TCR_Public/080805.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 5, 2008, Vol. 12, No. 185           

                             Headlines

600 ALABAMA: Voluntary Chapter 11 Case Summary
725 PULASKI: Case Summary & Three Largest Unsecured Creditors
AIRTRAN HOLDINGS: Posts $13.5MM Net Loss for Second Quarter 2008
ALVAN MOTOR: Court Appoints Samuel Sweet as Chapter 11 Trustee
ALVAN MOTOR: Teamsters Balk at Trustee's Liquidation Proposal

ALVAN MOTOR: Seeks to Hire Winegarden Haley as Bankruptcy Counsel
AMERICAN HOME: Wants to Auction $36.6MM Worth of Performing Loans
AMERICAN HOME: Allowed to Sell $26.86MM Loans to Beltway
AMERICAN HOME: S&P Downgrades Ratings on Three 2006-2 Classes
AMR CORP: Moody's Cuts Corporate Family Rating to Caa1 from B2

ASARCO LLC: Discloses Treatment & Classification of Claims
ASARCO LLC: Court Sets Sept. 19 as Administrative Claims Bar Date
ATHERTON-NEWPORT: Case Summary & 100 Largest Unsecured Creditors
AVAYA INC: Moody's Rates $1.45BB Unsecured Bridge Facilities Caa1
BOSCOV'S INC.: Files for Bankruptcy, Gets $250 Mil. Loan from BoA

BOSCOV'S INC: Case Summary & 40 Larges Unsecured Creditors
BOSTON GENERATING: Moody's Puts B3 Senior Secured Rating on Review
BRIT ALLIANCE: Fitch Trims 'BB' Rating on $30MM A Notes to 'CC'
BUCYRUS INTERNATIONAL: Moody's Upgrades CF and Debt Ratings to Ba2
CABLEVISION SYSTEMS: Units Provide Financial Data to Bondholders

CHESAPEAKE CORP: Develops Refinancing Plan to Suit Liquidity Needs
CHESAPEAKE CORP: Posts $13.38MM Net Loss for 2nd Quarter 2008
CINCINNATI BELL: June 30 Balance Sheet Upside-Down by $666.1 MM
CITATION CORP: S&P Withdraws 'B' Ratings at Company's Request
CMT AMERICA: Wants Court to Approve Store Closing Sales

CONEXANT SYSTEMS: June 27 Balance Sheet Upside-Down by $132.5MM
CRYOPORT INC: KMJ Corbin Expresses Going Concern Doubt
DAIMLER CHRYSLER: Fitch Cuts Issuer Default Rating to B- from B+
DUN & BRADSTREET: June 30 Balance Sheet Upside-Down by $515.2MM
EPIC TECHNICAL: Case Summary & 20 Largest Unsecured Creditors

FENWAL INC: S&P Cuts Rating to 'B'; Outlook Stable
FORD MOTOR: Reports Strong Sales for Focus Model
FORD MOTOR: Fitch Chips Issuer Default Rating to 'B-' from 'B'
FRONTIER: Receives Alternative Commitment for $75-M DIP Financing
GLOBAL COMPOSITE: OSC Appoints BDO Dunwoody as Interim Receiver

GOODY's FAMILY: Wants to Reject Emcor, Consultedge Agreements
GREEKTOWN CASINO: Chippewa Tribe Plans More Layoffs to Cut Cost
GS MORTGAGE: Moody's Junks $963,000 Class Q Certificates
HAMILTON CREEK: Files Schedules of Assets and Liabilities
HANCOCK FABRICS: Satisfies Plan Conditions, Exits Chapter 11

HCA INC: June 30 Balance Sheet Upside-Down by $10.18 Billion
HEALTH NET: Fitch Affirms 'BB+' 6.375% Sr. Unsecured Notes Rating
HEREFORD & HOPS: Templar Development to Buy Property for $5MM
IMMUNICON CORP: Completes $31MM Sale of Assets to Veridex LLC
INDYMAC BANCORP: Fitch Assigns 'D' Ratings on Chapter 7 Filing

