaller@ksbwl.com
                  Klein Stoddard Buck Waller & Lewis
                  2045 Aberdeen Ct.
                  Sycamore, IL 60178
                  Tel: (815) 748-0380
                  Fax: (815) 748-4030
                  http://www.ksbwl.com/

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

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

A copy of Rockford Ribs, LLC's petition is available for free at:

            http://bankrupt.com/misc/ilnb08-72339.pdf


SEMGROUP ENERGY: Omnibus Agreement with SemGroup LP Has Terminated
------------------------------------------------------------------
SemGroup Energy Partners, L.P. (the Partnership) disclosed in a
regulatory 8-K filing Thursday that as a result of the
reconstitution of the five-member board of directors at SGLP's
General Partner (SemGroup Energy Partners G.P., L.L.C.), to
include two representatives from Manchester Securities Corp., one
from Alerian Financial Partners, LP, and two existing independent
directors, SemGroup, L.P.'s obligation to provide Partnership
services under the Amended Omnibus Agreement has terminated.

Manchester and Alerian effectively took control of the General
Partner, on July 18, 2008.  

Manchester is an investment firm controlled by Elliott Associates,
L.P., which together with its sister fund, Elliott International,
L.P. have more than $10.5 billion of capital under management.  

Alerian is a registered investment advisor that manages portfolios
exclusively focused on midstream energy master limited
partnerships.

In addition, the Partnership's license to use certain trade names
and marks, including the name "SemGroup," has also terminated.  
SemGroup, LP (Parent) has continued to provide services to the
Partnership since the change of control.  The Partnership is
discussing the continued provision of services and the license of
certain trade names and marks with Parent.  Other portions of the
Amended and Restated Omnibus Agreement, including the
indemnification provisions, non-competition restrictions and
rights of first refusal are still in full force and effect.

The Partnership and the general partner of the Partnership are
party to an Amended and Restated Omnibus Agreement, dated Feb. 20,
2008, with SemGroup, L.P. and certain of its subsidiaries.  The
Omnibus Agreement and other agreements address, among other
things, the provision of general and administrative and operating
services to the Partnership.

                    Parent's Bankruptcy Filing

On July 22, 2008, Parent filed a voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware.  
Various subsidiaries of Parent also filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code on such
date.  None of the Partnership, the General Partner, nor any of
the subsidiaries of the Partnership or the General Partner were
included in the Bankruptcy Filings.  

SGLP said Parent's actions related to the bankruptcy filings as
well as Parent's liquidity issues and any corresponding impact
upon the Partnership both before and after the bankruptcy filings
may have in the past and may yet in the future result in events of
default under the Partnership's Amended and Restated Credit
Agreement, dated Feb. 20, 2008, among the Partnership, Wachovia
Bank, National Association, as Administrative Agent, L/C Issuer
and Swing Line Lender, Bank of America, N.A., as Syndication Agent
and the other lenders from time to time party thereto.

The Partnership and its subsidiaries are party to various
agreements with Parent and its subsidiaries, including
subsidiaries that are debtors in the bankruptcy filings.  Under a
Throughput Agreement, the Partnership provides certain crude oil
gathering, transportation, terminalling and storage services to a
subsidiary of Parent that is a debtor in the bankruptcy filings.  
Under a Terminalling and Storage Agreement, the Partnership
provides certain liquid asphalt cement terminalling and storage
services to a subsidiary of Parent that is a debtor in the
bankruptcy filings.  The Partnership derives a substantial
majority of its revenues from Parent and its subsidiaries pursuant
to the Throughput Agreement and the Terminalling and Storage
Agreement.  

Under the terms of the Credit Agreement, an event of default will
occur if Parent or its subsidiaries fail to make payments under
the Throughput Agreement or the Terminalling and Storage
Agreement.  An event of default will also occur under the Credit
Agreement if Parent or its subsidiaries fail to observe or perform
any other term, agreement or condition contained in the agreements
or other material agreements with Parent.  In addition, the
termination of certain provisions of the Amended and Restated
Omnibus Agreement resulted in an event of default under the Credit
Agreement.

As a result of events of default under the Credit Agreement, the
lenders under the Credit Agreement may, among other remedies,
declare all outstanding amounts under the Credit Agreement
immediately due and payable and exercise all rights and remedies
available to the lenders under the Credit Agreement and related
loan documents.  The Partnership is in dialogue with the agent for
the lenders regarding the events of default under the Credit
Agreement, but no assurance can be given as to the outcome of
these discussions.

                           Other Events

On July 21, 2008, the Partnership received a letter from the staff
of the Securities and Exchange Commission notifying the  
Partnership that the SEC is conducting an inquiry relating to the
Partnership and requesting, among other things, that the
Partnership voluntarily preserve, retain and produce to the SEC
certain documents and information relating primarily to the
Partnership's disclosures respecting Parent's liquidity issues,
which were the subject of the Partnership's July 17, 2008 press
release.  The Partnership has retained counsel and intends to
cooperate fully with the staff's inquiry.

On July 21, 2008, a lawsuit styled Poelman v. SemGroup Energy
Partners, L.P., et al., Civil Action No. 08-CV-6477, was filed in
the United States District Court for the Southern District of New
York and, on July 22, 2008, a lawsuit styled Carson v. SemGroup
Energy Partners, L.P., et al., Civil Action No. 08-CV-425, was
filed in the United States District Court for the Northern
District of Oklahoma against the Partnership, the General Partner,
Kevin L. Foxx, Alex Stallings, and Gregory C. Wallace.  

Both cases were filed as putative class actions on behalf of all
purchasers of the Partnership's common units between Feb. 20,
2008, and July 17, 2008.  Plaintiffs allege violations of Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC
Rule 10b-5, resulting in damages to members of the putative class.  
Plaintiffs' specific allegations include that, despite an
obligation to do so, the Defendants failed to disclose between
Feb. 20, 2008, and May 8, 2008 that Parent was engaged in high-
risk crude oil hedging transactions that could affect its ability
to continue as a going concern or that Parent was suffering from
liquidity problems.  The Partnership intends to vigorously defend
these actions.  

On July 23, 2008, the Partnership and the General Partner each
received Grand Jury subpoenas from the United States Attorney's
Office in Oklahoma City, Oklahoma, requiring, among other things,
that the Partnership and the General Partner produce financial and
other records related to the Partnership's July 17, 2008 press
release.  The Partnership and the General Partner have retained
counsel and intend to cooperate fully with this investigation.

On July 17, 2008, SemGroup Energy Partners, L.P. issued a press
release addressing the unusual volume and decrease in its unit
price.  A copy of the press release was filed as Exhibit 99.1 to
the company's Form 8-K filing dated July 18, 2008.

A full-text copy of the July 17, 2008 press release, filed as
Exhibit 99.1 to the company's Form 8-K filing dated July 18 2008,
is available for free at http://researcharchives.com/t/s?3011

                  About SemGroup Energy Partners

Tulsa, Oklahoma-based SemGroup Energy Partners, L.P. (Nasdaq:
SGLP) -- http://www.SGLP.com/-- owns and operates a diversified   
portfolio of complementary midstream energy assets.  SemGroup
Energy Partners provides crude oil and liquid asphalt cement
terminalling and storage services and crude oil gathering and
transportation services.  

As reported in the Troubled Company Reporter on July 21, 2008,
Roy Jacobs & Associates is investigating possible securities law
violations affecting the public shareholders of SemGroup Energy
Partners, L.P.

Roy Jacobs alleged that from the sale of at least 6 million units
at $23.90 per unit on or about Feb. 20, 2008, in an offering
through July 16, 2008, the stock traded at high levels, but
plummeted in price on July 17, 2008.

Roy Jacobs said that on July 17, 2008, after the news had become
known to the market, it was disclosed that the company's parent,
SemGroup L.P. was experiencing liquidity issues and was exploring
various alternatives, including the filing for Bankruptcy
protection.  

Roy Jacobs further stated that the company was spun off from the
parent, but remains materially dependent on the parent.  The
parent owns and controls the company's general partner, and
provides the company with employees to run its operations.  
Simultaneously with the closing of the offering, the company
purchased the parent's asphalt operations for $378 million, using
the proceeds from the offering and a credit line to effect that
transaction.  The parent is the company's only significant
customer.

                          *     *     *

At March 31, 2008, SemGroup Energy Partners, L.P.'s consolidated
balance sheet showed $262.0 million in in total assets and
$316.6 million in total liabilities, resulting in a $54.6 million   
partners' deficit.


SEMGROUP LP: Bankruptcy Won't Affect SemGroup Energy Unit
---------------------------------------------------------
Officials at SemGroup LP's publicly traded affiliate, SemGroup
Energy Partners, LP, assured investors in a conference call on
July 22, 2008, that the company "is a separate entity that
operates under a radically different business model" than that of
its parent, NewsOK.com reported.    

During the conference call, SemGroup Energy's officials laid out
survival strategies for the company, including:

   * Completingg an internal review of all relationships with
     SemGroup LP, which include throughput revenue and
     administrative services.

   * Aggressively seeking out new customers and product volumes
     for its petroleum and asphalt transportation, storage and
     terminalling operations.

   * Developing a new cash flow model independent of the SemGroup
     LP throughput contracts.

   * Pursuing merger and acquisition discussions with interested
     parties.

"We feel confident about the ability of [SemGroup Energy] to
succeed as an independent company," The Journal Record quoted
Kevin Foxx, SemGroup Energy president and CEO, as saying.  "Our
assets remain strategically located and we are making effort to
ensure our assets remain busy and generating cash flow.  We are
diligently focused on expanding third-party diversity of assets
structure.  We want to make sure our assets remain busy, maintain
cash flow."

Mike Brochetti, SemGroup Energy's chief financial officer,
elaborated Mr. Foxx' statement by relating to investors that the
company's second-quarter profits would beat prior guidance, the
Journal Records said.  According to Mr. Brochetti, 80% of
SemGroup Energy's revenues from the second quarter were derived
from its throughput contracts with SemGroup LP.  

Two of SemGroup Energy's investors -- Manchester Securities of
New York and Alerian Capital Management of Dallas -- took control
over the company, after activating a clause in a loan agreement
on which SemGroup LP defaulted on.  

James Carnett, senior portfolio manager with Fredric E. Russell
Investment Management Co., told the Journal Record that SemGroup
still has an ongoing viable business with revenue-producing
assets; however, he said the company still has $295,000,000 in
debt on its balance sheets that is  not related to the parent
company.  The New York Times echoed Mr. Carnett's opinion by
saying that SemGroup LP could still drag SemGroup Energy down
given the present condition of the credit markets.

Shares in SemGroup Energy plunged 50% since July 17, the Wall
Street Journal said.  As of July 22, 2008, SemGroup's common
stock closed at $8.22 per share.  Sempra Energy shares were sold
at $22 apiece in an initial public offering a year ago, Bloomberg
News related.

SemGroup Energy's officials contend that the company's survival
is in the best interest of SemGroup LP, even in bankruptcy court.  
Mr. Brochetti told the Journal Record that SemGroup Energy has
$8,000,000 in receivables from SemGroup LP, of which $2,700,000
is due August 15.  SemGroup Energy also has more than
$400,000,000 of SemGroup LP assets in storage, said Jerry
Parsons, SemGroup Energy's executive vice president of asphalt
operations, told the Journal Record.  

Days before SemGroup LP sought protection under Chapter 11,
several shareholder actions on behalf of a class of investors
were filed against SemGroup Energy.  The lawsuits alleged that
SemGroup LP was in financial difficulty or at high risk for
financial difficulty as a result of its investment in risky
crude oil hedge transactions but hid that situation from
investors in SemGroup Energy.  Rather, the lawsuits said, on or
about February 20, 2008, SemGroup Energy effected a secondary
offering, where it sold 6,000,000 units at $23.90 for proceeds of
$137,000,000, and borrowed substantial funds and purchased
SemGroup LP's asphalt business for $387,000,000.

                       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.

(SemGoup Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *    *

On July 25, 2008, the Troubled Company Reported that Fitch Ratings  
downgraded the ratings of SemGroup, L.P., SemCrude L.P, and
SemCAMS Midstream Co. and simultaneously withdrawn all ratings.  
The withdrawn ratings include Issuer default Rating D assigned to
SemGroup, L.P., SemCrude, L.P., and SemCAMS Midstream Co.  Fitch
Ratings has downgraded, removed from Rating Watch Negative,
and simultaneously withdrawn (a) SemGroup, L.P.'s Senior unsecured
to 'C' from'B/RR3'; (b) SemCrude L.P.'s Senior secured working
capital facility to 'CCC' from 'BB-/RR1'; Senior secured revolving
credit facility to 'CC' from 'B+/RR1'; and Senior secured term
loan B to 'CC' from 'B+/RR1'; and (c) SemCAMS Midstream Co.
(SemCAMS) Senior secured working capital facility to 'CCC' from
'BB-/RR1'; Senior secured revolving credit facility to 'CC' from
'B+/RR1'; and Senior secured term loan B to 'CC' from 'B+/RR1'.

Also, 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.

Further, Fitch Ratings 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.


SEMGROUP LP: Affiliates Seek Protection Under CCAA (Canada)
-----------------------------------------------------------
SemGroup L.P. affilates filing petitions under the Companies'
Creditors Arrangement Act:

     Applicant                       File No.
     ---------                       --------
     SemCAMS ULC                    0801-08685
     SemCanada Crude Company        0801-08510

CCAA Petition Date: July 22, 2008

Canadian Court: Court of Queen's Bench of Alberta
                Judicial District of Calgary

Canadian Judge: Honorable Madame Justice Romaine

Applicants' Solicitors:  A. Robert Anderson, Q.C., Esq.
                         Kelly Bourasa, Esq.
                         Blake, Cassels & Graydon LLP
                         3500, 855 - 2nd Street Southwest
                         Calgary, AB T2P 4J8
                         Tel No.: (403) 260-9624
                         Fax No.: (403) 260-9700

CCAA Monitor: Ernst & Young, Inc.

                 Applicants Obtain CCAA Stay Order

SemCAMS ULC and SemCanada Crude Company sought and obtained an
order for creditor protection under the Companies' Creditors
Arrangement Act before the Honourable Madame Justice Romaine in
the Court of Queen's Bench of Alberta, in the Judicial District
of Calgary, Canada.

Until and including August 21, 2008, creditors and parties-in-
interest are prohibited from commencing or continuing any action
against the Applicants, their directors and officers, or Ernst &
Young, Inc., as the proposed CCAA Monitor, except with the
written consent of the Applicants and the Monitor, or with leave
of the Canadian Court.  

The Applicants will remain in possession and control of their
current and future assets, undertakings, and properties,
including all their proceeds.  The Applicants will continue to
carry on business including, but not limited to, operation of
their three sour natural gas processing plants known as the
Kaybob South No. 3 Gas Plant, the Kaybob South Amalgamated Plant
Nos. 1 and 2, and the West Whitecourt Gas Plant, and their sweet
natural has processing plant known as West Fox Creek Plant, as
well as all associated gas gathering and transportation
pipelines.

The Applicants will continue to hire employees, consultants, and
other professionals they deem necessary in the ordinary course of
business, to assist the Applicants in their restructuring, and
continue to pay these employees and professionals in the ordinary
course of business.  The Applicants are authorized, but not
directed, to pay all expenses necessary for the preservation of
their properties and businesses provided that those capital
expenditures will not exceed $5,000,000 in the aggregate for
SemCAMS and $1,000,000 in the aggregate for SemCanada Crude.

The Applicants are given the right to:

   (a) permanently or temporarily cease, downsize, or shut down
       any of their business or operations and to dispose of
       redundant or non-material assets not exceeding $250,000,
       in any one transaction, or $1,000,000 in the aggregate;

   (b) terminate the employment of employees or temporarily lay
       off employees as the Applicants may deem appropriate;

   (c) vacate, abandon, or quit any leased premises or repudiate
       any real property lease and any ancillary agreements
       relating to any leased premises;

   (d) pursue all avenues of refinancing and offers for material
       parts of the Applicants' business or property, in whole or
       in part;

   (e) repudiate those arrangements that the Applicants deem
       appropriate; and

   (f) settle claims of any of their customers and suppliers that
       in dispute.

SemCAMS is permitted to borrow and repay from SemCanada Crude
intercompany advances not exceeding $15,000,000, unless permitted
by the Canadian Court.

The Applicants will indemnify their directors and officers from
all costs and expenses except to the extent of a director's or
officer's breach of fiduciary duties or gross negligence.  The
directors and officers of the Applicants will be entitled to a
director's charge not exceeding $3,000,000, for SemCAMS and not
exceeding $1,000,000 for SemCanada Crude as security for the
indemnity.  The D&O will only be entitled to the Director's
Charge to the extent they do not have coverage under by D&O's
insurance policy.

                       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.

(SemGoup Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *    *

On July 25, 2008, the Troubled Company Reported that Fitch Ratings  
downgraded the ratings of SemGroup, L.P., SemCrude L.P, and
SemCAMS Midstream Co. and simultaneously withdrawn all ratings.  
The withdrawn ratings include Issuer default Rating D assigned to
SemGroup, L.P., SemCrude, L.P., and SemCAMS Midstream Co.  Fitch
Ratings has downgraded, removed from Rating Watch Negative,
and simultaneously withdrawn (a) SemGroup, L.P.'s Senior unsecured
to 'C' from'B/RR3'; (b) SemCrude L.P.'s Senior secured working
capital facility to 'CCC' from 'BB-/RR1'; Senior secured revolving
credit facility to 'CC' from 'B+/RR1'; and Senior secured term
loan B to 'CC' from 'B+/RR1'; and (c) SemCAMS Midstream Co.
(SemCAMS) Senior secured working capital facility to 'CCC' from
'BB-/RR1'; Senior secured revolving credit facility to 'CC' from
'B+/RR1'; and Senior secured term loan B to 'CC' from 'B+/RR1'.

Also, 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.