INN OF THE MOUNTAIN: S&P Changes 'B' Rating Outlook to Negative
JHT HOLDINGS: Committee et al. Object to Disclosure Statement
JOURNAL REGISTER: S&P Withdraws 'D' Corporate Credit Rating
KNIGHT COMMERCE: Seeks Bankruptcy Protection Under Chapter 11
LASALLE COMMERCIAL: Fitch Junks Ratings on Six Loan Classes

LEFT BEHIND: Haskell & White Expresses Going Concern Doubt
LEGEND HOMES: Terminates 78% of Remaining Employees
LINENS N THINGS: Court Approves Amendment to $700MM DIP Loan
LINENS N THINGS: Concessions Prevent Closure of 30 Stores
MAGNOLIA FINANCE: Fitch Cuts Five Classes of Notes to 'CC'

MERIDIAN CO: Losses & Negative Working Capital Cue Going Concern
MOHAWK MARKETING: Case Summary & 19 Largest Unsecured Creditors
MORGAN STANLEY: Stable Performance Cues Fitch to Affirm Ratings
MORTGAGES LTD: Righpath Wants Case Converted to Chapter 7
MOVIE GALLERY: India-Based Valuable Group Purchases MovieBeam

MUSIC CITY: Case Summary & Four Largest Unsecured Creditors
NELNET INC: Moody's Confirms Preferred Shelf (P) Rating at Ba1
NEXTPHASE WIRELESS: Hansen Barnett Expresses Going Concern Doubt
OFFICE DEPOT: Moody's Cuts Corporate Family Rating to Ba1
OWENS CORNING: Requests for Final Decree to Close 17 Cases

POST OAK: Voluntary Chapter 11 Case Summary
PIERRE FOODS: Wants Alvarez & Marsal as Restructuring Consultants
QUAKER FABRIC: Court Approves 2nd Amended Disclosure Statement
RED SHIELD: Schedules of Assets and Liabilities Due Today
RED SHIELD: Judge Kornreich Approves Access to Cash Collateral

REVLON INC: June 30 Balance Sheet Upside-Down by $1.06 Billion
SEA CONTAINERS: Accused by Asociacion Peruana of Misstatements
SEMGROUP LP: 18 Parties Balk at $250,000,000 BofA DIP Financing
SEQUOIA COMMUNITY: State Probe Won't Affect Merger with Clinica
SHARPER IMAGE: EVP/CFO May Get Up to $250K Under Incentive Plan

SHARPER IMAGE: Court Okays Termination of Rockefeller Center Lease
SHARPER IMAGE: Trade Creditors Sell Two Claims for $397,594
SOLOMON DWEK: Trustee to Sell 10 Office and Retail Spaces
STEVE & BARRY'S: Selling Assets to Bay Harbour Unit for $163MM
STEVE & BARRY'S: Doesn't Have Interest in 148 Containers, AGI Says

SUNGARD DATA: Fitch's Ratings Unaffected by EUR400MM GL TRADE Deal
SUNGARD DATA: GL Trade Deal Cues Moody's to Retain B2 CF Rating
SW DALLAS: Misses Loan Payments to AFS/IBEX
SW DALLAS: Hearing on Case Dismissal Motion Set for August 13
TEST CENTER: S&P Lowers Corporate Credit Rating to 'B+'

TONY CLOUGH: Case Summary & 20 Largest Unsecured Creditors
TRICOM SA: Wants Exclusive Solicitation Period Extended to Dec. 31
TRICOM SA: Bancredito Says Debtor Waived Attorney-Client Privilege
TROPICANA ENT: Wants Plan Filing Deadline Extended to Jan. 12
TROPICANA ENT: Files Financial Records for Year Ended December 31