Further, Fitch Ratings 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.


SEMGROUP LP: Ceases as White Cliffs Manager Over GECC Loan Default
------------------------------------------------------------------
General Electric Capital Corp., as administrative agent for a
group of lenders on a $120,000,000 loan, on July 18, 2008,
notified SemGroup L.P. and its debtor-affiliates that they are in
default under the prepetition secured loan, and that all of
SemCrude Pipeline, L.L.C.'s membership interest in non-debtor
White Cliffs Pipeline, LLC, ceased and became vested in GECC.

Under the prepetition loan agreement, SemCrude Pipeline pledged
and granted a security interest in substantially all of its
assets, including its membership interest in White Cliffs, to
GECC as security for the loans.  The loan agreement provides that
upon occurrence of an event of default, all of SemCrude
Pipeline's membership interest rights in White Cliff will cease
and become vested in GECC.  

As a result of the Debtors' default under the loan agreements,
GECC removed SemCrude Pipeline as manager of White Cliffs and
appointed PE-Pipeline Services, L.L.C., as successor manager.

According to GECC's counsel, Kurt F. Gwynne, Esq., at Reed Smith
LLP, in Wilmington, Delaware, there is substantial and actual
controversy that exists between GECC and the Debtors as to:

   (1) whether GECC properly exercised its rights under the loan
       agreements by appointing a new manager for White Cliff;
       and

   (2) whether White Cliff is the holder of the equitable
       interests in the construction and other contracts relating
       to the crude oil pipeline and its related facilities being
       constructed by White Cliff or the contracts are property
       of the Debtors.

Accordingly, GECC and PE-Pipeline asked the U.S. Bankruptcy Court
for the District of Delaware to declare that (i) their actions
were lawful, valid, and binding on the parties; (ii) PE-Pipeline
has been validly appointed as the successor manager of White
Cliff; (iii) control of White Cliff, including management of its
day-to-day operations, has passed from SemCrude Pipeline to PE-
Pipeline; (iv) White Cliff is holder of the equitable interests in
the Project Contracts; and (v) the equitable interests are not
property of the estate of the Debtors.

GECC and PE-Pipeline also asked the Court to (i) enjoin the
Debtors taking any action to gain control over White Cliff's
assets; (ii) order the Debtors to cooperate with PE-Pipeline in
its efforts to operate White Cliff; and (iii) confirm PE-
Pipeline's ability, while the Adversary Proceeding is pending, to
take all acts necessary to preserve the current status quo,
protect the value of White Cliff and its assets, and continue
White Cliff's ongoing business operations including performance of
the Project Contracts.

Mr. Gwynne told the Court that despite repeated demands, SemCrude
Pipeline has not recognized PE-Pipeline as the successor manager
for White Cliff and refused to cooperate with PE-Pipeline in its
demand for access to White Cliff, including its books and records.  
He asserts that it is essential to White Cliff's business that
performance under the Project Contracts not be affected by the
Debtors' bankruptcy filings.

Mr. Gwynne further asserted that the Debtors' refusal to recognize
PE-Pipeline as new manager for White Cliff is wrongful and
contrary to applicable contracts and law, and risk immediate and
irreparable harm to GECC and PE-Pipeline.

                       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.

(SemGoup Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *    *

On July 25, 2008, the Troubled Company Reported that Fitch Ratings  
downgraded the ratings of SemGroup, L.P., SemCrude L.P, and
SemCAMS Midstream Co. and simultaneously withdrawn all ratings.  
The withdrawn ratings include Issuer default Rating D assigned to
SemGroup, L.P., SemCrude, L.P., and SemCAMS Midstream Co.  Fitch
Ratings has downgraded, removed from Rating Watch Negative,
and simultaneously withdrawn (a) SemGroup, L.P.'s Senior unsecured
to 'C' from'B/RR3'; (b) SemCrude L.P.'s Senior secured working
capital facility to 'CCC' from 'BB-/RR1'; Senior secured revolving
credit facility to 'CC' from 'B+/RR1'; and Senior secured term
loan B to 'CC' from 'B+/RR1'; and (c) SemCAMS Midstream Co.
(SemCAMS) Senior secured working capital facility to 'CCC' from
'BB-/RR1'; Senior secured revolving credit facility to 'CC' from
'B+/RR1'; and Senior secured term loan B to 'CC' from 'B+/RR1'.

Also, 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.

Further, Fitch Ratings 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.


SHAW GROUP: S&P Lifts Rating to BB+ on Good Cash Flow Generation
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on The Shaw
Group Inc., including the corporate credit rating to 'BB+' from
'BB'.  Baton Rouge, Louisiana-based Shaw is a leading global
provider of engineering and construction, fabrication,
environmental and industrial services.  The outlook is stable.
      
"The upgrade reflects Shaw's good cash flow generation, sizable
cash balance and the continuation of favorable prospects in its
end markets," said Standard & Poor's credit analyst Dan Picciotto.  
The company's reported backlog has grown to be greater than
$16 billion, which excludes much of the work related to several
nuclear project awards it has received this year.
     
The ratings on Shaw continue to reflect the company's weak
business risk profile marked by thin operating margins and
exposure to cyclical end markets, which is offset by the company's
leading market positions in some segments and good scope of
operations.  The company's financial risk profile benefits from
improved cash balances and recently good cash flow generation.
     
Shaw's reporting segments are fossil and nuclear (37% of revenues
through the nine months ended May 31, 2008), environmental and
infrastructure (21%), energy and chemicals (18%), maintenance
(16%), and the smaller, but growing, fabrication and manufacturing
group (8%), which boasts good profitability.  Many of Shaw's end
markets are experiencing cyclical upturns, which supports good
intermediate-term growth prospects.  As a result, Shaw's backlog
was more than $16 billion at May 31, 2008.  However, the cyclical
nature of the company's end markets could contribute to the
erosion of its operating performance in a downturn.  Although
operating margin (before depreciation and amortization) has
improved, it remains thin, approaching 6% for the 12 months ended
May 31, 2008.
     
Shaw's credit measures have improved and funds from operations to
total debt for the 12 months ended May 31, 2008, is greater
than 70% (not including the debt associated with the 2006
acquisition of 20% of Westinghouse Electrical Co. for which the
company holds put option rights).  For the rating, Standard &
Poor's expects FFO to total debt of about 30%, in addition to
sufficient liquidity at all points in the cycle.  The company has
previously supplemented organic revenue growth with niche and
strategic acquisitions.  Standard & Poor's expects the company to
finance future transactions in a manner consistent with its
expectations at the current ratings.
     
A revision of the outlook to positive or an upgrade could occur if
Shaw can sustain its recently good operating performance,
demonstrates a disciplined financial policy and develops a track
record of solid accounting and corporate governance.  A revision
of the outlook to negative or a downgrade could occur if operating
performance weakens meaningfully or if the company pursues more
aggressive financial policies.


SIMDAG-ROBEL LLC: Files Schedules of Assets & Liabilities
---------------------------------------------------------
SimDag/Robel LLC filed with the U.S. Bankruptcy Court for the
Middle District of Florida, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $21,500,000
  B. Personal Property               $172,801
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $12,981,096
  E. Creditors Holding
     Unsecured Priority
     Claims                                               $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $24,066,444
                                  -----------    -----------
     TOTAL                        $21,672,801    $37,047,540

                        About SimDag-Robel

Tampa, Florida-based SimDag/Robel, LLC, owns and operates a real
estate business.  The Debtor filed its Chapter 11 petition on
June 17, 2008 (Bankr. M.D. Fla. Case No. 08-08804).  Judge K.
Rodney May presides over the case.  Adam L. Alpert, Esq., and
Jeffrey W. Warren, Esq., at Bush Ross, P.A., represent the Debtor
in its restructuring efforts.  The Debtor estimated assets between
$10 million and $50 million and debts between $10 million and
$50 million.  The Debtor listed Jerry Barnett/Miguel Alfredo/Ron
Yutrenka and Kevin Brodsky as its largest unsecured creditors;  
each is owed $1,600,000.


SIMDAG-ROBEL LLC: Wants to Hire Bush Ross as Bankruptcy Counsel
---------------------------------------------------------------
SimDag/Robel LLC asks permission from the U.S. Bankruptcy Court
for the Middle District of Florida to employ Bush Ross P.A. as its
general bankruptcy counsel.

Bush Ross will, among others, give the Debtor legal advice with
respect to its powers and duties as debtor-in-possession,
represent the Debtor in any negotiations with potential financing
sources, and represent the Debtor in the preparation of any plans
of reorganization and disclosure statements.

Documents submitted to the Court did not reveal the firm's hourly
rates for services rendered to the Debtor.

Jeffrey W. Warren, Esq., an attorney at Bush Ross, assures the
Court that the firm does not represent any interest that is
materially adverse to the Debtor's estates.

Tampa, Florida-based SimDag/Robel, LLC, owns and operates a real
estate business.  The Debtor filed its Chapter 11 petition on
June 17, 2008 (Bankr. M.D. Fla. Case No. 08-08804).  Judge K.
Rodney May presides over the case.  Adam L. Alpert, Esq., and
Jeffrey W. Warren, Esq., at Bush Ross, P.A., represent the Debtor
in its restructuring efforts.  The Debtor estimated assets between
$10 million and $50 million and debts between $10 million and
$50 million.  The Debtor listed Jerry Barnett/Miguel Alfredo/Ron
Yutrenka and Kevin Brodsky as its largest unsecured creditors;  
each is owed $1,600,000.


SOLO CUP: Moody's Assigns Stable B3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Speculative Grade Liquidity
Rating of SGL-2 to Solo Cup Company.  Concurrently, Moody's also
affirmed Solo Cup's B3 Corporate Family Rating and stable outlook.  
The SGL-2 liquidity rating reflects Solo Cup's adequate cash flow,
covenant cushion and availability under credit facilities.  Solo
Cup's liquidity has been improved through the reduction in debt
from the proceeds of asset sales and positive free cash flow
generation from cost management and the divestiture of less
profitable product lines.  Funds from operations are expected to
cover all cash needs over the next four quarters with the
exception of the seasonally heavy first quarter which will require
a modest draw on the revolver (depending upon resin prices).  Free
cash flow is expected to be sufficient for a modest level of debt
reduction.  Additional asset sales pending are bound by covenant
to be applied to further debt reduction.  The company is expected
to maintain adequate cushion under its interest coverage ratio and
leverage ratio covenant tests despite significant covenant step
downs into year end 2008.  Solo Cup has exceeded expectations year
to date resulting in better than projected cushion under financial
covenants.

The SGL-2 rating remains sensitive to the company's level of funds
from operations and cushion under financial covenants.  A
significant negative variance in operating performance would
pressure the rating.  Moody's ratings incorporate an expectation
that the company will continue to maintain adequate cushion under
its covenants, generate sufficient cash flow to cover the majority
of cash needs, complete all asset sales before year end, and
require only modest borrowings under its revolver.

Headquartered in Highland Park, Illinois, Solo Cup Company is one
of the largest domestic manufacturers of disposable paper and
plastic food and beverage containers used in the foodservice and
retail consumer markets.  Products include cups, lids, straws,
napkins, cutlery, and plates. Annual revenues were about
$2.1 billion for the 12 months ended March 30, 2008.  The
corporate family rating is B3 and the ratings outlook is stable.


SOPHIA MEIMAROGLOU: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sophia Meimaroglou
        1460 62 W. Fargo
        Chicago, IL 60626

Bankruptcy Case No.: 08-18941

Chapter 11 Petition Date: July 24, 2008

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Keevan D. Morgan, Esq.
                  Email: slh158@yahoo.com
                  Morgan & Bley, Ltd.
                  900 W. Jackson Blvd.
                  Chicago, IL 60607
                  Tel: (312) 243-0006 Ext. 29
                  Fax: (312) 243-0009

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/ilnb08-18941.pdf


STRATLAND ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Lead Debtor: Stratland Enterprises of Buckeye, Inc.
             6501 E. Greenway Pkwy., Ste. 103-482
             Scottsdale, AZ 85254

Bankruptcy Case No.: 08-09297

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Stratland Enterprises of Coolidge, LLC     08-09299
        Stratland Enterprises of Goodyear, Inc.    08-09300
        Stratland Estates, LLC                     08-09301

Chapter 11 Petition Date: July 24, 2008

Court: District of Arizona (Phoenix)

Debtors' Counsel: Joseph E. Cotterman, Esq.
                     Email: jec@gknet.com
                  Gallagher & Kennedy, P.A.
                  2575 E. Camelback Rd.
                  Phoenix, AZ 85016-9225
                  Tel: (602) 530-8000
                  Fax: (602) 530-8500
                  http://www.gknet.com/

Stratland Enterprises of Buckeye, Inc's Financial Condition:

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

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

The Debtors did not file lists of their largest unsecured
creditors.


TABERNACLE CHRISTIAN: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------
Debtor: Tabernacle Christian Church
        2500 E. Washington Street
        Suffolk, VA 23434

Bankruptcy Case No.: 08-72477

Type of Business: The Debtor is a church.

Chapter 11 Petition Date: July 24, 2008

Court: Eastern District of Virginia (Norfolk)

Judge: Stephen C. St. John

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  Email: jliberatore@mclfirm.com
                  Marcus, Crowley & Liberatore, P.C.
                  1435 Crossways Blvd., Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  http://www.mskpc.com/

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/vaeb08-72477.pdf


TARGA RESOURCES: S&P's 'BB' Rating Unmoved by New Commodity Swaps
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Targa
Resources Partners L.P. (BB-/Stable/--) are unaffected by the
announcement that the company unwound and entered into new
commodity swaps at higher prices for a portion of its natural gas
liquids and natural gas hedges in 2008-2010.  The cost to unwind
the swaps is not expected to harm Targa's liquidity or financial
metrics.  The new swaps, which directly hedge natural gas, natural
gas liquids, and crude oil price exposures, require no posted
collateral, minimizing liquidity risk.  

S&P views Targa's policy not to use crude oil as a proxy hedge for
NGLs as supportive of credit, because the recent weakening in the
correlation between NGL prices and the price of crude can expose a
company to large out-of-the-money hedge positions.  S&P expects
the higher hedged prices to generate more favorable cash flows
over the next year, and the company should maintain robust
distribution coverage through the end of 2008.


TAYLOR DIAGNOSTIC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Taylor Diagnostic Laboratory, Inc.
        dba ATS Testing Laboratory
        dba Lincoln Clinical Laboratory
        dba Lincoln Laboratory
        P.O. Box 22194
        Owensboro, KY 42304

Bankruptcy Case No.: 08-40946

Chapter 11 Petition Date: July 24, 2008

Court: Western District of Kentucky (Owensboro)

Debtor's Counsel: Mark R. Little, Esq.
                  44 Union St.
                  Madisonville, KY 42431
                  Tel: (270) 821-0110
                  Fax: (270) 821-9901
                  Email: mrlittle@bellsouth.net

Estimated Assets: Less than $50,000,000

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

A copy of Taylor Diagnostic Laboratory, Inc's petition is
available for free at:

      http://bankrupt.com/misc/kywb08-40946.pdf


THORNBURG MORTGAGE: T. Cooley Replaces Resigned Director in Board
-----------------------------------------------------------------
On July 14, 2008, Stuart C. Sherman resigned from the Board of
Directors of Thornburg Mortgage Inc.

On July 17, 2008, Thomas F. Cooley was elected by the Board to
fill the vacancy on the Board.  Mr. Cooley will serve as a Class
III director for a term ending at the annual meeting of
shareholders to be held in 2009.  Mr. Cooley was also appointed to
the Audit Committee of the Board.

In connection with the financing transaction that the company
entered into on March 31, 2008, for the sale of senior
subordinated secured notes, warrants to purchase shares of the
company's common stock and a participation interest in certain of
the company's mortgage-related assets (the Financing Transaction),
and pursuant to the Warrant Agreement, dated as of March 31, 2008,
among the company and the warrant holders signatories thereto, the
company agreed to cause the Board to consist of 10 directors,
subject to future increase or decrease in accordance with the
company's bylaws and the Warrant Agreement.

Under the Warrant Agreement, the company agreed that MP TMA LLC,
MP TMA (Cayman) LLC and their respective affiliates (collectively,
the MP Entities) may designate up to three directors, depending on
the MP Entities' level of beneficial ownership in unexercised
warrants, warrant shares or other shares of the Company's common
stock.  In addition, the company agreed to appoint to the Board
designees of two investors party to the Warrant Agreement other
than the MP Entities.

On April 22, 2008, the MP Entities designated two directors, David
J. Matlin and Mark R. Patterson, who continue to serve on the
Board.  Based on the MP Entities' current beneficial ownership
levels in unexercised warrants, warrant shares or other shares of
the company's common stock, the MP Entities continue to have the
right to designate one additional director at this time.  On
July 17, 2008, one of the investors party to the Warrant Agreement
other than the MP Entities designated Mr. Cooley to serve on the
Board and the investors other than the MP Entities continue to
have the right to designate one additional director at this time.

                  About Thornburg Mortgage Inc.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family            
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

At March 31, 2008, the company's consolidated balance sheet showed
$30.8 billion in total assets, $31.9 billion in total liabilities,
and $1.0 billion in preferred stock, resulting in a $2.1 billion  
stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on June 27, 2008,
Moody's Investors Service affirmed Ca and C senior debt and
preferred stock ratings, respectively of Thornburg Mortgage Inc.
Thornburg's Ca debt rating remains under review for possible
downgrade.

Moody's said that Thornburg's efforts to raise capital to avoid
default under its repo agreements have resulted in the
reconfiguration of its balance sheet with adverse impact on its
debt and preferred equity holders.


TOYS 'R' US: Fitch Holds Ratings on Operating Strategy Success
--------------------------------------------------------------
Fitch Ratings has affirmed its ratings on Toys 'R' Us, Inc. as:

Toys 'R' Us, Inc.
  -- Issuer Default Rating 'B-';
  -- Senior Unsecured Notes 'CCC-/RR6'.