TROPICANA ENT: Wants Lease Decision Period Extended to December 1
TRONOX WORLDWIDE: Moody's Cuts Corporate Family Rating to Caa2
UNICO INC: Gets $235,000 from Debentures Sale to Moore Investment
VICORP RESTAURANTS: May Implement Three Management Incentive Plans
VICORP RESTAURANTS: General Claims Bar Date Set for September 5

VOICESERVE INC: Michael T Studer Raises Going Concern Doubt
WCI COMMUNITIES: Files for Bankruptcy; Terminates $125MM Offering
WCI COMMUNITIES: Case Summary & 30 Largest Unsecured Creditors
XM SATELLITE: Moody's Assigns Caa1 Rating to $400MM Notes Due 2014
ZIFF DAVIS: Administrative, Professional Fee Claims Due Aug. 15

* S&P Chips Ratings on 78 Tranches from 16 Cash Flow & Hybrid CDOs

* Hoge Fenton Jones & Appel-San Jose Office Adds Three Lawyers

* Large Companies with Insolvent Balance Sheets


                             *********

600 ALABAMA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 600 Alabama LLC
        1452 Broadway
        San Francisco, CA 94109

Bankruptcy Case No.: 08-31434

Chapter 11 Petition Date: August 1, 2008

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Darya Sara Druch, Esq.
                  (darya@daryalaw.com)
                  Law Offices of Darya Sara Druch
                  1 Kaiser Plaza, Suite 480
                  Oakland, CA 94612
                  Tel: (510) 465-1788

Estimated Assets: Less than $50,000

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

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


725 PULASKI: Case Summary & Three Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 725 Pulaski Properties, LLC
        725 Pulaski Highway
        Joppa, MD 21085

Bankruptcy Case No.: 08-19918

Chapter 11 Petition Date: August 1, 2008

Court: District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  (mkivitz@aol.com)
                  201 North Charles Street
                  Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140

Total Assets: $3,380,075

Total Debts:  $1,359,013

Debtor's list of its three largest unsecured creditors:

   Entity                               Claim Amount
   ------                               ------------
711 Pulaski Highway LLC                      $50,000
c/o Gary Rissling
304 South Tollgate Road
Bel Air, MD 21014

Harford County - Office of Finance           $16,733
P.O. Box 64069
Bel Air, MD 21264-4069

Harford County Government                       $317
220 South Main Street
Bel Air, MD 21014


AIRTRAN HOLDINGS: Posts $13.5MM Net Loss for Second Quarter 2008
----------------------------------------------------------------
AirTran Holdings, Inc., the parent company of AirTran Airways,
Inc., reported a net loss of $13.5 million or $0.12 per diluted
share for the second quarter.  During the same quarter in 2007,
AirTran reported net income of $42.1 million or $0.42 per diluted
share.  As with many other airlines, this quarter's loss is
primarily attributable to the effects of record high fuel costs.  
The Company's loss also includes an impairment charge related to
goodwill of $8.4 million.

AirTran ended June with its highest quarterly unrestricted cash
and investment balance in the history of the Company of $445.9
million.  The Company also successfully negotiated an extension of
its primary credit card processing agreement through December 31,
2009.  In addition, the Company has received a commitment for a
letter of credit facility of up to $150 million available to
satisfy potential holdback requirements with credit card
processors.

Revenues for the second quarter grew 13.0 percent to $693.4
million, an all-time quarterly record.  Second quarter traffic
rose by 13.3 percent on a 12.3 percent increase in capacity,
resulting in a record second quarter load factor of 79.4 percent,
a 0.6 point increase over 2007. Unit revenues in the second
quarter were up 0.1 percent to 10.20 cents per ASM.

AirTran's fuel hedging program has helped mitigate the rising
costs of fuel but has not prevented the adverse impact of higher
fuel prices.  The average price per gallon of fuel increased 70.5
percent to $3.75 in the second quarter compared to $2.20 in the
second quarter of 2007.  Total fuel expense was $368 million, up
$167 million from the prior year.  During the second quarter,
AirTran recorded $51.0 million in net gains related to its fuel
hedging program.  AirTran realized $16.8 million of gains during
the quarter of which $7.4 million reduced fuel expense and $9.4
million were recorded as non-operating gains.  Additionally,
AirTran recorded unrealized gains of $34.2 million which were
recorded as non-operating gains.