Toys 'R' Us, Delaware
  -- IDR 'B-';
  -- Secured revolver 'B/RR3';
  -- Secured term loan 'CCC+/RR5';
  -- Unsecured term loan 'CCC/RR6';
  -- Senior unsecured notes 'CCC/RR6'.

TRU 2005 RE Holding Co.
  -- IDR 'B-';
  -- Structured credit facility 'B/RR3'.

Toys 'R' Us (UK) Ltd.
  -- IDR 'B-';
  -- Multicurrency sec. revolver 'B/RR3'.

The Rating Outlook is Stable.  TOY had $6 billion in debt
outstanding at May 3, 2008.

The affirmations reflect TOY's successful operating strategy which
has resulted in continued improvement in the operating performance
at TOY's U.S. toy segment and steady performance in the
international toy and Babies 'R' Us segments.  The ratings also
reflect TOY's highly leveraged balance sheet, the intense
competition in toy retailing, and the possibility of a recurrence
of toy safety concerns.

In 2006 and 2007, TOY's U.S. toy segment reported positive
comparable store sales after five years of negative comparable
store sales as a result of exclusive product offerings, good
customer service and the company's juvenile strategy of providing
additional outlets for Babies 'R' Us products while driving
incremental traffic to Toys 'R' Us locations.  This strategy
involves the conversion of existing Toys 'R' Us stores into Toys
'R' Us and Babies 'R' Us side-by-side stores, building new stores
in this format and expanding the juvenile section in existing toy
stores, with products available in Babies 'R' Us stores.

In addition, the company's international toy and Babies 'R' Us
segments continued to achieve low- to mid-single-digit comparable
store sales growth during the same time period.  However, first-
quarter 2008 comparable store sales were negative in the
international and U.S. toy segments due to a calendar shift in
Japan and weakness in some product categories.  Nevertheless,
inventory management efforts have resulted in operating EBIT
margin expansion of 50 basis points to 4.7% in the last 12 months
ending May 3, 2008 from 4.2% in 2007.  TOY's EBIT margin was 2.9%
in 2005.  As a result, TOY's credit metrics have strengthened with
LTM adjusted debt/EBITDAR decreasing to 6.4 times from 6.8x in
2006, but leverage remains high.  In addition, LTM EBITDAR
coverage of interest and rent increased to 1.6x from 1.4x in 2006.

Fitch anticipates gradual operating performance improvement this
year as the company continues implementing its juvenile strategy,
including rolling out more Toys 'R' Us and Babies 'R' Us side-by-
side stores and remodeling the existing store base to improve the
shopping experience.  In addition, increased sales of higher-
margin baby products and management's efforts to control costs
should help expand operating profit margins over time.

Of concern is the strong competition in the toy retailing
business. TOY competes with a number of retailers, including other
toy retailers, discounters, and catalog and Internet businesses.
Fitch expects price competition will continue to be intense this
holiday season as retailers promote heavily to drive traffic into
the stores.  In addition, the company's operating performance
could be negatively affected in the event toy safety concerns were
to resurface, resulting in toy recalls.

The ratings of the various classes of debt listed above reflect
their respective recovery prospects.  Fitch's recovery analysis
assumed an enterprise value of $4.5 billion in a distressed
scenario.  Applying this value across the capital structure
results in good recovery prospects (51%-70%) for the asset-based
revolvers which are secured by inventory, receivables and certain
Canadian real estate in North America and all assets in Europe.
The secured term loan is secured by intellectual property and
second liens on accounts receivable and inventory of TOY-Delaware
and the guarantors, and have below average recovery prospects
(11%-30%).  The senior unsecured notes at TOY-Delaware have poor
recovery prospects (less than 10%).  The senior unsecured notes at
the holding company level are structurally subordinated, and are
rated 'CCC-/RR6', also reflecting poor recovery prospects (less
than 10%) in a distressed case.


TRIZETTO GROUP: Moody's Assigns Stable B1 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned to TriZetto Group, Inc. first
time corporate family and probability of default ratings (CFR and
PDR) of B1.  Concurrently, Moody's assigned Ba3 ratings to
TriZetto's proposed $78 million Term Loan A, $315 million Term
Loan B, and $65 million revolving credit facility.  The rating
outlook is stable.

On April 11, 2008, TriZetto disclosed that it had entered into a
definitive agreement to be acquired and taken private by Apax
Partners for approximately $1.4 billion.  On July 14, 2008, the
company's shareholders approved the proposed acquisition.  The
specific instrument ratings assigned incorporate both the PDR and
loss given default (LGD) rates for the individual securities.  
These are subject to change should the mix of capital change upon
the close of the transaction.

The B1 corporate family rating reflects the strength of TriZetto's
market position as a leading provider of I.T. solutions to
healthcare payers, favorable industry dynamics marked by the need
to upgrade legacy software platforms and improve administrative
efficiency, a stable customer base, and its unique
customer/investor relationship with BlueCross BlueShield (BCBS) of
Tennessee and Regence, which potentially provides incremental
sales opportunities with other BCBS organizations.  The rating is
supported by a recurring revenue model that should withstand
economic cycles given the ongoing need for medical care, its
competitive product portfolio, sticky customer relationships,
mission critical nature of its products, and high switching costs.

The rating is constrained by TriZetto's high leverage arising from
the LBO transaction, relatively modest size in a highly
competitive and rapidly changing healthcare niche with formidable
large-scale competitors, and consolidation risk of healthcare
payer organizations which could reduce the number of existing or
potential customers.

The stable rating outlook reflects the company's solid operating
performance given its leading market position and deeply-
entrenched customer base secured by long term contracts.  Moody's
expects the company to generate consistent free cash flow and that
the company will pay down debt before making any significant
acquisitions.

Ratings/assessments assigned:

  -- Corporate family rating of B1;
  -- Probability-of-default rating of B1;

  -- $78 million secured Term Loan A facility due 2014 of Ba3 (LGD
     3, 34%);

  -- $315 million secured Term Loan B facility due 2015 of Ba3
     (LGD 3, 34%);

  -- $65 million secured revolving credit facility expires 2014 of
     Ba3 (LGD 3, 34%);

Headquartered in Newport Beach, California, TriZetto Group, Inc.
is a leading provider of I.T. solutions that enable payers and
other constituents in the healthcare supply chain to improve the
coordination of benefits and care for healthcare consumers.


TRM CORP: Approves Amendment to 2005 Omnibus Stock Incentive Plan
-----------------------------------------------------------------
Effective July 10, 2008, pursuant to shareholder approval, TRM
Corp. approved an amendment to its 2005 Omnibus Stock Incentive
Plan to increase the number of shares of the company's common
stock available for issuance under such plan by 1,000,000 shares.

                         About TRM Corp.

Headquartered in Portland, Ore., TRM Corporation (OTC: TRMM)
-- http://www.trm.com/-- is a consumer services company that    
provides convenience ATM services in high-traffic consumer
environments.  TRM operates the second largest non-bank ATM
network in the United States.

As reported in the Troubled Company Reporter on May 22, 2008, the
company's consolidated balance sheet at March 31, 2008, showed
$97.8 million in total assets, $82.5 million in total liabilities,
$1.5 million in minority interest, and $13.8 million in total
stockholders' equity.

                       Going Concern Doubt

McGladrey & Pullen LLP, in Blue Bell, Pa., expressed substantial
doubt about TRM Corp.'s ability to continue as a going concern
after auditing the company's considated financial statements for
the year ended Dec. 31, 2007.  The auditing firm reported that the
incurred net losses in 2006 and 2007 of approximately
$120.0 million and $8.0 million, respectively.  

The auditing firm added that it is uncertain if 2008 operations
will generate sufficient cash to enable the company to comply with
the covenants of the company's loan agreements and to pay its
obligations on an ongoing basis.  In addition, the auditing firm
said that a default under the company's financing agreement with
GSO Origination Funding Partners LP may render the debt callable
and trigger the cross-default provision in TRM Inventory Funding
Trust's Loan and Servicing Agreement.

After borrowing $11.0 million under the Lampe Loan Facility in
April 2008 and the repayment of the remaining balance with GSO,
the company has eliminated its position of default that could have
triggered additional cross defaults raising questions about its
ability to continue as a going concern.


TROPICAL INN: Wants to Employ Buddy Ford as Bankruptcy Counsel
--------------------------------------------------------------
Tropical Inn Inc. asks permission from the U.S. Bankruptcy Court
for the Middle District of Florida to employ Buddy D. Ford P.A. as
its bankruptcy counsel.

Buddy Ford, Esq., an attorney at the firm, will, among others,
give the Debtor legal advice with respect to its powers and duties
as debtor-in-possession.

Mr. Ford tells the Court that he will charge the Debtor an hourly
rate of $300.  He further assures the Court that the firm does not
represent any material interest that would be adverse to the
Debtor's estate.

Based in Naples, Florida, Tropical Inn Inc. develops real estate
property.  The company filed for Chapter 11 protection on June 13,
2008 (Bankr. M.D. Fla. Case No. 08-08651).  Buddy D. Ford, Esq.,
at Buddy D. Ford P.A., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $15,115,010, and total debts of
$11,729,420.


VANTAGE LOFTS: Taps Acceleron Group as Financial Advisor
--------------------------------------------------------
Vantage Lofts LLC seeks authority from the U.S. Bankruptcy Court
for the District of Nevada to emPloy the Acceleron Group LLC as
its financial consultant.

Acceleron Group will, among others, assist the Debtor in
negotiating with creditors and assistance in resolving disputes
with the Debtor's lenders, and assist the Debtor in obtaining
debtor-in-possession financing and to work with the DIP lender
throughout the construction of the Debtor's condominium project.

The Debtor tells the Court that Acceleron Group has received a
retainer of $10,000 before the bankruptcy filing, and wishes to
retain Dr. Kenneth W. Wiles and Leonard Kep Sweeney, the
professionals who will conduct financial advisory services, under
a monthly retainer of $30,000.

The Debtor says that, to the best of its knowledge, the firm does
not represent any interest that is adverse to the its estates.

Based in Las Vegas, Nevada, Vantage Lofts LLC --
http://www.vantagelofts.com/-- builds and develops property.  The   
company file for Chapter 11 protection on June 20, 2008 (Bankr. D.
Nev. Case No.08-16586).  Matthew L. Johnson, Esq., Matthew L.
Johnson & Associates P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
against its creditors, it listed total assets of $45,100,104 and
total debts of $72,459,622.


VERIFONE HOLDINGS: NYSE Grants Continued Listing Until October 31
-----------------------------------------------------------------
VeriFone Holdings Inc. has been granted an additional period for
continued listing and trading on the New York Stock Exchange
through Oct. 31, 2008, subject to reassessment on an ongoing
basis.  During this period the company's trading on the New York
Stock Exchange will remain unaffected.  If VeriFone does not make
the required filings during this additional period, the NYSE could
either grant a further additional extension or move forward to
initiate suspension and delisting procedures.

VeriFone is continuing to work diligently on completing the
restated financial statements and related disclosures for the
three quarterly periods being restated and its Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q for the fiscal
periods subsequent to July 31, 2007 and will make the required
filings as soon as practicable.

                   About VeriFone Holdings, Inc.

Headquartered in San Jose, California, VeriFone Holdings, Inc.
(NYSE: PAY) -– http://www.verifone.com-- is a provider in secure  
electronic payment solutions.  VeriFone provides expertise,
solutions and services that add value to the point of sale with
merchant-operated, consumer-facing and self-service payment
systems for the financial, retail, hospitality, petroleum,
government and healthcare vertical markets.  VeriFone solutions
are designed to meet the needs of merchants, processors and
acquirers in developed and emerging economies worldwide.


WACHOVIA BANK: Moody's Cuts Rating on Class H $41.2MM Notes to Ba2
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
and placed four classes of Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-
C20 on review for possible downgrade.

  -- Class D, $68,697,000, currently rated A2; on review for
     possible downgrade

  -- Class E, $41,218,000, currently rated A3; on review for
     possible downgrade

  -- Class F, $41,218,000, downgraded to Baa2 from Baa1; on review
     for possible downgrade

  -- Class G, $32,059,000, downgraded to Baa3 from Baa2; on review
     for possible downgrade

  --Class H, $41,218,000, downgraded to Ba2 from Baa3

Moody's downgraded Classes F, G and H and placed Classes D, E, F
and G on review for possible downgrade due to expected losses
associated with the specially serviced Macon & Burlington Mall
Pool Loan ($137.7 million - 4.1%).  The loan is secured by the
borrower's interest in two regional malls containing a total of
1.8 million square feet located in Macon, Georgia (1.4 million
square feet) and Burlington, North Carolina (419,000 square feet).  
The Macon Mall has an in-line occupancy rate of approximately
74.0% and is anchored by Sears, Dillard's Belk, JC Penney and
Macy's.  The Burlington Mall has an in-line occupancy rate of
approximately 53.0% and is anchored by Sears.  Both centers have
been impacted by increased competition which has resulted in
significant tenant turnover.

The loan was transferred to special servicing in March 2008.  The
borrower is in monetary default as of June 11, 2008.  The special
servicer has engaged a receiver for both properties and has
initiated foreclosure proceedings.  In July 2008 the special
servicer recognized an $80.0 million appraisal reduction.  Moody's
will continue to monitor the special servicer's efforts to
stabilize the properties.


WASHINGTON MUTUAL: Analysts Predict Capital Need After $3BB Loss
----------------------------------------------------------------
Piper Jaffray Cos. analyst Robert Napoli and analysts at Merrill
Lynch & Co. and Friedman Billings Ramsey Group Inc. said
Washington Mutual Inc. may need more capital, according to Ari
Levy of Bloomberg News.

                   $3.33 Second Quarter Net Loss

WaMu announced on July 22 a second quarter 2008 net loss of
$3.33 billion as it significantly increased its loan loss reserves
by $3.74 billion to $8.46 billion. The quarter's loss compares
with the first quarter net loss of $1.14 billion and net income of
$830 million during the second quarter of 2007. The quarter's
financial results reflect an elevated level of provisioning due in
large part to changes in the company's provisioning assumptions in
response to continued declines in housing prices nationwide. These
changes had the effect of accelerating provisions into the
quarter. The quarter's provision was $5.9 billion compared with
$2.2 billion of net charge-offs. The company now expects the
remaining cumulative losses in its residential mortgage portfolios
to be toward the upper end of the range it disclosed in April, and
continues to expect 2008 to be the peak year for provisioning.

The company's tangible equity to total tangible assets capital
ratio increased during the second quarter to 7.79 percent from
6.40 percent in the first quarter, resulting in approximately
$7 billion of capital in excess of its targeted 5.50 percent
level. The increase reflects the effects of the $7.2 billion
capital raise, the reduction of the company's balance sheet by
$10 billion and the loss for the quarter. The company also
maintained strong levels of liquidity during the quarter, with
over $40 billion of readily available liquidity at quarter end.

"In the face of unprecedented housing and mortgage market
conditions, we are continuing to execute on a comprehensive plan
designed to ensure that we have strong capital and liquidity, an
appropriately-sized expense base and a strong, profitable retail
franchise," said WaMu Chief Executive Officer Kerry Killinger.
"Our recent $7.2 billion capital raise, combined with the other
proactive steps we have taken this quarter to strengthen our
banking franchise and further expense reductions, continue to move
us toward achieving these goals."  

Killinger also said that the company now expects to realize
annualized cost savings of approximately $1 billion which will
contribute to improved pretax, pre-provision earnings. "We remain
confident that we have sufficient capital to successfully manage
our way through this challenging period," Mr. Killinger added.

The company reported a second quarter diluted loss per share of
$6.58, which included a previously disclosed one-time earnings per
share reduction in the amount of $3.24 related to the company's
capital issuance in April. Excluding this one-time reduction, the
company's second quarter loss per common share was $3.34. This
non-cash reduction in earnings per share, which resulted in a
reclassification within stockholders' equity, had no effect on the
company's capital ratios or the net loss recorded in the second
quarter.

A full-text copy of the company's second quarter report is
available for free at http://ResearchArchives.com/t/s?3007

                        Analysts' Comments

Mr. Napoli cut his rating to "sell" in a report on July 23 because
the Seattle-based lender's balance sheet is "burdened with high-
risk mortgage loans," according to Bloomberg.  Friedman Billings
Ramsey analyst Paul Miller told Bloomberg Television in an
interview: "At some point WaMu is going to have to come back to
the capital markets."  Mr. Miller rates the shares "underperform,"
the report says.

Merrill Lynch analyst Kenneth Bruce in San Francisco cut his
rating to "underperform" on Wednesday, citing the likelihood of
$27 billion in cumulative losses through 2010 and a tangible
equity ratio in 2011 that's below a "self-imposed floor,"
according to Bloomberg.

Citing the company's financial statements for the period ending
June 30, Gimme Credit analyst Kathleen Shanley wrote that "many
creditors have quietly been pulling funds" from WaMu, according to
Anastasija Johnson and Jonathan Stempel of Reuters.  

                      WaMu Spokesman's Response

A WaMu spokesman responded to Ms. Shanley's statement stating the
company does not need to rely on funding from outside sources,
reports say. "As we stated publicly months ago, Washington Mutual
funds all of its business through its banking operations and does
not rely on commercial paper," the spokesman added, according to
MarketWatch.  The MarketWatch report noted that the thrift stopped
using commercial paper roughly a year ago.  It also noted that at
end of June, WaMu had more than $40 billion in liquidity, or
access to cash and other assets that can be easily converted to
cash.

WaMu shares fell 20 percent or $1.17 to $4.65 at 4:02 p.m. in New
York Stock Exchange composite trading on Wednesday, the report
notes. The stock has tumbled 66 percent this year. in New York
trading, according to the report.

As reported by the Troubled Company Reporter on July 15, in
response to the uncertainty in the marketplace, WaMu said it
significantly exceeds all regulatory well-capitalized minimums for
depository institutions and has excess liquidity of more than $40
billion, The Wall Street Journal reported.  

As reported by the TCR on July 24, Moody's Investors Service
placed the ratings of WaMu, having a Baa3 senior unsecured rating,
and Washington Mutual Bank, having a C- financial strength rating
of, Baa2 long term deposit rating, and Prime-2 short term rating,
under review for downgrade.

The review follows WaMu's reported $3.3 billion loss for the
second quarter of 2008.  During its review, Moody's will assess
the affect of Wamu's recent and expected operating performance on
its financial flexibility.

                   About Washington Mutual Inc.

Washington Mutual Inc. (NYSE: WM) -- http://www.wamu.com/-- is a      
consumer and small business banking company with operations in
United States markets. The Company is a savings and loan holding
company.  It owns two banking subsidiaries, Washington Mutual Bank
and Washington Mutual Bank fsb, as well as numerous non-bank
subsidiaries.  The company operates in four segments: the Retail
Banking Group, which operates a retail bank network of 2,257
stores in California, Florida, Texas, New York, Washington,
Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada,
Utah, Idaho and Connecticut; the Card Services Group, which
operates a nationwide credit card lending business; the Commercial
Group, which conducts a multi-family and commercial real estate
lending business in selected markets, and the Home Loans Group,
which engages in nationwide single-family residential real estate
lending, servicing and capital markets activities.


WATERBROOK PENINSULA: Section 341(a) Meeting Scheduled for Aug. 5
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of
Waterbrook Peninsula LLC's creditors on Aug. 5, 2008, at 3:30
p.m., at the U.S. Courthouse, 299 East Broward Boulevard, Suite
411, in Fort Lauderdale, Florida.

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

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

Based in Deerfield Beach, Florida, Waterbrook Peninsula LLC
develops real estate property.  The company filed for Chapter 11
protection on June 25, 2008 (Bankr. S.D. Fla. Case No. 08-18603).  
When the Debtor filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million, and estimated
debts of $10 million to $50 million.


WATERBROOK PENINSULA: Can Hire Messana as Counsel on the Interim
----------------------------------------------------------------
Waterbrook Peninsula LLC obtained interim permission from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Messana Weinstein & Stern P.A. as its bankruptcy counsel.

Messana Weinstein is expected to, among others, advise the Debtor
with respect to its powers and duties as debtor-in-possession, and
assist the Debtor in formulating its plan of reorganization and
disclosure statement.

Thomas M. Messana, Esq., a partner at Messan Weinstein, told the
Court that the firm's professionals bill these hourly rates:

      Thomas M. Messana         $460
      Scott Underwood           $285
      Attorneys              $225 - $460
      Paralegals             $105 - $165

Mr. Messana assured the Court that the firm is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Based in Deerfield Beach, Florida, Waterbrook Peninsula LLC
develops real estate property.  The company filed for Chapter 11
protection on June 25, 2008 (Bankr. S.D. Fla. Case No. 08-18603).  
When the Debtor filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million, and estimated
debts of $10 million to $50 million.


WATERSTONE LLC: Taps Cecilia Rosenauer as Bankruptcy Counsel
------------------------------------------------------------
Waterstone LLC asks permission from the U.S. Bankruptcy Court for
the District of Nevada to employ Cecilia L. Rosenauer Ltd. as its
bankruptcy counsel.

Cecilia L. Rosenauer, Esq. will, among others, examine and prepare
record and reports in the Debtor's Chapter 11 case, give legal
advice to the Debtor with regards to its powers and duties as
debtor-in-possession, assist the Debtor in crafting its plan of
reorganization and related disclosure statement.

Ms. Rosenauer tells the Court that the firm's professionals bill
these hourly rates:

      Cecilia L. Rosenauer           $350
      Contract Attorneys             $200
      Legal Assistants                $95

Ms. Rosenauer assures the Court that the firm is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Sparks, Nevada-based Waterstone LLC filed for Chapter 11
protection on June 15, 2008 (Bankr. D. Nev. Case No. 08-50954).  
When the company filed for protection from its creditors, it
listed $10 million to $50 million in estimated assets, and less
than $50,000 in estimated debts.


WINDY CITY: Section 341(a) Meeting Scheduled for July 29
--------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Windy
City Group LLC's creditors on July 29, 2008, at 3:00 p.m., at the
U.S. Trustee Meeting Room, 230 North First Avenue, Suite 102, in
Phoenix, Arizona.

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

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

Scottsdale, Arizona-based Windy City Group LLC filed for Chapter
11 protection on June 18, 2008 (Bankr. D. Ariz. Case No. 08-
07274).  Tim Coker, Esq., at the Coker Law Office, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets of $10
million to $50 million, and estimated debts of $10 million to $50
million.


WINDY CITY: Wants to Employ Tim Coker as Bankruptcy Counsel
-----------------------------------------------------------
Windy City Group LLC obtained permission from the U.S. Bankruptcy
Court for the District of Arizona to employ Tim Coker, Esq., as
its bankruptcy counsel.

Mr. Coker is expected to, among others, give the Debtor legal
advice regarding its rights and powers as debtor-in-possession,
prepare the Debtor's schedules, statements, motions, and other
documents, and assist the Debtor in coming up with a plan of
reorganization and disclosure statement.

Mr. Coker told the Court that he will charge the Debtor an hourly
rate of $200 for his services.  He further assured the Court that
he is disinterested as that term is defined in Section 101(14) of
the U.S. Bankruptcy Code.

Scottsdale, Arizona-based Windy City Group LLC filed for Chapter
11 protection on June 18, 2008 (Bankr. D. Ariz. Case No. 08-
07274).  When the Debtor filed for protection from its creditors,
it listed estimated assets of $10 million to $50 million, and
estimated debts of $10 million to $50 million.


* S&P Says NY MTA in Short Supply of Options to Deal with Deficits
------------------------------------------------------------------
New York's Metropolitan Transportation Authority expects deficits
for the foreseeable future, and its options to deal with them are
in short supply, says a report published today by Standard &
Poor's Ratings Services.  The report, entitled "When New York's
Metropolitan Transit Authority Battles Deficits, All Is Fare,"
says that the authority is planning on increasing fares in 2009,
on top of one this year.
     
"The preliminary budget and operating plan reflect the region's
weaker economy and the effects of rising fuel costs and declining
real estate tax revenues," said Standard & Poor's credit analyst
Laura Macdonald.  MTA is already dealing with rising debt service
costs and a limited ability to look to either the city or the
state for further financial assistance, given their own funding
problems.  "The authority has traditionally been able to control
shortfalls through a variety of measures.  As in the past, MTA is
projecting deficits and is faced with limited options to balance
its budget," Ms. Macdonald added.
     
On July 23, MTA management presented to its board of directors its
preliminary 2009 budget and operating plan for fiscals 2010-2012.  
This is the first time the MTA is forecasting operating results
for fiscal 2012.
     
The governor has appointed a commission to study the agency's
finances in hopes of finding a long-term solution, but that report
isn't expected until November 2008.


* Fitch Reviews & Holds All Outstanding Dealer Floorplan ABS Notes
------------------------------------------------------------------
Fitch Ratings conducted its annual review of all outstanding U.S.
dealer floorplan asset-backed securities and affirmed all
outstanding dealer floorplan notes.

Fitch will release an annual dealer floorplan research report
early next week detailing the structure and performance of the 18
outstanding series issued by the six trusts listed below.  The
report will provide an overview of the dealer floorplan ABS
sector, details transaction mechanics, describe key performance
variables, summarize performance trends, and discusses Fitch's
outlook for the sector for the remainder of 2008.

Based on the performance of the transactions, Fitch affirmed the
following classes of notes listed below:

CNH Wholesale Master Owner Trust:
  -- Series 2006-1 class A notes at 'AAA';
  -- Series 2006-1 class B notes at 'A'.

DaimlerChrysler Master Owner Trust:
  -- Series 2005-C term notes at 'AAA';
  -- Series 2006-A term notes at 'AAA'.

Ford Credit Floorplan Master Owner Trust A:
  -- Series 2006-3 class A notes at 'AAA';
  -- Series 2006-3 class B notes at 'A';
  -- Series 2006-4 class A notes at 'AAA';
  -- Series 2006-4 class B notes at 'A'.

GE Dealer Floorplan Master Note Trust:
  -- Series 2005-2 class A notes at 'AAA';
  -- Series 2005-2 class B notes at 'A';
  -- Series 2005-2 class C notes at 'BBB';
  -- Series 2006-1 class A notes at 'AAA';
  -- Series 2006-1 class B notes at 'A';
  -- Series 2006-1 class C notes at 'BBB';
  -- Series 2006-2 class A notes at 'AAA';
  -- Series 2006-2 class B notes at 'A';
  -- Series 2006-2 class C notes at 'BBB';
  -- Series 2006-3 class A notes at 'AAA';
  -- Series 2006-3 class B notes at 'A';
  -- Series 2006-3 class C notes at 'BBB';
  -- Series 2006-4 class A notes at 'AAA';
  -- Series 2006-4 class B notes at 'A';
  -- Series 2006-4 class C notes at 'BBB';
  -- Series 2007-1 class A notes at 'AAA';
  -- Series 2007-1 class B notes at 'A';
  -- Series 2007-1 class C notes at 'BBB';
  -- Series 2007-2 class A notes at 'AAA';
  -- Series 2007-2 class B notes at 'A';
  -- Series 2007-2 class C notes at 'BBB'.

Superior Wholesale Inventory Financing Trust (SWIFT):
  -- SWIFT VIII series 2003-A term notes at 'AAA';
  -- SWIFT VIII series 2003-A term certificates at 'A+';
  -- SWIFT VIII series 2004-A term notes at 'AAA';
  -- SWIFT X series 2004-A class A notes at 'AAA';
  -- SWIFT X series 2004-A class B notes at 'A';
  -- SWIFT X series 2004-A class C notes at 'BBB';
  -- SWIFT XI series 2005-A class A notes at 'AAA';
  -- SWIFT XI series 2005-A class B notes at 'A';
  -- SWIFT XI series 2005-A class C notes at 'BBB+';
  -- SWIFT XI series 2005-A class D notes at 'BB+';
  -- SWIFT 2007-AE-1 class A notes at 'AAA';
  -- SWIFT 2007-AE-1 class B notes at 'A+';
  -- SWIFT 2007-AE-1 class C notes at 'BBB+';
  -- SWIFT 2007-AE-1 class D notes at 'BB+'.

SWIFT Master Auto Receivables Trust (SMART):
  -- SMART series 2007-2 class A notes at 'AAA';
  -- SMART series 2007-2 class B notes at 'A+';
  -- SMART series 2007-2 class C notes at 'BBB+';
  -- SMART series 2007-2 class D notes at 'BB+';
  -- SMART series 2007-2 class E notes at 'NR'.
     (NR - Not Rated)


* S&P: Investment-Grade Composite Credit Spread Higher at 256 Bps
-----------------------------------------------------------------
Standard & Poor's U.S. investment-grade composite credit spread is
currently elevated at 256 basis points, almost 30% wider than at
the beginning of the year.  With continued pressure on financial
institutions and banks, investment-grade credit spreads are
expected to remain range-bound at present, high levels.
     
Standard & Poor's U.S. speculative-grade composite credit spread
is elevated at 721 bps, 9 bps tighter than yesterday's spread but
70% wider than the five-year moving average.  Speculative-grade
credit spreads are poised for continued volatility, commensurate
with an escalation in speculative-grade defaults over the course
of this year.



* S&P Still Expects a Mild, But Long Recession
----------------------------------------------
S&P still expects a mild, but long, recession, said Standard &
Poor's Senior Economist Beth Ann Bovino in a Web cast.  And while
housing starts saw signs of life in June, a change in government
code largely explains the good news.  Although industrial
production was surprisingly strong, post-strike production helped
explain the bounce.

The stimulus payments came out earlier than expected and appear to
have been spent more quickly than expected, which has helped the
economy.  However, higher oil prices have increased the squeeze on
consumers, and financial markets remain tighter than anticipated.  
The result will be that the recession comes a bit later than
Standard & Poor's originally expected but it is still coming.
Standard & Poor's expects the Fed to move quickly to raise rates
once the risk of recession seems past but doesn't expect them to
be certain of that until mid 2009.


* S&P Chips Ratings on 71 Tranches from 81 Cash Flow & Hybrid CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 71
tranches from 18 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 53 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P affirmed its 'AAA' rating on Ischus Mezzanine CDO IV Ltd. and
removed it from CreditWatch with negative implications.  The
ratings on 18 of the downgraded tranches remain on CreditWatch
with negative implications, indicating a significant likelihood of
further downgrades.  The CreditWatch placements primarily affect
transactions for which a significant portion of the collateral
assets currently have ratings on CreditWatch negative or have
significant exposure to assets rated in the 'CCC' category.
     
The 71 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $13.413 billion. Eight of the 18 affected
transactions are high-grade structured finance CDOs of asset-
backed securities, which are CDOs collateralized at origination
primarily by 'AAA' through 'A' rated tranches of residential
mortgage-backed securities and other SF securities.  The other 10
transactions are mezzanine SF CDOs of ABS, which are
collateralized in large part by mezzanine tranches of RMBS and
other SF securities.  The CDO downgrades reflect a number of
factors, including credit deterioration and recent negative rating
actions on U.S. subprime RMBS securities.
     
At the same time, S&P lowered its ratings on two tranches from two
U.S. synthetic CDO transactions.  The rating on one of the
downgraded tranches remains on CreditWatch negative.  The two
downgraded U.S. synthetic CDO tranches have a total issuance
amount of $170 million.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
have lowered its ratings on 3,428 tranches from 817 U.S. cash
flow, hybrid, and synthetic CDO transactions as a result of stress
in the U.S. residential mortgage market and credit deterioration
of U.S. RMBS.  In addition, 1,688 ratings from 530 transactions
are currently on CreditWatch negative for the same reasons.  In
all, we have downgraded $375.844 billion of CDO issuance.
Additionally, S&P's ratings on $50.808 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of future downgrades.
     

                          Rating Actions

                                           Rating
                                           ------
  Transaction              Class      To            From
  -----------              -----      --            ----
Alpha Mezz CDO 2007-1 Ltd  SupSrSwap  B-/Watch Neg  A+/Watch Neg
Alpha Mezz CDO 2007-1 Ltd  II         CC            BB+/Watch Neg
Alpha Mezz CDO 2007-1 Ltd  III        CC            B+/Watch Neg
Alpha Mezz CDO 2007-1 Ltd  IV         CC            B+/Watch Neg
Alpha Mezz CDO 2007-1 Ltd  V          CC            CCC+/Watch Neg
Ballyrock ABS CDO
2007-1 Ltd.               A-1a       BB/Watch Neg  AAA/Watch Neg
Ballyrock ABS CDO
2007-1 Ltd.               A-1b       CCC/Watch Neg BBB/Watch Neg
Ballyrock ABS CDO
2007-1 Ltd.               S       B-/Watch Neg  AA/Watch Neg
Ballyrock ABS CDO
2007-1 Ltd.               A-2        CC            BB-/Watch Neg
Ballyrock ABS CDO
2007-1 Ltd.               B          CC            B-/Watch Neg
Ballyrock ABS CDO  
2007-1 Ltd.               C          CC            CCC/Watch Neg
Brookville CDO I Ltd.      A-1     CCC-/Watch Neg   BB-/Watch Neg
Brookville CDO I Ltd.      A-2        CC            CCC/Watch Neg
Coliseum SPC
Chalfont 2007-1
Segregated Portfolio      Notes      CCC+          BBB-/Watch Neg
Coliseum SPC
US $120,000,000
Floating Rate Notes
FACTS 2007-I              Notes   B-/Watch Neg     A+/Watch Neg
Commodore CDO V Ltd.       A1A        B-            BBB/Watch Neg
Commodore CDO V Ltd.       A1B        B-            BBB/Watch Neg
Commodore CDO V Ltd.       A2         CC            BB+/Watch Neg  
Commodore CDO V Ltd.       A3         CC            BB-/Watch Neg  
Commodore CDO V Ltd.       B          CC            CCC-/Watch Neg
E*Trade ABS CDO VI Ltd.    A-1S    CCC-/Watch Neg   B/Watch Neg
E*Trade ABS CDO VI Ltd.    A-1J       CC            CCC+/Watch Neg
E*Trade ABS CDO VI Ltd.    A-2        CC            CCC-/Watch Neg
Euler ABS CDO I Ltd.       A-1        B-            A-/Watch Neg   
Euler ABS CDO I Ltd.       A-2        CCC-          BB+/Watch Neg  
Euler ABS CDO I Ltd.       A-3        CC            B/Watch Neg    
Euler ABS CDO I Ltd.       B          CC            B-/Watch Neg   
Euler ABS CDO I Ltd.       C          CC            CCC+/Watch Neg
Euler ABS CDO I Ltd.       D          CC            CCC/Watch Neg  
Euler ABS CDO I Ltd.       E          CC            CCC/Watch Neg  
Euler ABS CDO I Ltd.       F          CC            CCC-/Watch Neg
High Grade Structured
Credit CDO 2007-1         CP      CCC-/C/Watch Neg BB+/B/WatchNeg
High Grade Structured
Credit CDO 2007-1         A-2        CC            B/Watch Neg
High Grade Structured
Credit CDO 2007-1         A-3        CC            CCC-/Watch Neg
High Grade Structured
Credit CDO 2007-1         A-1A    CCC-/C/Watch Neg BB+/B/WatchNeg
High Grade Structured
Credit CDO 2007-1         A-1B    CCC-/Watch Neg   BB+/Watch Neg
Highridge ABS CDO II Ltd.  A-1S    BB+/Watch Neg    AA+/Watch Neg  
Highridge ABS CDO II Ltd.  A-1J    CCC/Watch Neg    B+/Watch Neg   
Highridge ABS CDO II Ltd.  A-2        CC            B/Watch Neg
Highridge ABS CDO II Ltd.  A-3        CC            B-/Watch Neg
Highridge ABS CDO II Ltd.  B          CC            CCC-/Watch Neg
Ischus Mezzanine CDO
IV Ltd.                   SprSrSwap  BBBsrs        A+srs/WatchNeg
Ischus Mezzanine CDO
IV Ltd.                   A-1        CCC           BBB-/Watch Neg
Ischus Mezzanine CDO
IV Ltd.                   A-2        CC            B/Watch Neg
Ischus Mezzanine CDO
IV Ltd.                   A-3        CC            CCC+/Watch Neg
Jupiter High Grade CDO
VII Ltd.                  A-1     CCC-/Watch Neg   BB/Watch Neg
Jupiter High Grade CDO
VII Ltd.                  A-2        CC            CCC+/Watch Neg
Jupiter High Grade CDO
VII Ltd.                  A-3        CC            CCC-/Watch Neg
Jupiter High-Grade CDO
V Ltd.                    A-2        CC            CCC-/Watch Neg
Kleros Preferred Funding
III Ltd.                  A-1        CC            CCC/Watch Neg  
Kleros Preferred Funding
III Ltd.                  A-2        CC            CCC-/Watch Neg
Kleros Real Estate CDO
II Ltd.                   A-1A       B-/Watch Neg  BB/Watch Neg
Kleros Real Estate CDO
II Ltd.                   A-1B       CC            CCC+/Watch Neg
Kleros Real Estate CDO
II Ltd.                   A-2        CC            CCC/Watch Neg  
Kleros Real Estate CDO
II Ltd.                   B          CC            CCC-/Watch Neg
Maxim High Grade CDO
I Ltd.                    A1      CCC-/Watch Neg   B/Watch Neg
Maxim High Grade CDO
I Ltd.                    A2         CC            CCC/Watch Neg
Maxim High Grade CDO
I Ltd.                    A3         CC            CCC-/Watch Neg
Pacific Pinnacle CDO Ltd.  A-1LA   B/Watch Neg      BBB/Watch Neg  
Pacific Pinnacle CDO Ltd.  A-1LB   CCC-/Watch Neg   CCC+/Watch Neg
Pacific Pinnacle CDO Ltd.  A-1LC      CC            CCC-/Watch Neg
Palmer ABS CDO 2007-1 Ltd. A-1        CC            B/Watch Neg    
Stack 2006-1 Ltd.          I          B-            BBB-/Watch Neg
Stack 2006-1 Ltd.          II         CCC           BB/Watch Neg   
Stack 2006-1 Ltd.          III        CC            B+/Watch Neg   
Stack 2006-1 Ltd.          IV         CC            B/Watch Neg    
Stack 2006-1 Ltd.          V          CC            CCC+/Watch Neg
Stack 2006-1 Ltd.          VI         CC            CCC-/Watch Neg
Stillwater ABS CDO
2006-1 Ltd.               A-1     B+/Watch Neg     AA-/Watch Neg  
Stillwater ABS CDO
2006-1 Ltd.               A-2     CCC-/Watch Neg   BB/Watch Neg   
Stillwater ABS CDO
2006-1 Ltd.               A-3        CC            B-/Watch Neg   
Stillwater ABS CDO
2006-1 Ltd.               B          CC            CCC+/Watch Neg
Stillwater ABS CDO
2006-1 Ltd.               C          CC            CCC/Watch Neg   