At quarter end, the estimated net asset fair value of AirTran's
fuel related derivative financial instruments was $79.7 million.

Going forward, the Company has fuel hedge positions to cover
approximately 70 percent of its fuel needs for the remainder of
the year, which will reduce the price paid for crude oil by
approximately $12 to $15 per barrel at current fuel price levels.

"As in recent quarters, AirTran Airways posted record revenues,
but the steep increase of fuel costs is still an enormous
challenge for the entire airline industry and revenue gains are
not keeping pace with the all-time high fuel costs," said Bob
Fornaro, AirTran's chairman, president and CEO.  "To combat the
difficult fuel environment and carry us through future challenges,
we are focused on creating a sustainable and profitable position
for our airline.  We outlined a five-point plan to achieve this
back in April.  We are maintaining our focus on the quality of our
operation while reducing costs, deferring aircraft deliveries,
cutting capacity, and improving efficiencies as well as raising
capital.  In addition, AirTran Airways Crew Members have
demonstrated an admirable commitment this quarter to serving a
record number of customers and maintaining a high operational
standard as shown by our high on-time and customer service
scores."

AirTran was recently awarded the #1 ranking in the Airline Quality
Rating for 2008, and AirTran ranked #1 in May for on-time
performance among major carriers in the DOT Air Travel Consumer
Report.

After completing a comprehensive review of the fleet and capacity
in the current economic environment, AirTran has taken steps to
reduce growth.  In May, AirTran announced that it would defer the
delivery of 18 Boeing 737-700 aircraft originally scheduled for
delivery between 2009 through 2011 to 2013 through 2014.  A second
agreement was recently reached with Boeing to defer four
additional deliveries of 737-700 aircraft from 2009 to 2015.  
AirTran is now planning for capacity to be down seven to eight
percent during the last four months of 2008.  In addition, the
Company is currently targeting a four to eight percent capacity
reduction in 2009.

"We have taken significant actions to address the challenges of
high fuel and a slowing economy," said Arne Haak, senior vice
president of finance, treasurer and CFO for AirTran Airways.
"During the quarter we further reduced our industry leading non-
fuel CASM by 3.2 percent to 5.73 cents per seat mile.  We are
focused on cash preservation and liquidity and have made
significant progress in strengthening our cash position.  We
continue to work towards additional actions on each front."

On July 29, 2008, members of the AirTran's management conducted a
conference call to discuss the Company's financial results for the
second quarter of 2008.  During the call certain information
regarding estimates for the remainder of 2008 and for 2009 was
provided, a full-text copy of which is available at no charge at:

               http://ResearchArchives.com/t/s?3062  

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is
the parent company of AirTran Airways Inc., which offers more than
700 daily flights to 56 U.S. destinations.  

                          *     *     *

To date, AirTran Holdings Inc. carries Moody's Investors Service
'B3' long-term corporate family and 'Caa2' senior unsecured debt
ratings.  The outlook is stable.


ALVAN MOTOR: Court Appoints Samuel Sweet as Chapter 11 Trustee
--------------------------------------------------------------
At the behest of Habbo G. Fokkena, the U.S. Trustee for Region 9,
the Honorable Daniel S. Opperman of the U.S. Bankruptcy Court for
the Eastern District of Michigan appointed Samuel D. Sweet, Esq.
as the Chapter 11 Trustee in Alvan Motor Freight, Inc. and VZSG
LLC's bankruptcy cases.

Mr. Sweet assured the Court that he does not represent any
interest adverse to the Debtors' estates.

Based in Kalamazoo, Michigan, Alvan Motor Freight, Inc. and
affiliate VZSG, LLC -- http://www.alvanmotor.com/-- provides  
transportation services.  The companies filed for Chapter 11
protection on June 29, 2008 (Bankr. E.D. Mich. Case Nos. 08-21909
and 08-21904).  Dennis M. Haley, Esq. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed total assets of
$22,193,000 and total liabilities of $19,545,000.