       Rating Affirmed and Removed from Creditwatch Negative

                                           Rating
                                           ------
   Transaction                Class      To        From
   -----------                -----      --        ----
Ischus Mezzanine CDO IV Ltd.  X          AAA       AAA/Watch Neg  


* Moody's: Support to Fannie Mae and Freddie Mac Proves Resiliency
------------------------------------------------------------------
While providing assistance to Fannie Mae and Freddie Mac might
test the resiliency of the U.S. government balance sheet, it would
not endanger the U.S. government's strong Aaa rating, according to
a special report by Moody's Investors Service.  Other risks, such
as more bank failures and their effect on the FDIC, could
potentially also weaken the government's balance sheet, although
this is not now Moody's forecast.

"This report looks at the numbers involved, including a stress
scenario, to conclude that the prospective issuance of bonds by
the Treasury to cover Fannie and Freddie's losses would result in
a only small percentage increase in gross bond issuance, and a
relatively small increase in federal government debt" Steven Hess,
Moody's vice president and author of the report, said .

"The two agencies are considered contingent liabilities of the
government by Moody's not necessarily because of their legal
status as government-sponsored enterprises but because of their
size--'too big to fail'—-and the socio-economic role they play in
the housing market," Mr. Hess continued.

While the risk of Fannie and Freddie is not considered to pose a
threat to the U.S. government's bond rating, other tests of the
resiliency of the U.S. government balance sheet come from the
health of the financial system more generally, especially
resulting from the weak housing market.  The failure of any large
financial institutions and the solvency of the FDIC are among
those risks, although at this time Moody's does not expect these
to materialize.

Mr. Hess said the level of debt is not the most important
indicator of the creditworthiness of Aaa-rated countries, which
can usually support a higher level of debt than other countries.  
Other attributes of top-rated countries include a high degree of
economic resilience, government balance-sheet flexibility, strong
and credible institutions, and unquestioned government access to
finance, including under plausible stress scenarios.  Thus,
although it is difficult to quantify the contingent liabilities
resulting from increased risks, there is a high degree of balance-
sheet flexibility to deal with them.

The on-balance-sheet liabilities of the two mortgage finance
companies total about $800 billion each, while their guarantee
portfolios together total $3.9 trillion, bringing total
liabilities and guarantees to $5.5 trillion.  This is slightly
larger than the existing federal government debt held by the
public, which is $5.3 trillion.  Moody's believes only a small
portion of these liabilities, if any, will be transferred to the
government's balance sheet.

The report offers a stress scenario--much higher than Moody's
baseline scenario or the recently release Congressional Budget
Office estimate of $25 billion in losses--of cumulative credit
losses approaching $200 billion, which would equate to
approximately 5% of the their combined guarantee portfolios.

"Losses of $200 billion are outside any realistic stress scenario
evaluated by Moody's financial institutions analysts, but we
nonetheless looked at a number eight times higher than the CBO's
figure to see what it would mean for government finance," Mr. Hess
said.

If the Treasury were to issue $200 billion in bonds to finance all
of the Fannie Mae and Freddie Mac's losses under the stress
scenario, this would increase the ratio of gross federal
government debt to GDP from 36.5% to 38.1%, a small increase in
already moderate levels.  The ratio of debt to revenue, which
Moody's considers an important indicator in government financial
analysis, would increase from 207.6% to 215.4%.

While potential increased debt as a result of assistance to Fannie
and Freddie is manageable, the other risks to the government's
balance sheet remain.  At this time, they don't look likely to be
realized, but Moody's believes the government has enough financial
flexibility to deal with these risks and maintain its Aaa rating.


* Lodging Industry Feels Pressure as People Cuts Travel Spending
----------------------------------------------------------------
The trouble that high oil prices has brought to many industries
has now reached the U.S. lodging sector.  People are now cutting
on travel in response to record prices in commodities, leaving
many lodging companies vacant, reports say.  

                    Marriott International Inc.

Marriott International Inc. and Starwood Hotels & Resorts
Worldwide Inc. have already felt the pressure.  Melinda Peer of
Forbes reports that J.W. Marriott, Jr., chairman of Marriott
International, has admitted that the industry was beginning to see
a significant drop in corporate demand.

In mid July Marriott International reported a 24% drop in profit
to $157 million and predicts a lower yearly profit again.  It also
predicts a 1 percent decrease in U.S. revenue per available room
(RevPAR) this year.  According to Michael S. Rosenwald of the
Washington Post, says that in the boom years starting in 2004,
revenue per available room, or RevPar, jumped as much as 10
percent.  

Mr. Rosenwald reported that Thomas Baltimore, the president of
Bethesda's RLJ Development, one of the largest owners of Marriott
hotels, said Marriott's forecast of potentially negative revenue
per available room growth "is a reasonable assumption based on
what we know."  Marriott fared better internationally, posting
RevPar growth of 15 percent.

                Starwood Hotels & Resorts Worldwide

Starwood Hotels & Resorts Worldwide on Thursday reported earnings
of $105 million, or 56 cents a share, in the second quarter, down
from $145 million, or 67 cents a share.  Its RevPAR in North
America was up 3%.  Including international figures, reported
RevPAR 9.6% higher.

"While international lodging demand remains solid, the economic
picture in the U.S. has continued to deteriorate, with lodging
demand dropping significantly in May," Starwood CEO Frits van
Paasschen said in the earnings report.

Mr. Rosenwald also reported a decline in share value of Silver
Spring's Choice Hotels International and InterContinental Hotels
Group.  


* Proskauer Rose-Los Angeles Adds Andrew M. Katzenstein as Partner
------------------------------------------------------------------
Andrew M. Katzenstein has joined Proskauer Rose LLP's Los Angeles
office as a partner in the Personal Planning Department and a
member of its new Fiduciary Litigation Practice Group.

"[Mr. Katzenstein] is a superb lawyer with a sterling reputation."
Bert H. Deixler, head of Proskauer's Los Angeles office, said.  
"He will be a key strategic component of the continued growth of
our Los Angeles office and an integral member of our cross-
disciplinary team,"

Mr. Katzenstein focuses his practice on: estate, gift and
generation-skipping tax planning; income tax issues associated
with trust planning; and probate and trust administration matters,
including resolving disputes between fiduciaries and
beneficiaries.  He also devotes a significant portion of his
practice to assisting charitable organizations.

"[Mr. Katzenstein] is one of the most highly regarded trusts and
estates lawyers in Southern California and is a significant
addition to our already formidable and extremely deep Personal
Planning Department, which extends across the firm's national
platform," Jay D. Waxenberg, chair of Proskauer's Personal
Planning Department, said.

Proskauer's Personal Planning Department works with individual
clients that include business entrepreneurs, corporate executives,
real estate developers, creative and performing artists, owners of
sports franchises, collectors of fine arts and investors in
securities, including those with multi-jurisdictional holdings.

Mr. Katzenstein joins Proskauer from Katten Muchin Rosenman LLP,
where he was a partner in the Los Angeles office.  In addition to
his legal practice, he teaches Estate Tax at UCLA Law School and
is a frequent lecturer on a variety of estate planning and tax-
related topics for the Los Angeles County, Beverly Hills and
California State Bar Associations.  He received his LL.M. from the
University of San Diego, his J.D. from the University of Michigan
Law School and his B.A. from the University of Michigan.

Mr. Katzenstein is the latest partner to join the firm's Los
Angeles office, which recently announced the addition of James C.
Williams, a veteran employee benefits and executive compensation
lawyer.  The firm's Los Angeles office was also named one of the
"Top 10 Southern California Corporate/Transactional Firms" by the
Daily Journal, where it was noted for having one of the fastest
growing transactional practices in the area.

                        About Proskauer Rose

Proskauer Rose LLP, -- http://www.proskauer.com/-- founded in  
1875, is an international law firm providing legal services to
clients worldwide from offices in Boca Raton, Boston, Chicago,
London, Los Angeles, New Orleans, New York, Newark, Paris, Sao
Paulo, and Washington, D.C.  The firm has experience in all areas
of practice important to businesses and individuals including
corporate finance, mergers and acquisitions, general commercial
litigation, corporate governance matters, conducting internal
corporate investigations, white collar criminal defense, private
equity and fund formation, patent and intellectual property
litigation and prosecution, labor and employment law, real estate
transactions, bankruptcy and reorganizations, trusts and estates,
and taxation. Its clients span industries including chemicals,
entertainment, financial services, health care, information
technology, insurance, internet, lodging and gaming,
manufacturing, media and communications, pharmaceuticals, real
estate investment, sports, and transportation.  The firm has more
than 750 lawyers worldwide.


* Christopher Marcus of Weil Gotshal Joins Kirkland & Ellis
-----------------------------------------------------------
Lindsay Fortado of Bloomberg News reports that Christopher Marcus,
a partner at Weil, Gotshal & Manges LLC, has joined restructuring
group Kirkland & Ellis LLP.

According to Bloomberg, Mr. Marcus engaged in the bankruptcy of
WorldCom Inc., Footstar Inc., Silicon Graphics Inc. and Lexington
Precision Corp.  He also advised creditors in the bankruptcy cases
of Calpine Corp., the report adds.

Kirkland & Ellis is working on several largest bankruptcy filing
including Tropicana Entertainment LLC, Sirva Inc., Wellman Inc.,
Leiner Health Products, Kimbal Hill Inc. and Tousa Inc., the
report relates.

On the other hand, Weil Gotshal is representing SemGroup LP who
filed for protection under Chapter 11 on July 22, 2008, the report
notes.  As reported in the Troubled Company Reporter on July 24,
2008, SemGroup listed total asset of $5,429,038,000 and total
debts of $5,033,214,000.

"We are busy with several significant restructurings this
year," Bloomberg quoted Richard Cieri, a senior partner at
Kirkland as saying.  "The addition will allow us to continue to
take on these complex matters."

Weil Gotshal spokesman, Mike Ford, told Bloomberg that it isn't
surprising that other continue to try and recruit lawyers from his
firm.

                  About Weil, Gotshal & Manges

Weil, Gotshal & Manges LLP is an international law firm of over
1,100 lawyers, including approximately 300 partners.  Weil
Gotshal is headquartered in New York, with offices in Austin,
Boston, Brussels, Budapest, Dallas, Frankfurt, Houston, London,
Miami, Munich, Paris, Prague, Providence, Shanghai, Silicon
Valley, Singapore, Warsaw, Washington DC and Wilmington.

Comprised of over 100 attorneys, Weil Gotshal's Business Finance
and Restructuring Department ranks with the largest among U.S.
law firms, and has been involved in virtually every major
bankruptcy case over the last decade, including ENRON, Parmalat,
WorldCom, Global Crossing, and many others.  Lawyers in the
group have been recognized by Chambers Global and other leading
authorities as the gold standard in the Bankruptcy field year
after year, as has the practice itself.

                      About Kirkland & Ellis

Kirkland & Ellis LLP is a 900-attorney law firm representing
global clients in complex litigation, dispute resolution and
arbitration, corporate and tax, workout, insolvency and
bankruptcy, and intellectual property and technology matters.  The
Firm has offices in Washington, Chicago, London, Los Angeles, New
York and San Francisco.


* BOND PRICING: For the Week of July 21 to July 25, 2008
--------------------------------------------------------

Issuer                        Coupon   Maturity   Price
------                        ------   --------   -----
ABC RAIL PRODUCT               10.500%  1/15/2004     0
ABC RAIL PRODUCT               10.500%  12/31/2004  100
ADVANTA CAP TR                  8.990%  12/17/2026   60
AIRTRAN HOLDINGS                7.000%  7/1/2023     63
ALERIS INTL INC                10.000%  12/15/2016   73
ALESCO FINANCIAL                7.625%  5/15/2027    55
ALION SCIENCE                  10.250%  2/1/2015     72
ALLEGIANCE TEL                 11.750%  2/15/2008     7
ALLEGIANCE TEL                 12.875%  5/15/2008     7
AM AIRLN EQ TRST               10.680%  3/4/2013     62
AM AIRLN PT TRST                7.377%  5/23/2019    53
AM AIRLN PT TRST                7.379%  5/23/2016    63
AM AIRLN PT TRST                9.730%  9/29/2014    50
AM AIRLN PT TRST               10.180%  1/2/2013     62
AMBAC INC                       5.950%  12/5/2035    40
AMBAC INC                       6.150%  2/7/2087     23
AMBASSADORS INTL                3.750%  4/15/2027    53
AMD                             5.750%  8/15/2012    66
AMD                             6.000%  5/1/2015     57
AMD                             6.000%  5/1/2015     56
AMER & FORGN PWR                5.000%  3/1/2030     50
AMER AXLE & MFG                 5.250%  2/11/2014    66
AMER AXLE & MFG                 7.875%  3/1/2017     68
AMER COLOR GRAPH               10.000%  6/15/2010    35
AMERICREDIT CORP                0.750%  9/15/2011    59
AMERICREDIT CORP                2.125%  9/15/2013    58
AMES TRUE TEMPER               10.000%  7/15/2012    58
AMR CORP                        9.000%  8/1/2012     54
AMR CORP                        9.000%  9/15/2016    59
AMR CORP                        9.750%  8/15/2021    48
AMR CORP                        9.800%  10/1/2021    42
AMR CORP                        9.880%  6/15/2020    54
AMR CORP                       10.000%  4/15/2021    38
AMR CORP                       10.150%  5/15/2020    50
AMR CORP                       10.200%  3/15/2020    54
AMR CORP                       10.420%  3/15/2011    49
AMR CORP                       10.450%  3/10/2011    50
ANTIGENICS                      5.250%  2/1/2025     62
ASHTON WOODS USA                9.500%  10/1/2015    60
ASPECT MEDICAL                  2.500%  6/15/2014    56
ATHEROGENICS INC                1.500%  2/1/2012      5
ATHEROGENICS INC                4.500%  3/1/2011     11
AVENTINE RENEW                 10.000%  4/1/2017     64
BALLY TOTAL FITN               13.000%  7/15/2011    48
BANK NEW ENGLAND                8.750%  4/1/1999      8
BANK NEW ENGLAND                9.500%  2/15/1996    17
BANK NEW ENGLAND                9.875%  9/15/1999     7
BANKUNITED CAP                  3.125%  3/1/2034     41
BBN CORP                        6.000%  4/1/2012      0
BEARINGPOINT INC                3.100%  12/15/2024   30
BEAZER HOMES USA                6.875%  7/15/2015    70
BELL MICROPRODUC                3.750%  3/5/2024     70
BERRY PLASTICS                 10.250%  3/1/2016     65
BON-TON DEPT STR               10.250%  3/15/2014    55
BORDEN INC                      7.875%  2/15/2023    53
BORDEN INC                      8.375%  4/15/2016    45
BORDEN INC                      9.200%  3/15/2021    69
BORLAND SOFTWARE                2.750%  2/15/2012    69
BOWATER INC                     6.500%  6/15/2013    60
BOWATER INC                     9.375%  12/15/2021   64
BOYD GAMING CORP                6.750%  4/15/2014    69
BRODER BROS CO                 11.250%  10/15/2010   70
BUDGET GROUP INC                9.125%  4/1/2006      0
BURLINGTON NORTH                3.200%  1/1/2045     55
CAPITALSOURCE                   3.500%  7/15/2034    70
CCH I LLC                       9.920%  4/1/2014     51
CCH I LLC                      10.000%  5/15/2014    52
CCH I LLC                      11.125%  1/15/2014    62
CD RADIO INC                    8.750%  9/29/2009     5
CELL THERAPEUTIC                5.750%  12/15/2011   21
CHAMPION ENTERPR                2.750%  11/1/2037    51
CHARMING SHOPPES                1.125%  5/1/2014     67
CHARTER COMM HLD               11.125%  1/15/2011    70
CHARTER COMM LP                 5.875%  11/16/2009   64
CHARTER COMM LP                 6.500%  10/1/2027    41
CHENIERE ENERGY                 2.250%  8/1/2012     35
CIT GROUP INC                   5.000%  2/13/2014    68
CIT GROUP INC                   5.000%  2/1/2015     67
CIT GROUP INC                   5.100%  3/15/2015    55
CIT GROUP INC                   5.100%  9/15/2015    55
CIT GROUP INC                   5.125%  9/30/2014    67
CIT GROUP INC                   5.250%  9/15/2014    68
CIT GROUP INC                   5.300%  8/15/2014    61
CIT GROUP INC                   5.400%  1/30/2016    68
CIT GROUP INC                   5.650%  7/15/2014    63
CIT GROUP INC                   5.650%  2/13/2017    69
CIT GROUP INC                   5.700%  12/15/2016   59
CIT GROUP INC                   5.700%  12/15/2016   60
CIT GROUP INC                   5.750%  3/15/2017    68
CIT GROUP INC                   5.800%  12/15/2016   58
CIT GROUP INC                   5.850%  9/15/2016    71
CIT GROUP INC                   5.850%  3/15/2022    56
CIT GROUP INC                   5.900%  3/15/2022    55
CIT GROUP INC                   5.950%  9/15/2016    69
CIT GROUP INC                   5.950%  2/15/2022    65
CIT GROUP INC                   6.000%  11/15/2016   58
CIT GROUP INC                   6.000%  2/15/2022    53
CIT GROUP INC                   6.000%  5/15/2022    54
CIT GROUP INC                   6.000%  4/1/2036     62
CIT GROUP INC                   6.050%  9/15/2016    55
CIT GROUP INC                   6.100%  6/15/2016    60
CIT GROUP INC                   6.100%  3/15/2067    42
CIT GROUP INC                   6.150%  9/15/2021    51
CIT GROUP INC                   6.250%  9/15/2021    52
CIT GROUP INC                   6.250%  11/15/2021   54
CITIZENS UTIL CO                7.050%  10/1/2046    67
CLAIRE'S STORES                 9.250%  6/1/2015     51
CLAIRE'S STORES                 9.625%  6/1/2015     41
CLAIRE'S STORES                10.500%  6/1/2017     39
CLEAR CHANNEL                   4.900%  5/15/2015    54
CLEAR CHANNEL                   5.000%  3/15/2012    67
CLEAR CHANNEL                   5.500%  9/15/2014    56
CLEAR CHANNEL                   5.500%  12/15/2016   54
CLEAR CHANNEL                   5.750%  1/15/2013    65
CLEAR CHANNEL                   6.875%  6/15/2018    56
CLEAR CHANNEL                   7.250%  10/15/2027   52
COGENT COMMUNICA                1.000%  6/15/2027    58
COLLINS & AIKMAN               10.750%  12/31/2011    0
COMERICA CAP TR                 6.576%  2/20/2037    66
COMPLETE MGMT                   8.000%  8/15/2003   100
COMPUCREDIT                     3.625%  5/30/2025    45
COMPUCREDIT                     5.875%  11/30/2035   39
CONSTAR INTL                   11.000%  12/1/2012    54
CONTL AIRLINES                  8.750%  12/1/2011    64
DECODE GENETICS                 3.500%  4/15/2011    32
DELPHI CORP                     6.500%  8/15/2013    18
DELPHI CORP                     8.250%  10/15/2033    1
DELTA AIR LINES                 8.000%  12/1/2015    40
DENDREON CORP                   4.750%  6/15/2014    70
DEX MEDIA INC                   8.000%  11/15/2013   70
DILLARD DEPT STR                7.875%  1/1/2023     70
EPIX MEDICAL INC                3.000%  6/15/2024    61
EQUISTAR CHEMICA                7.550%  2/15/2026    66
EXODUS COMM INC                 4.750%  7/15/2008     0
EXPRESSJET HLDS                 4.250%  8/1/2023     40
FEDDERS NORTH AM                9.875%  3/1/2014      0
FIFTH THIRD BANC                4.500%  6/1/2018     70
FIFTH THIRD CAP                 6.500%  4/15/2037    65
FIN SEC ASSUR                   6.400%  12/15/2066   62
FINLAY FINE JWLY                8.375%  6/1/2012     36
FINOVA GROUP                    7.500%  11/15/2009   11
FIRST DATA CORP                 4.500%  6/15/2010    60
FIRST DATA CORP                 4.700%  8/1/2013     45
FIRST DATA CORP                 4.850%  10/1/2014    47
FIRST DATA CORP                 4.950%  6/15/2015    42
FIRST DATA CORP                 5.625%  11/1/2011    53
FIVE STAR QUALIT                3.750%  10/15/2026   65
FIVE STAR QUALIT                3.750%  10/15/2026   65
FORD HOLDINGS                   9.300%  3/1/2030     55
FORD HOLDINGS                   9.375%  3/1/2020     59
FORD MOTOR CO                   6.375%  2/1/2029     52
FORD MOTOR CO                   6.500%  8/1/2018     57
FORD MOTOR CO                   6.625%  2/15/2028    45
FORD MOTOR CO                   6.625%  10/1/2028    46
FORD MOTOR CO                   7.125%  11/15/2025   46
FORD MOTOR CO                   7.400%  11/1/2046    50
FORD MOTOR CO                   7.450%  7/16/2031    56
FORD MOTOR CO                   7.500%  8/1/2026     47
FORD MOTOR CO                   7.700%  5/15/2097    49
FORD MOTOR CO                   7.750%  6/15/2043    48
FORD MOTOR CO                   8.875%  1/15/2022    52
FORD MOTOR CO                   8.900%  1/15/2032    54
FORD MOTOR CO                   9.215%  9/15/2021    59
FORD MOTOR CO                   9.950%  2/15/2032    58
FORD MOTOR CO                   9.980%  2/15/2047    62
FORD MOTOR CRED                 5.000%  1/20/2011    69
FORD MOTOR CRED                 5.000%  2/22/2011    69
FORD MOTOR CRED                 5.200%  3/21/2011    49
FORD MOTOR CRED                 5.250%  3/21/2011    66
FORD MOTOR CRED                 5.250%  9/20/2011    62
FORD MOTOR CRED                 5.300%  3/21/2011    64
FORD MOTOR CRED                 5.350%  2/22/2011    68
FORD MOTOR CRED                 5.400%  1/20/2011    68
FORD MOTOR CRED                 5.400%  9/20/2011    63
FORD MOTOR CRED                 5.400%  10/20/2011   67
FORD MOTOR CRED                 5.400%  10/20/2011   63
FORD MOTOR CRED                 5.450%  6/21/2010    69
FORD MOTOR CRED                 5.450%  10/20/2011   67
FORD MOTOR CRED                 5.500%  4/20/2011    67
FORD MOTOR CRED                 5.500%  9/20/2011    62
FORD MOTOR CRED                 5.500%  10/20/2011   68
FORD MOTOR CRED                 5.600%  4/20/2011    66
FORD MOTOR CRED                 5.600%  8/22/2011    63
FORD MOTOR CRED                 5.600%  9/20/2011    68
FORD MOTOR CRED                 5.600%  11/21/2011   68
FORD MOTOR CRED                 5.600%  11/21/2011   62
FORD MOTOR CRED                 5.650%  7/20/2011    64
FORD MOTOR CRED                 5.650%  11/21/2011   68
FORD MOTOR CRED                 5.650%  1/21/2014    55
FORD MOTOR CRED                 5.700%  3/22/2010    70
FORD MOTOR CRED                 5.700%  5/20/2011    69
FORD MOTOR CRED                 5.700%  12/20/2011   63
FORD MOTOR CRED                 5.750%  8/22/2011    66
FORD MOTOR CRED                 5.750%  2/21/2012    66
FORD MOTOR CRED                 5.750%  1/21/2014    50
FORD MOTOR CRED                 5.750%  2/20/2014    50
FORD MOTOR CRED                 5.750%  2/20/2014    56
FORD MOTOR CRED                 5.800%  8/22/2011    65
FORD MOTOR CRED                 5.850%  7/20/2011    66
FORD MOTOR CRED                 5.850%  1/20/2012    68
FORD MOTOR CRED                 5.900%  2/21/2012    59
FORD MOTOR CRED                 5.900%  2/20/2014    53
FORD MOTOR CRED                 6.000%  1/20/2012    63
FORD MOTOR CRED                 6.000%  1/21/2014    58
FORD MOTOR CRED                 6.000%  3/20/2014    54
FORD MOTOR CRED                 6.000%  3/20/2014    53
FORD MOTOR CRED                 6.000%  3/20/2014    55
FORD MOTOR CRED                 6.000%  3/20/2014    53
FORD MOTOR CRED                 6.000%  11/20/2014   50
FORD MOTOR CRED                 6.000%  11/20/2014   52
FORD MOTOR CRED                 6.000%  11/20/2014   50
FORD MOTOR CRED                 6.000%  1/20/2015    53
FORD MOTOR CRED                 6.000%  2/20/2015    57
FORD MOTOR CRED                 6.050%  2/20/2014    50
FORD MOTOR CRED                 6.050%  3/20/2014    55
FORD MOTOR CRED                 6.050%  4/21/2014    55
FORD MOTOR CRED                 6.050%  12/22/2014   53
FORD MOTOR CRED                 6.050%  12/22/2014   59
FORD MOTOR CRED                 6.050%  2/20/2015    47
FORD MOTOR CRED                 6.100%  6/20/2011    70
FORD MOTOR CRED                 6.100%  2/20/2015    51
FORD MOTOR CRED                 6.150%  12/22/2014   49
FORD MOTOR CRED                 6.150%  1/20/2015    56
FORD MOTOR CRED                 6.200%  5/20/2011    69
FORD MOTOR CRED                 6.200%  6/20/2011    66
FORD MOTOR CRED                 6.200%  4/21/2014    58
FORD MOTOR CRED                 6.200%  3/20/2015    50
FORD MOTOR CRED                 6.250%  6/20/2011    69
FORD MOTOR CRED                 6.250%  6/20/2011    65
FORD MOTOR CRED                 6.250%  2/21/2012    64
FORD MOTOR CRED                 6.250%  12/20/2013   51
FORD MOTOR CRED                 6.250%  12/20/2013    6
FORD MOTOR CRED                 6.250%  4/21/2014    60
FORD MOTOR CRED                 6.250%  1/20/2015    53
FORD MOTOR CRED                 6.250%  3/20/2015    53
FORD MOTOR CRED                 6.300%  5/20/2014    54
FORD MOTOR CRED                 6.300%  5/20/2014    60
FORD MOTOR CRED                 6.350%  4/21/2014    57
FORD MOTOR CRED                 6.500%  12/20/2013   55
FORD MOTOR CRED                 6.500%  2/20/2015    58
FORD MOTOR CRED                 6.500%  3/20/2015    50
FORD MOTOR CRED                 6.520%  3/10/2013    58
FORD MOTOR CRED                 6.550%  12/20/2013   59
FORD MOTOR CRED                 6.550%  7/21/2014    54
FORD MOTOR CRED                 6.600%  10/21/2013   56
FORD MOTOR CRED                 6.650%  10/21/2013   60
FORD MOTOR CRED                 6.650%  6/20/2014    54
FORD MOTOR CRED                 6.750%  10/21/2013   58
FORD MOTOR CRED                 6.750%  6/20/2014    54
FORD MOTOR CRED                 6.800%  6/20/2014    55
FORD MOTOR CRED                 6.800%  6/20/2014    53
FORD MOTOR CRED                 6.800%  3/20/2015    51
FORD MOTOR CRED                 6.850%  9/20/2013    62
FORD MOTOR CRED                 6.850%  5/20/2014    55
FORD MOTOR CRED                 6.850%  6/20/2014    54
FORD MOTOR CRED                 6.950%  5/20/2014    55
FORD MOTOR CRED                 7.000%  11/26/2011   67
FORD MOTOR CRED                 7.000%  8/15/2012    60
FORD MOTOR CRED                 7.050%  9/20/2013    59
FORD MOTOR CRED                 7.100%  9/20/2013    59
FORD MOTOR CRED                 7.100%  9/20/2013    60
FORD MOTOR CRED                 7.250%  7/20/2017    58
FORD MOTOR CRED                 7.250%  7/20/2017    70
FORD MOTOR CRED                 7.300%  4/20/2015    51
FORD MOTOR CRED                 7.350%  5/15/2012    65
FORD MOTOR CRED                 7.350%  9/15/2015    59
FORD MOTOR CRED                 7.400%  8/21/2017    59
FORD MOTOR CRED                 7.500%  8/20/2032    67
FORD MOTOR CRED                 7.900%  5/18/2015    62
FRANKLIN BANK                   4.000%  5/1/2027     28
FREMONT GEN CORP                7.875%  3/17/2009    50
FRONTIER AIRLINE                5.000%  12/15/2025   29
GENERAL MOTORS                  6.750%  5/1/2028     48
GENERAL MOTORS                  7.125%  7/15/2013    60
GENERAL MOTORS                  7.200%  1/15/2011    73
GENERAL MOTORS                  7.375%  5/23/2048    48
GENERAL MOTORS                  7.400%  9/1/2025     49
GENERAL MOTORS                  7.700%  4/15/2016    56
GENERAL MOTORS                  8.100%  6/15/2024    54
GENERAL MOTORS                  8.250%  7/15/2023    56
GENERAL MOTORS                  8.375%  7/15/2033    58
GENERAL MOTORS                  8.800%  3/1/2021     58
GENERAL MOTORS                  9.400%  7/15/2021    60
GENERAL MOTORS                  9.450%  11/1/2011    60
GEORGIA GULF CRP               10.750%  10/15/2016   50
GLOBAL INDUS LTD                2.750%  8/1/2027     69
GLOBALSTAR INC                  5.750%  4/1/2028     54
GMAC                            5.250%  1/15/2014    43
GMAC                            5.350%  1/15/2014    45
GMAC                            5.700%  6/15/2013    44
GMAC                            5.700%  10/15/2013   45
GMAC                            5.700%  12/15/2013   46
GMAC                            5.750%  1/15/2014    47
GMAC                            5.850%  5/15/2013    55
GMAC                            5.850%  6/15/2013    41
GMAC                            5.850%  6/15/2013    51
GMAC                            5.850%  6/15/2013    45
GMAC                            5.900%  12/15/2013   66
GMAC                            5.900%  12/15/2013   48
GMAC                            5.900%  1/15/2019    42
GMAC                            5.900%  1/15/2019    47
GMAC                            5.900%  2/15/2019    46
GMAC                            5.900%  10/15/2019   43
GMAC                            6.000%  7/15/2013    48
GMAC                            6.000%  11/15/2013   41
GMAC                            6.000%  12/15/2013   43
GMAC                            6.000%  2/15/2019    43
GMAC                            6.000%  2/15/2019    43
GMAC                            6.000%  2/15/2019    43
GMAC                            6.000%  3/15/2019    42
GMAC                            6.000%  3/15/2019    43
GMAC                            6.000%  3/15/2019    42
GMAC                            6.000%  3/15/2019    42
GMAC                            6.000%  3/15/2019    42
GMAC                            6.000%  4/15/2019    45
GMAC                            6.000%  9/15/2019    45
GMAC                            6.000%  9/15/2019    44
GMAC                            6.050%  8/15/2019    41
GMAC                            6.050%  8/15/2019    42
GMAC                            6.050%  10/15/2019   44
GMAC                            6.100%  11/15/2013   44