ALVAN MOTOR: Teamsters Balk at Trustee's Liquidation Proposal
-------------------------------------------------------------
A substantial number of Alvan Motor Freight, Inc. and VZSG LLC's
employees, who are represented by the Teamsters National Freight
Industry Negotiating Committee, have opposed the Chapter 11
Trustee's request to liquidate the companies.

Samuel D. Sweet, Esq., the Chapter 11 Trustee, had asked the U.S.
Bankruptcy Court for the Eastern District of Michigan to liquidate
the Debtors.  The Debtors intend to liquidate and no further
operations are contemplated subsequent to the closure of the
cases.  Pursuant to Section 1113 of the U.S. Bankruptcy Code,
certain obligations of the Debtors may continue to accrue pursuant
to the Debtors' collective bargaining agreement and could
constitute "super priority" debts.

The Trustee believes that the continued liquidation in Chapter 11
will limit creditors' potential distributions in this case given
the collective bargaining agreement with the Teamsters in this
matter has not been rejected nor could it be rejected in any type
of a timely manner.

The Trustee told the Court that, pursuant to Section 1112(b)(4)(A)
of the Bankruptcy Code, the accruing obligations under the CBAs
contribute substantial or continuing loss to or diminution of the
estate and, as such, constitutes cause for conversion to Chapter 7
liquidation.

The Teamsters union argue that the existing collective bargaining
agreement between the labor group and the Debtors remains in
effect, and that a Chapter 7 liquidation proceeding cannot alter
the status of obligations incurred while the Debtors were under
Chapter 11.

The Teamsters contend that conversion for the purpose of avoiding
continuing accrual of super-priority debts is "futile" because the
CBA is no longer executory and, therefore, cannot be rejected.

Based in Kalamazoo, Michigan, Alvan Motor Freight, Inc. and
affiliate VZSG, LLC -- http://www.alvanmotor.com/-- provides  
transportation services.  The companies filed for Chapter 11
protection on June 29, 2008 (Bankr. E.D. Mich. Case Nos. 08-21909
and 08-21904).  Dennis M. Haley, Esq. represents the Debtors in
their restructuring efforts.  Samuel D. Sweet, Esq. was appointed
as the Chapter 11 Trustee in the Debtors' cases.  When the Debtors
filed for protection from their creditors, they listed total
assets of $22,193,000 and total liabilities of $19,545,000.


ALVAN MOTOR: Seeks to Hire Winegarden Haley as Bankruptcy Counsel
-----------------------------------------------------------------
Alvan Motor Freight, Inc. and its debtor-affiliate VZSG LLC ask
permission from the U.S. Bankruptcy Court for the Eastern District
of Michigan to employ Winegarden Haley Lindholm & Robertson PLC as
their general bankruptcy counsel.

Winegarden Haley will, among others,  represent the Debtors in all
aspects of their Chapter 11 cases including preparation of the
petition and schedules, meetings with the U.S. Trustee, creditors,
and other parties in interest, preparation and filing of any of
the pleadings, attendance at court hearings as well as any other
aspects of the bankruptcy proceeding.

Dennis M. Haley, a member at Winegarden Haley, tells the Court
that the firm's professionals bill the Debtors these hourly rates:

      Members           $305 - $240
      Associates        $220 - $200

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

Based in Kalamazoo, Michigan, Alvan Motor Freight, Inc. and
affiliate VZSG, LLC -- http://www.alvanmotor.com/-- provides  
transportation services.  The companies filed for Chapter 11
protection on June 29, 2008 (Bankr. E.D. Mich. Case Nos. 08-21909
and 08-21904).  Dennis M. Haley, Esq. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed total assets of
$22,193,000 and total liabilities of $19,545,000.