GMAC                            6.100%  9/15/2019    39
GMAC                            6.125%  10/15/2019   43
GMAC                            6.150%  9/15/2013    80
GMAC                            6.150%  11/15/2013   48
GMAC                            6.150%  12/15/2013   42
GMAC                            6.150%  8/15/2019    44
GMAC                            6.150%  9/15/2019    44
GMAC                            6.150%  10/15/2019   43
GMAC                            6.200%  11/15/2013   51
GMAC                            6.200%  4/15/2019    45
GMAC                            6.250%  3/15/2013    45
GMAC                            6.250%  7/15/2013    45
GMAC                            6.250%  10/15/2013   46
GMAC                            6.250%  11/15/2013   46
GMAC                            6.250%  12/15/2018    46
GMAC                            6.250%  1/15/2019    45
GMAC                            6.250%  4/15/2019    42
GMAC                            6.250%  5/15/2019    44
GMAC                            6.250%  7/15/2019    40
GMAC                            6.300%  3/15/2013    48
GMAC                            6.300%  10/15/2013   51
GMAC                            6.300%  11/15/2013   47
GMAC                            6.300%  8/15/2019    40
GMAC                            6.300%  8/15/2019    43
GMAC                            6.350%  5/15/2013    43
GMAC                            6.350%  4/15/2019    42
GMAC                            6.350%  7/15/2019    43
GMAC                            6.350%  7/15/2019    41
GMAC                            6.375%  8/1/2013     59
GMAC                            6.375%  1/15/2014    43
GMAC                            6.400%  3/15/2013    48
GMAC                            6.400%  12/15/2018   43
GMAC                            6.400%  11/15/2019   42
GMAC                            6.400%  11/15/2019   42
GMAC                            6.450%  2/15/2013    48
GMAC                            6.500%  7/15/2012    49
GMAC                            6.500%  2/15/2013    48
GMAC                            6.500%  3/15/2013    47
GMAC                            6.500%  4/15/2013    47
GMAC                            6.500%  5/15/2013    50
GMAC                            6.500%  6/15/2013    43
GMAC                            6.500%  8/15/2013    45
GMAC                            6.500%  11/15/2013   47
GMAC                            6.500%  6/15/2018    44
GMAC                            6.500%  11/15/2018   42
GMAC                            6.500%  12/15/2018   47
GMAC                            6.500%  12/15/2018   43
GMAC                            6.500%  5/15/2019    44
GMAC                            6.500%  1/15/2020    42
GMAC                            6.500%  2/15/2020    44
GMAC                            6.550%  12/15/2019   44
GMAC                            6.550%  12/15/2019   42
GMAC                            6.600%  8/15/2016    46
GMAC                            6.600%  5/15/2018    44
GMAC                            6.600%  6/15/2019    40
GMAC                            6.600%  6/15/2019    43
GMAC                            6.625%  10/15/2011   57
GMAC                            6.650%  6/15/2018    41
GMAC                            6.650%  10/15/2018   43
GMAC                            6.650%  10/15/2018   43
GMAC                            6.650%  2/15/2020    48
GMAC                            6.700%  5/15/2014    45
GMAC                            6.700%  5/15/2014    44
GMAC                            6.700%  6/15/2014    48
GMAC                            6.700%  8/15/2016    45
GMAC                            6.700%  6/15/2018    45
GMAC                            6.700%  6/15/2018    43
GMAC                            6.700%  11/15/2018   44
GMAC                            6.700%  6/15/2019    42
GMAC                            6.700%  12/15/2019   44
GMAC                            6.750%  9/15/2011    57
GMAC                            6.750%  10/15/2011   54
GMAC                            6.750%  10/15/2011   56
GMAC                            6.750%  9/15/2012    49
GMAC                            6.750%  9/15/2012    48
GMAC                            6.750%  10/15/2012   48
GMAC                            6.750%  4/15/2013    42
GMAC                            6.750%  4/15/2013    44
GMAC                            6.750%  6/15/2014    49
GMAC                            6.750%  12/1/2014    63
GMAC                            6.750%  7/15/2016    48
GMAC                            6.750%  8/15/2016    45
GMAC                            6.750%  9/15/2016    46
GMAC                            6.750%  6/15/2017    47
GMAC                            6.750%  3/15/2018    42
GMAC                            6.750%  7/15/2018    40
GMAC                            6.750%  9/15/2018    45
GMAC                            6.750%  10/15/2018   45
GMAC                            6.750%  11/15/2018   45
GMAC                            6.750%  5/15/2019    45
GMAC                            6.750%  5/15/2019    45
GMAC                            6.750%  6/15/2019    42
GMAC                            6.750%  6/15/2019    43
GMAC                            6.750%  3/15/2020    44
GMAC                            6.800%  2/15/2013    47
GMAC                            6.800%  4/15/2013    45
GMAC                            6.800%  9/15/2018    43
GMAC                            6.800%  10/15/2018   47
GMAC                            6.850%  5/15/2018 42
GMAC                            6.875%  8/28/2012    64
GMAC                            6.875%  10/15/2012   48
GMAC                            6.875%  4/15/2013    47
GMAC                            6.875%  8/15/2016    48
GMAC                            6.875%  7/15/2018    43
GMAC                            6.900%  6/15/2017    44
GMAC                            6.900%  7/15/2018    44
GMAC                            6.900%  8/15/2018    46
GMAC                            6.950%  6/15/2017    40
GMAC                            7.000%  10/15/2011   58
GMAC                            7.000%  9/15/2012    51
GMAC                            7.000%  10/15/2012   54
GMAC                            7.000%  12/15/2012   45
GMAC                            7.000%  1/15/2013    49
GMAC                            7.000%  6/15/2017    44
GMAC                            7.000%  7/15/2017    44
GMAC                            7.000%  2/15/2018    43
GMAC                            7.000%  2/15/2018    43
GMAC                            7.000%  2/15/2018    44
GMAC                            7.000%  3/15/2018    45
GMAC                            7.000%  5/15/2018    44
GMAC                            7.000%  8/15/2018    40
GMAC                            7.000%  9/15/2018    44
GMAC                            7.000%  2/15/2021    46
GMAC                            7.000%  9/15/2021    45
GMAC                            7.000%  9/15/2021    45
GMAC                            7.000%  6/15/2022    44
GMAC                            7.000%  11/15/2023   43
GMAC                            7.000%  11/15/2024   45
GMAC                            7.000%  11/15/2024   46
GMAC                            7.000%  11/15/2024   40
GMAC                            7.050%  3/15/2018    45
GMAC                            7.050%  3/15/2018    40
GMAC                            7.050%  4/15/2018    41
GMAC                            7.100%  9/15/2012    51
GMAC                            7.100%  1/15/2013    48
GMAC                            7.100%  1/15/2013    50
GMAC                            7.125%  8/15/2012    50
GMAC                            7.125%  12/15/2012   44
GMAC                            7.125%  10/15/2017   43
GMAC                            7.150%  8/15/2010    73
GMAC                            7.150%  11/15/2012   54
GMAC                            7.150%  9/15/2018    46
GMAC                            7.150%  3/15/2025    45
GMAC                            7.150%  1/15/2025    45
GMAC                            7.200%  10/15/2017   45
GMAC                            7.200%  10/15/2017   46
GMAC                            7.250%  8/15/2012    52
GMAC                            7.250%  12/15/2012   47
GMAC                            7.250%  12/15/2012   46
GMAC                            7.250%  9/15/2017    47
GMAC                            7.250%  9/15/2017    49
GMAC                            7.250%  9/15/2017    43
GMAC                            7.250%  9/15/2017    47
GMAC                            7.250%  4/15/2018    45
GMAC                            7.250%  1/15/2018    47
GMAC                            7.250%  4/15/2018    43
GMAC                            7.250%  8/15/2018    45
GMAC                            7.250%  8/15/2018    42
GMAC                            7.250%  9/15/2018    47
GMAC                            7.250%  1/15/2025    46
GMAC                            7.250%  2/15/2025    42
GMAC                            7.250%  3/15/2025    45
GMAC                            7.300%  12/15/2017   44
GMAC                            7.300%  1/15/2018    45
GMAC                            7.300%  1/15/2018    45
GMAC                            7.350%  4/15/2018    44
GMAC                            7.375%  11/15/2016   46
GMAC                            7.375%  4/15/2018    42
GMAC                            7.400%  12/15/2017   45
GMAC                            7.500%  10/15/2012   48
GMAC                            7.500%  11/15/2016   47
GMAC                            7.500%  8/15/2017    47
GMAC                            7.500%  11/15/2017   51
GMAC                            7.500%  11/15/2017   49
GMAC                            7.500%  12/15/2017   50
GMAC                            7.500%  12/15/2017   55
GMAC                            7.500%  3/15/2025    42
GMAC                            7.625%  11/15/2012   48
GMAC                            7.750%  10/15/2012   53
GMAC                            7.750%  10/15/2017   46
GMAC                            7.875%  11/15/2012   51
GMAC                            8.000%  6/15/2010    70
GMAC                            8.000%  10/15/2017   48
GMAC                            8.000%  11/15/2017   46
GMAC                            8.000%  3/15/2025    41
GMAC                            8.125%  11/15/2017   50
GMAC                            8.250%  9/15/2012    56
GMAC                            8.400%  8/15/2015    48
GMAC                            8.650%  8/15/2015    47
GMAC                            9.000%  7/15/2015    52
GMAC                            9.000%  7/15/2020    48
GMAC                            9.000%  7/15/2020    56
GMAC LLC                        6.000%  4/1/2011     63
GMAC LLC                        6.000%  12/15/2011   63
GMAC LLC                        6.500%  5/15/2012    64
GMAC LLC                        6.500%  6/15/2012    64
GMAC LLC                        6.500%  6/15/2012    64
GMAC LLC                        6.600%  6/15/2012    64
GMAC LLC                        6.600%  6/15/2012    64
GMAC LLC                        6.625%  5/15/2012    65
GMAC LLC                        6.700%  7/15/2012    64
GMAC LLC                        6.750%  7/15/2012    50
GMAC LLC                        7.000%  7/15/2012    65
GMAC LLC                        7.100%  7/15/2012    65
GMAC LLC                        7.150%  7/15/2012    59
GOLDEN BOOKS PUB               10.750%  12/31/2004    0
GS CAPITAL II                   5.793%  12/15/2012   63
GULF STATES STL                13.500%  4/15/2003   100
HARRAHS OPER CO                 5.375%  12/15/2013   55
HARRAHS OPER CO                 5.625%  6/1/2015     48
HARRAHS OPER CO                 5.750%  10/1/2017    47
HARRAHS OPER CO                 6.500%  6/1/2016     47
HAWAIIAN TELCOM                 9.750%  5/1/2013     35
HAWAIIAN TELCOM                12.500%  5/1/2015     23
HEADWATERS INC                  2.500%  2/1/2014     68
HERBST GAMING                   7.000%  11/15/2014   22
HERBST GAMING                   8.125%  6/1/2012     24
HILTON HOTELS                   7.500%  12/15/2017   69
HINES NURSERIES                10.250%  10/1/2011    57
HNG INTERNORTH                  9.625%  3/15/2006    14
HUNTINGTON CAPIT                6.650%  5/15/2037    65
IDEARC INC                      8.000%  11/15/2016   61
INDALEX HOLD                   11.500%  2/1/2014     59
INTERDENT SVC                  10.750%  12/15/2011   50
ION MEDIA                      11.000%  7/31/2013    29
IRIDIUM LLC/CAP                10.875%  7/15/2005     1
IRIDIUM LLC/CAP                11.250%  7/15/2005     1
IRIDIUM LLC/CAP                13.000%  7/15/2005     1
IRIDIUM LLC/CAP                14.000%  7/15/2005     0
ISLE OF CAPRI                   7.000%  3/1/2014     70
ISOLAGEN INC                    3.500%  11/1/2024    10
JAZZ TECHNOLOGIE                8.000%  12/31/2011   69
JETBLUE AIRWAYS                 3.750%  3/15/2035    63
JONES APPAREL                   6.125%  11/15/2034   71
JPMORGAN CHASE                 10.000%  7/31/2008    28
JPMORGAN CHASE                 12.000%  7/31/2008    26
K HOVNANIAN ENTR                6.250%  1/15/2015    62
K HOVNANIAN ENTR                6.250%  1/15/2016    60
K HOVNANIAN ENTR                6.375%  12/15/2014   62
K HOVNANIAN ENTR                6.500%  1/15/2014    63
K HOVNANIAN ENTR                7.500%  5/15/2016    63
K HOVNANIAN ENTR                7.750%  5/15/2013    57
K HOVNANIAN ENTR                8.875%  4/1/2012     69
KAISER ALUMINUM                 9.875%  2/15/2002     0
KAISER ALUMINUM                12.750%  2/1/2003      7
KELLSTROM INDS                  5.500%  6/15/2003     0
KELLWOOD CO                     7.625%  10/15/2017   62
KEMET CORP                      2.250%  11/15/2026   64
KEYCORP CAP VII                 5.700%  6/15/2035    75
KEYSTONE AUTO OP                9.750%  11/1/2013    52
KIMBALL HILL INC               10.500%  12/15/2012    1
KNIGHT RIDDER                   4.625%  11/1/2014    70
KNIGHT RIDDER                   5.750%  9/1/2017     62
KNIGHT RIDDER                   6.875%  3/15/2029    63
KNIGHT RIDDER                   7.150%  11/1/2027    66
KRATON POLYMERS                 8.125%  1/15/2014    54
LANDRY'S RESTAUR                7.500%  12/15/2014   66
LAZYDAYS RV                    11.750%   5/15/2012   71
LEHMAN BROS HLDG                4.800%  6/24/2023    59
LEHMAN BROS HLDG                5.000%  5/28/2023    60
LEHMAN BROS HLDG                5.000%  6/10/2023    61
LEHMAN BROS HLDG                5.000%  6/17/2023    65
LEHMAN BROS HLDG                5.100%  2/15/2020    62
LEHMAN BROS HLDG                5.250%  5/20/2023    69
LEHMAN BROS HLDG                5.350%  6/14/2030    68
LEHMAN BROS HLDG                5.375%  5/6/2023     66
LEHMAN BROS HLDG                5.400%  3/20/2020    68
LEHMAN BROS HLDG                5.400%  3/30/2029    50
LEHMAN BROS HLDG                5.400%  6/21/2030    64
LEHMAN BROS HLDG                5.450%  4/6/2029     53
LEHMAN BROS HLDG                5.450%  2/22/2030    62
LEHMAN BROS HLDG                5.450%  7/19/2030    51
LEHMAN BROS HLDG                5.500%  2/27/2020    65
LEHMAN BROS HLDG                5.500%  3/14/2023    62
LEHMAN BROS HLDG                5.500%  4/8/2023     64
LEHMAN BROS HLDG                5.500%  4/15/2023    63
LEHMAN BROS HLDG                5.500%  4/23/2023    79
LEHMAN BROS HLDG                5.500%  10/7/2023    68
LEHMAN BROS HLDG                5.500%  1/27/2029    67
LEHMAN BROS HLDG                5.500%  2/3/2029     54
LEHMAN BROS HLDG                5.500%  8/2/2030     63
LEHMAN BROS HLDG                5.550%  3/9/2029     57
LEHMAN BROS HLDG                5.550%  1/25/2030    52
LEHMAN BROS HLDG                5.550%  9/27/2030    57
LEHMAN BROS HLDG                5.550%  12/31/2034   63
LEHMAN BROS HLDG                5.600%  2/17/2029    52
LEHMAN BROS HLDG                5.600%  2/24/2029    61
LEHMAN BROS HLDG                5.600%  3/2/2029     68
LEHMAN BROS HLDG                5.600%  2/25/2030    51
LEHMAN BROS HLDG                5.600%  5/3/2030     51
LEHMAN BROS HLDG                5.625%  3/15/2030    59
LEHMAN BROS HLDG                5.650%  11/23/2029   59
LEHMAN BROS HLDG                5.650%  8/16/2030    60
LEHMAN BROS HLDG                5.700%  1/28/2018    71
LEHMAN BROS HLDG                5.700%  4/13/2029    57
LEHMAN BROS HLDG                5.700%  12/14/2029   60
LEHMAN BROS HLDG                5.750%  3/27/2023    69
LEHMAN BROS HLDG                5.750%  10/15/2023   66
LEHMAN BROS HLDG                5.750%  10/21/2023   59
LEHMAN BROS HLDG                5.750%  11/25/2023   64
LEHMAN BROS HLDG                5.750%  12/16/2028   70
LEHMAN BROS HLDG                5.750%  8/24/2029    57
LEHMAN BROS HLDG                5.750%  9/14/2029    64
LEHMAN BROS HLDG                5.750%  10/12/2029   66
LEHMAN BROS HLDG                5.750%  3/29/2030    69
LEHMAN BROS HLDG                5.800%  10/25/2030   57
LEHMAN BROS HLDG                5.900%  5/4/2029     66
LEHMAN BROS HLDG                5.900%  2/7/2031     59
LEHMAN BROS HLDG                5.950%  12/20/2030   70
LEHMAN BROS HLDG                6.000%  10/23/2028   62
LEHMAN BROS HLDG                6.000%  11/18/2028   58
LEHMAN BROS HLDG                6.000%  5/11/2029    62
LEHMAN BROS HLDG                6.000%  7/20/2029    59
LEHMAN BROS HLDG                6.000%  4/30/2034    59
LEHMAN BROS HLDG                6.000%  2/24/2036    59
LEHMAN BROS HLDG                6.100%  8/12/2023    65
LEHMAN BROS HLDG                6.500%  3/6/2023     69
LEHMAN BROS HLDG                8.420%  10/25/2017   59
LEINER HEALTH                  11.000%  6/1/2012     10
LIBERTY MEDIA                   3.250%  3/15/2031    60
LIBERTY MEDIA                   3.500%  1/15/2031    44
LIBERTY MEDIA                   3.750%  2/15/2030    51