AMERICAN HOME: Wants to Auction $36.6MM Worth of Performing Loans
-----------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
own certain mortgage loans, which are all performing first lien
loans with respect to which, the mortgagors are fulfilling their
required obligations, James L. Patton, Jr., Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware, relates.  The
Debtors own 243 performing mortgage loans with an aggregate unpaid
principal balance of $36,641,482, as of July 14, 2008.  The
mortgage loans are currently being serviced by American Home
Servicing, Inc., which is now owned by AH Mortgage Acquisition
Co., Inc., pursuant to a Court-approved asset purchase agreement
dated as of September 25, 2007.

The Debtors have determined that a potential sale of the Mortgage
Loans pursuant to their proposed sale procedures is a reasonable
exercise of sound business judgment, is consistent with their
fiduciary duties to the bankruptcy estates, and will maximize the
value of the assets for their creditors, Mr. Patton tells the
U.S. Bankruptcy Court for the District of Delaware.

Pursuant to Sections 105(a) and 363 of the Bankruptcy Code, and
Rules 2002, 6004 and 9014 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to:

   -- approve their proposed sale procedures with respect to the
      sale of the Mortgage Loans pursuant to a loan sale and
      interim servicing agreement to be filed prior to the
      hearing on the proposal; and

   -- authorize the sale through an auction process free and
      clear of liens, claims, encumbrances, and interests, other
      than those expressly assumed by the successful bidder; and

   -- approve the Sale Agreement.

Mr. Patton informs Judge Christopher Sontchi that the number of
Mortgage Loans that they propose to sell (i) may decrease as a
result of mortgagors satisfying their loan obligations, or (ii)
increase to the extent the Debtors will supplement the current
pool of Mortgage Loans.  He notes that all of the Mortgage Loans'
liens will attach to proceeds of any sale, and with the same
priority that those Liens had on the Mortgage Loans immediately
prior to the sale.

                    Proposed Sale Procedures

The Debtors propose these guidelines:

   -- Prospective bidders may compete to submit the highest bid
      for the Mortgage Loans on an "as is, where is" basis.  To
      the extent that the Mortgage Loans become non-performing
      loans or real estate owned prior to the sale hearing, the
      Debtors reserve the right to include those loans and REO in
      the sale;

   -- Deadline for filing objections to the sale is on August 20;

   -- Information relevant to the Mortgage Loans will be
      available to potential bidders on the Debtors' Intralinks
      Web site within 24 hours after the bidders sign a valid
      nondisclosure agreement.  The diligence period is from
      August 5 to August 22, 2008;

   -- Bid deadline is on August 22, 2008;

   -- The Debtors will pay potential bidders, excluding any
      stalking horse bidder, up to $200,000, for expense
      reimbursement;

   -- The Debtors will pay the Stalking Horse Bidder reasonable
      costs and expenses in connection with its due diligence
      process a maximum of $150,000;

   -- If only one qualified bid is submitted by the deadline, the
      Debtors will not hold an auction and, if the qualified bid
      is deemed acceptable, instead will seek  the Court's
      approval of the qualified bid on August 27; and

   -- If two or more qualified bids are received by the deadline,
      the Debtors will conduct an auction on August 26, at 10:00
      a.m., Eastern Time; and

   -- Sale hearing will be held on August 27, at 10:00 a.m.
      Closing of the Sale will occur on the next day, August 28.

The Debtors propose to publish a notice of auction in the
national edition of The Wall Street Journal and Bloomberg's
newswire service five days after the approval of the Sale
Procedures.  

The Debtors believe that a targeted sale process is most likely
to achieve the highest and best price for the Mortgage Loans.  
They add that the Notice of Auction and the Sale Procedures are
designed to provide adequate notice to all potentially interested
parties, including those who have previously expressed an
interest in purchasing the Mortgage Loans.

                        About American Home

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

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

(American Home Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).    



AMERICAN HOME: Allowed to Sell $26.86MM Loans to Beltway
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on July 17,
2008, authorized American Home Mortgage Investment Corp. and its
debtor affiliates, to:

   -- conduct a private sale of the Unencumbered Non-Performing
      Loans, including the REO Property;

   -- enter into the Sale Agreement; and

   -- sell, transfer and convey the Unencumbered Non-Performing
      Loans to Beltway Capital LLC.

As reported by the Troubled Company Reporter on July 14, 2008, the
Debtors named Beltway Capital LLC and Lehman Capital as the
successful bidders for certain non-performing loans subject to
security interests held by Bank of America, N.A., and J.P. Morgan
Chase Bank, N.A.  The winning bidders have agreed to pay over 40%
of the unpaid principal balance of those loans.

Moreover, the Debtors withdrew their request to auction off more
than 80 unencumbered mortgage loans, with an aggregate unpaid
balance of approximately $24,000,000, which non-performing loans
are subject to liens by AH Mortgage Acquisition Co., Inc.

The Debtors, however, have subsequently determined that selling
the Unencumbered Non-Performing Loans to Beltway pursuant to the
terms of the proposed "Loan Sale and Interim Servicing Agreement"
is in the best interest of the bankruptcy estates.  Thus, they
propose to pool and sell 82 Unencumbered Non-Performing Loans
with an aggregate UPB of $26,860,066 as of May 31, 2008, to
Beltway for a purchase price which will be determined on a loan
by loan basis.

                  WLR Says Request is Improper

WLR Recovery Fund III, L.P., administrative agent on behalf of
itself and DIP Lenders, opposed the request because the Debtors
have neither sought nor obtained the consent of the DIP Lenders
for the proposed sale of the loans that are secured by the liens
of the DIP Lenders.

According to the DIP Loan Agreement, no borrower will sell,
transfer or dispose of any property, business or assets other
than permitted dispositions, related Victoria W. Counihan, Esq.,
at Greenberg Traurig, LLP, in Wilmington, Delaware.  A Permitted
Dispositions is reasonably satisfactory to the Administrative
Agent, so long as it does not create a Default or Event of
Default, Ms. Counihan explained.

She pointed out that if the Debtors sell the collateral, and that
sale is not reasonably satisfactory to WLR, the Debtors will have
breached the terms of the DIP Loan Agreement.

WLR submitted that the proposed sale is improper at this time,
and should not be allowed.  In addition, WLR reserved all of its
rights under the DIP Loan Agreement and the Final DIP Financing
Order, including its right to declare an Event of Default, to
exercise all available remedies upon a breach of any of the terms
of the agreement.

                        About American Home

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

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

(American Home Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).   


AMERICAN HOME: S&P Downgrades Ratings on Three 2006-2 Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
closed-end second-lien classes from American Home Mortgage
Investment Trust 2006-2's structure group 4.

"The lowered ratings reflect deteriorating pool performance that
has caused actual and projected credit support for the affected
classes to decline. Losses for structure group 4 from this
transaction have eroded overcollateralization (O/C) to $0 from its
target level of approximately $4,727,116 and have resulted in the
write-down of class IV-M-2. Therefore, we have lowered our rating
on this class to 'D' from 'CCC'," S&P says.

As of the July 2008 remittance period, cumulative realized losses
for structure group 4 were 19.29%. Total delinquencies were 15.72%
of the current pool balance, while severe delinquencies (90-plus
days, foreclosures, and REOs) were 9.18%.

The performance trends have caused projected credit support for
structure group 4 from this transaction to fall below a level
sufficient to maintain the previous ratings.

"While reviewing structure group 4 from this transaction, we also
discovered a computation error in an earlier calculation of
performance data utilized in a December 2007 loss estimate that we
now believe may have been too low. However, the negative impact of
the continued poor performance of the underlying collateral is
greater than the increase in the projected loss that likely would
have resulted from the data correction. The discovery of the error
does not affect these rating changes, and the current ratings are
consistent with our revised loss estimates for this transaction
based on the performance data for structure group 4.