LIBERTY MEDIA                   4.000%  11/15/2029   55
LIFECARE HOLDING                9.250%  8/15/2013    61
MAGNA ENTERTAINM                7.250%  12/15/2009   50
MAGNA ENTERTAINM                8.550%  6/15/2010    52
MAJESTIC STAR                   9.750%  1/15/2011    30
MANNKIND CORP                   3.750%  12/15/2013   55
MASONITE CORP                  11.000%  4/6/2015     41
MBIA INC                        5.700%  12/1/2034    41
MBIA INC                        6.400%  8/15/2022    40
MBIA INS CO                    14.000%  1/15/2033    N.A.
MEDIANEWS GROUP                 6.375%  4/1/2014     42
MEDIANEWS GROUP                 6.875%  10/1/2013    42
MERIX CORP                      4.000%  5/15/2013    51
MERRILL LYNCH                   8.100%  6/4/2009     N.A.
MERRILL LYNCH                  10.000%  3/6/2009     N.A.
MERRILL LYNCH                  11.000%  4/28/2009    N.A.
MERRILL LYNCH                  12.000%  3/26/2010    N.A.
MERRILL LYNCH                  12.100%  6/25/2009    N.A.
METALDYNE CORP                 10.000%  11/1/2013    50
METALDYNE CORP                 11.000%  6/15/2012    22
MICRON TECH                     1.875%  6/1/2014     69
MISSOURI PAC RR                 5.000%  1/1/2045     70
MORGAN STANLEY                  8.000%  7/20/2009    N.A.
MORGAN STANLEY                 10.000%  4/20/2009    N.A.
MORGAN STANLEY                 10.000%  5/20/2009    N.A.
MORGAN STANLEY                 12.000%  7/20/2009    N.A.
MORRIS PUBLISH                  7.000%  8/1/2013     53
MOVIE GALLERY                  11.000%  5/1/2012     30
MRS FIELDS                      9.000%  3/15/2011    62
MRS FIELDS                     11.500%  3/15/2011    60
NATL CITY CORP                  4.000%  2/1/2011     69
NATL CITY CORP                  4.900%  1/15/2015    51
NATL CITY CORP                  6.875%  5/15/2019    48
NATL FINANCIAL                  0.750%  2/1/2012     68
NEFF CORP                      10.000%  6/1/2015     37
NELNET INC                      7.400%  9/29/2036    67
NETWORK EQUIPMNT                3.750%  12/15/2014   62
NEW ORL GRT N RR                5.000%  7/1/2032     57
NEW PLAN EXCEL                  7.500%  7/30/2029    62
NEW PLAN REALTY                 6.900%  2/15/2028    59
NEW PLAN REALTY                 6.900%  2/15/2028    66
NEW PLAN REALTY                 7.650%  11/2/2026    66
NEW PLAN REALTY                 7.680%  11/2/2026    62
NEWARK GROUP INC                9.750%  3/15/2014    70
NORTEK INC                      8.500%  9/1/2014     62
NORTH ATL TRADNG                9.250%  3/1/2012     51
NORTHERN PAC RY                 3.000%  1/1/2047     52
NORTHERN PAC RY                 3.000%  1/1/2047     48
NORTHWESTERN CRP                7.960%  12/21/2026    4
NORTHWST STL&WIR                9.500%  6/15/200     10
NTK HOLDINGS INC                0.000%  3/1/2014     43
NUTRITIONAL SRC                10.125%  8/1/2009     13
NUVEEN INVEST                   5.500%  9/15/2015    59
OAKWOOD HOMES                   7.875%  3/1/2004      3
OAKWOOD HOMES                   8.125%  3/1/2009      0
OSCIENT PHARM                   3.500%  4/15/2011    35
OSI RESTAURANT                 10.000%  6/15/2015    63
OSI RESTAURANT                 10.000%  6/15/2015    63
OUTBOARD MARINE                10.750%  6/1/2008     10
PAC-WEST TELECOM               13.500%  2/1/2009      2
PACKAGING DYNAMI               10.000%  5/1/2016     67
PALM HARBOR                     3.250%  5/15/2024    61
PANAMSAT CORP                   9.000%  8/15/2014    65
PANTRY INC                      3.000%  11/15/2012   70
PEGASUS SATELLIT                9.750%  12/1/2006     0
PIEDMONT AVIAT                 10.250%  1/15/2049     0
PIERRE FOODS INC                9.875%  7/15/2012     8
PINNACLE AIRLINE                3.250%  2/15/2025    65
PLY GEM INDS                    9.000%  2/15/2012    55
PMI GROUP INC                   6.000%  9/15/2016    66
POPE & TALBOT                   8.375%  6/1/2013      2
POPE & TALBOT                   8.375%  6/1/2013      0
PORTOLA PACKAGIN                8.250%  2/1/2012     42
PRIMUS TELECOM                  3.750%  9/15/2010    44
PRIMUS TELECOM                  5.000%  6/30/2009    68
PRIMUS TELECOM                  8.000%  1/15/2014    29
PROPEX FABRICS                 10.000%  12/1/2012     0
PSINET INC                     10.000%  2/15/2005     0
PSINET INC                     11.500%  11/1/2008     0
QUALITY DISTRIBU                9.000%  11/15/2010   51
RADIAN GROUP                    5.375%  6/15/2015    43
RADIAN GROUP                    5.625%  2/15/2013    44
RADIAN GROUP                    7.750%  6/1/2011     61
RAFAELLA APPAREL               11.250%  6/15/2011    55
REALOGY CORP                   10.500%  4/15/2014    65
REALOGY CORP                   12.375%  4/15/2015    49
REGIONS FIN TR                  6.625%  5/15/2047    47
RESIDENTIAL CAP                 8.000%  2/22/2011    31
RESIDENTIAL CAP                 8.375%  6/30/2010    34
RESIDENTIAL CAP                 8.500%  6/1/2012     31
RESIDENTIAL CAP                 8.500%  4/17/2013    29
RESIDENTIAL CAP                 8.875%  6/30/2015    35
RESIDENTIAL CAP                 9.625%  5/15/2015    N.A.
RESTAURANT CO                  10.000%  10/1/2013    58
RF MICRO DEVICES                1.000%  4/15/2014    68
RF MICRO DEVICES                1.000%  4/15/2014    67
RH DONNELLEY                    6.875%  1/15/2013    55
RH DONNELLEY                    6.875%  1/15/2013    54
RH DONNELLEY                    6.875%  1/15/2013    54
RH DONNELLEY                    8.875%  1/15/2016    54
RH DONNELLEY                    8.875%  10/15/2017   55
RITE AID CORP                   6.875%  8/15/2013    63
RITE AID CORP                   6.875%  12/15/2028   48
RITE AID CORP                   7.700%  2/15/2027    51
RITE AID CORP                   8.625%  3/1/2015     66
RITE AID CORP                   9.375%  12/15/2015   64
RITE AID CORP                   9.500%  6/15/2017    64
RJ TOWER CORP                  12.000%  6/1/2013      2
ROTECH HEALTHCA                 9.500%  4/1/2012     65
SANDISK CORP                    1.000%  5/15/2013    68
SEARS ROEBUCK AC                6.750%  1/15/2028    72
SEARS ROEBUCK AC                7.000%  6/1/2032     67
SERVICEMASTER CO                7.100%  3/1/2018     64
SERVICEMASTER CO                7.250%  3/1/2038     59
SERVICEMASTER CO                7.450%  8/15/2027    44
SIX FLAGS INC                   4.500%  5/15/2015    56
SIX FLAGS INC                   9.625%  6/1/2014     48
SIX FLAGS INC                   9.750%  4/15/2013    53
SLM CORP                        4.500%  12/15/2012   70
SLM CORP                        4.800%  12/15/2028   65
SLM CORP                        5.000%  6/15/2019    68
SLM CORP                        5.000%  6/15/2019    59
SLM CORP                        5.000%  6/15/2028    67
SLM CORP                        5.150%  12/15/2028   69
SLM CORP                        5.190%  4/24/2019    68
SLM CORP                        5.250%  6/15/2020    N.A.
SLM CORP                        5.250%  3/15/2028    69
SLM CORP                        5.250%  6/15/2028    61
SLM CORP                        5.250%  12/15/2028   56
SLM CORP                        5.300%  9/15/2030    61
SLM CORP                        5.350%  6/15/2025    63
SLM CORP                        5.350%  6/15/2028    55
SLM CORP                        5.400%  3/15/2023    60
SLM CORP                        5.400%  3/15/2030    60
SLM CORP                        5.400%  6/15/2030    60
SLM CORP                        5.450%  3/15/2023    64
SLM CORP                        5.450%  6/15/2028    67
SLM CORP                        5.500%  6/15/2019    69
SLM CORP                        5.500%  9/15/2019    64
SLM CORP                        5.500%  6/15/2029    63
SLM CORP                        5.500%  6/15/2029    57
SLM CORP                        5.500%  3/15/2030    59
SLM CORP                        5.500%  3/15/2030    64
SLM CORP                        5.500%  6/15/2030    61
SLM CORP                        5.500%  12/15/2030   60
SLM CORP                        5.500%  12/15/2030   62
SLM CORP                        5.550%  6/15/2025    65
SLM CORP                        5.550%  3/15/2028    58
SLM CORP                        5.550%  3/15/2029    70
SLM CORP                        5.600%  3/15/2022    65
SLM CORP                        5.600%  3/15/2024    67
SLM CORP                        5.600%  12/15/2028   60
SLM CORP                        5.600%  3/15/2029    55
SLM CORP                        5.600%  6/15/2029    62
SLM CORP                        5.600%  12/15/2029   61
SLM CORP                        5.600%  12/15/2029   59
SLM CORP                        5.625%  1/25/2025    65
SLM CORP                        5.650%  6/15/2022    62
SLM CORP                        5.650%  6/15/2022    69
SLM CORP                        5.650%  3/15/2029    61
SLM CORP                        5.650%  3/15/2029    56
SLM CORP                        5.650%  12/15/2029   63
SLM CORP                        5.650%  12/15/2029   64
SLM CORP                        5.650%  12/15/2029   62
SLM CORP                        5.650%  3/15/2030    60
SLM CORP                        5.650%  9/15/2030    59
SLM CORP                        5.650%  3/15/2032    62
SLM CORP                        5.700%  3/15/2029    59
SLM CORP                        5.700%  3/15/2029    57
SLM CORP                        5.700%  3/15/2029    60
SLM CORP                        5.700%  3/15/2029    65
SLM CORP                        5.700%  3/15/2029    61
SLM CORP                        5.700%  3/15/2029    61
SLM CORP                        5.700%  3/15/2029    56
SLM CORP                        5.700%  12/15/2029   63
SLM CORP                        5.700%  3/15/2030    64
SLM CORP                        5.700%  6/15/2030    63
SLM CORP                        5.700%  3/15/2032    62
SLM CORP                        5.750%  3/15/2029    63
SLM CORP                        5.750%  3/15/2029    N.A.
SLM CORP                        5.750%  3/15/2029    60
SLM CORP                        5.750%  3/15/2029    65
SLM CORP                        5.750%  3/15/2029    70
SLM CORP                        5.750%  6/15/2029    62
SLM CORP                        5.750%  6/15/2029    60
SLM CORP                        5.750%  9/15/2029    60
SLM CORP                        5.750%  9/15/2029    63
SLM CORP                        5.750%  12/15/2029   62
SLM CORP                        5.750%  12/15/2029   66
SLM CORP                        5.750%  12/15/2029   61
SLM CORP                        5.750%  3/15/2030    59
SLM CORP                        5.750%  3/15/2030    64
SLM CORP                        5.750%  6/15/2032    56
SLM CORP                        5.750%  6/15/2032    63
SLM CORP                        5.800%  12/15/2028   65
SLM CORP                        5.800%  3/15/2032    60
SLM CORP                        5.800%  3/15/2032    66
SLM CORP                        5.800%  3/15/2032    61
SLM CORP                        5.850%  9/15/2029    66
SLM CORP                        5.850%  12/15/2031   64
SLM CORP                        5.850%  3/15/2032    57
SLM CORP                        5.850%  3/15/2032    64
SLM CORP                        5.850%  3/15/2032    63
SLM CORP                        5.850%  6/15/2032    64
SLM CORP                        5.850%  6/15/2032    64
SLM CORP                        6.000%  6/15/2019    69
SLM CORP                        6.000%  6/15/2019    66
SLM CORP                        6.000%  6/15/2021    66
SLM CORP                        6.000%  6/15/2021    65
SLM CORP                        6.000%  6/15/2026    68
SLM CORP                        6.000%  6/15/2026    59
SLM CORP                        6.000%  12/15/2026   61
SLM CORP                        6.000%  12/15/2026   66
SLM CORP                        6.000%  12/15/2026   64
SLM CORP                        6.000%  3/15/2027    66
SLM CORP                        6.000%  12/15/2028   63
SLM CORP                        6.000%  12/15/2028   65
SLM CORP                        6.000%  3/15/2029    59
SLM CORP                        6.000%  6/15/2029    65
SLM CORP                        6.000%  6/15/2029    65
SLM CORP                        6.000%  6/15/2029    62
SLM CORP                        6.000%  9/15/2029    64
SLM CORP                        6.000%  9/15/2029    67
SLM CORP                        6.000%  9/15/2029    67
SLM CORP                        6.000%  6/15/2031    64
SLM CORP                        6.000%  6/15/2031    63
SLM CORP                        6.000%  12/15/2031   61
SLM CORP                        6.000%  12/15/2031   64
SLM CORP                        6.000%  12/15/2031   67
SLM CORP                        6.000%  12/15/2031   57
SLM CORP                        6.000%  3/15/2037    60
SLM CORP                        6.000%  3/15/2037    63
SLM CORP                        6.000%  3/15/2037    61
SLM CORP                        6.050%  12/15/2026   67
SLM CORP                        6.050%  12/15/2031   60
SLM CORP                        6.100%  12/15/2028   66
SLM CORP                        6.100%  12/15/2031   61
SLM CORP                        6.200%  12/15/2031   62
SLM CORP                        6.250%  6/15/2029    66
SLM CORP                        6.250%  6/15/2029    64
SLM CORP                        6.250%  6/15/2029    64
SLM CORP                        6.250%  9/15/2029    64
SLM CORP                        6.250%  9/15/2029    68
SLM CORP                        6.250%  9/15/2031    68
SLM CORP                        6.300%  9/15/2031    67
SLM CORP                        6.350%  9/15/2031    66
SLM CORP                        6.350%  9/15/2031    62
SLM CORP                        6.400%  9/15/2031    64
SLM CORP                        6.450%  9/15/2031    69
SLM CORP                        6.500%  9/15/2031    65
SPANSION LLC                   11.250%  1/15/2016    63
SPECTRUM BRANDS                 7.375%  2/1/2015     59
SPINNAKER INDS                 10.750%  10/15/2006    0
STANLEY-MARTIN                  9.750%  8/15/2015    45
STATION CASINOS                 6.500%  2/1/2014     50
STATION CASINOS                 6.625%  3/15/2018    48
STATION CASINOS                 6.875%  3/1/2016     51
STRATEGIC HOTEL                 3.500%  4/1/2012     69
SUNTRUST CAPITAL                6.100%  12/15/2036   66
SWIFT TRANS CO                 12.500%  5/15/2017    34
SYNOVUS FINL                    5.125%  6/15/2017    84
TELIGENT INC                   11.500%  12/1/2007     0
TELIGENT INC                   11.500%  3/1/2008      0
THORNBURG MTG                   8.000%  5/15/2013    67
TIMES MIRROR CO                 6.610%  9/15/2027    32
TIMES MIRROR CO                 7.250%  3/1/2013     40
TIMES MIRROR CO                 7.250%  11/15/2096   32
TIMES MIRROR CO                 7.500%  7/1/2023     35
TOUSA INC                       7.500%  3/15/2011     5
TOUSA INC                       7.500%  1/15/2015     6
TOUSA INC                       9.000%  7/1/2010     60
TOUSA INC                       9.000%  7/1/2010     56
TOUSA INC                      10.375%  7/1/2012      5
TRANS MFG OPER                 11.250%  5/1/2009      5
TRANS-LUX CORP                  8.250%  3/1/2012     50
TREX CO INC                     6.000%  7/1/2012     67
TRIAD ACQUIS                   11.125%  5/1/2013     60
TRIBUNE CO                      4.875%  8/15/2010    63
TRIBUNE CO                      5.250%  8/15/2015    38
TRONOX WORLDWIDE                9.500%  12/1/2012    65
TRUE TEMPER                     8.375%  9/15/2011    62
TRUMP ENTERTNMNT                8.500%  6/1/2015     50
UAL 1995 TRUST                  9.020%  4/19/2012    40
UAL CORP                        4.500%  6/30/2021    40
UAL CORP                        4.500%  6/30/2021    36
UAL CORP                        5.000%  2/1/2021     40
US AIR INC                     10.300%  7/15/2049     0
US AIR INC                     10.700%  1/15/2049     0
US AIR INC                     10.750%  1/15/2049   N.A.
US AIR INC                     10.900%  1/1/2049      0
US AIRWAYS GROUP                7.000%  9/30/2020   N.A.
USAUTOS TRUST                   5.100%  3/3/2011     63
USB CAPITAL IX                  6.189%  09/20/2020   70
VENTURE HLDGS                   9.500%  7/1/2005      0
VENTURE HLDGS                  11.000%  6/1/2007      0
VERASUN ENERGY                  9.375%  6/1/2017     56
VERENIUM CORP                   5.500%  4/1/2027     41
VERTIS INC                     10.875%  6/15/2009    18
VICORP RESTAURNT               10.500%  4/15/2011    18
VION PHARM INC                  7.750%  2/15/2012    53
VISTEON CORP                    7.000%  3/10/2014    50
WASH MUT BANK NV                5.125%  1/15/2015    63
WASH MUTUAL INC                 4.625%  4/1/2014     49
WASH MUTUAL INC                 5.250%  9/15/2017    62
WASH MUTUAL INC                 7.250%  11/1/2017    65
WCI COMMUNITIES                 4.000%  8/5/2023     64
WCI COMMUNITIES                 6.625%  3/15/2015    33
WCI COMMUNITIES                 7.875%  10/1/2013    34
WCI COMMUNITIES                 9.125%  5/1/2012     33
WEBSTER CAPITAL                 7.650%  6/15/2037    67
WEIRTON STEEL                  10.750%  6/1/2005    100
WILLIAM LYON                    7.500%  2/15/2014    43
WILLIAM LYON                    7.625%  12/15/2012   43
WILLIAM LYON                   10.750%  4/1/2013     43
WIMAR OP LLC/FIN                9.625%  12/15/2014   36
WINSTAR COMM INC               14.750%  4/15/2010     0
WITCO CORP                      6.875%  2/1/2026     64
YANKEE ACQUISITI                9.750%  2/15/2017    66
YOUNG BROADCSTNG                8.750%  1/15/2014    44
YOUNG BROADCSTNG               10.000%  3/1/2011     51

                             *********

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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