"Standard & Poor's will continue to closely monitor the
performance of this transaction. If the transaction incurs losses
and delinquencies that will further erode projected credit
support, we will likely take further negative rating actions."

This transaction is 24 months seasoned, and structure group 4 has
a pool factor of 39.93%. The IV-A class currently has credit
support of $26,193,637. Subordination, excess interest, and O/C
originally provided credit support for structure group 4 from this
transaction. The collateral for structure group 4 originally
consisted of 30-year, fixed-rate, closed-end second-lien mortgage
loans secured by one- to four-family residential properties.

RATINGS LOWERED
   
American Home Mortgage Investment Trust 2006-2 Mortgage-backed
notes

                             Rating

Series      Class       To              From
------      -----       --              ----
2006-2      IV-A        B               A
2006-2      IV-M-1      CC              BB
2006-2      IV-M-2      D               CCC


AMR CORP: Moody's Cuts Corporate Family Rating to Caa1 from B2
--------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of AMR Corp. and its subsidiaries
to Caa1 from B2, and lowered the ratings of its outstanding
corporate debt instruments and certain equipment trust
certificates and Enhanced Equipment Trust Certificates of American
Airlines Inc.  The company's Speculative Grade Liquidity Rating of
SGL-3 was affirmed.  The rating outlook is negative.

The rating actions reflect Moody's view of increased credit risk
as large operating losses combined with particularly sizeable
calls on cash for debt maturities and other requirements could
erode the company's financial strength over the coming year.
Despite some recent moderation in fuel costs and the benefit of
capacity reductions and other management initiatives, Moody's
believes that AMR could experience further losses during the near
term.  With $5.1 billion of unrestricted cash and marketable
securities, an undrawn $255 million revolving credit facility, and
considerable amounts of unencumbered assets AMR has flexibility to
address the current challenging business environment.  Yet,
continued losses combined with material debt maturities between
now and 12/31/09, large scheduled aircraft deliveries (some
portion of which could be financed externally) and the potential
for a significant increase in cash holdbacks by credit card
processors, AMR's liquidity could be considerably reduced over the
coming year.  The rating action reflects Moody's view that the
likelihood of continuing losses and eroding balance sheet strength
at AMR are suggestive of an elevated risk profile that is
consistent with a Caa1 rating at this time.

As the largest U.S. airline, AMR possesses important competitive
advantages including its strong brand recognition, a large
domestic and international route network, well established hub
markets, and good alliance partners, including its participation
in the oneworld alliance.  AMR was one of only two major U.S.
carriers that did not resort to a bankruptcy restructuring during
the 2000 -- 2004 industry downturn.  While it did achieve
significant cost reductions during that time period, it continues
to have a higher level of indebtedness than many of its peers and
its non-fuel costs are above those of many domestic airlines
partly due to fleet age and the full consolidation of its regional
airline subsidiary, American Eagle.  With a large portion of its
narrow body fleet composed of less fuel efficient MD80 aircraft,
AMR's earnings are particularly susceptible to the current
environment of elevated fuel costs.

Like many airlines, AMR has announced aggressive actions to reduce
mainline domestic capacity by approximately 5.7% in 2008 compared
to 2007.  This capacity reduction will involve the idling of over
30 MD80 aircraft which should help to reduce operating costs. The
capacity reductions, in conjunction with similar cuts by other
airlines should contribute to improved ticket pricing.  AMR is
also taking other actions to reduce costs, enhance productivity
and improve passenger yields, and the company maintains a fuel
hedging program that provides some short term benefit from fuel
costs.  Yet with a weakening economic outlook, Moody's is not
certain that these actions will be sufficient to stem cash losses.

With the potential for further losses, and meaningful calls on
cash for debt maturities and other needs, AMR's sizeable cash
balance could begin to erode over the coming year.  The company
faces meaningful debt maturities for the balance of 2008 and an
additional $1.2 billion during 2009.  Capital spending
requirements for new aircraft deliveries alone will likely exceed
$1 billion over this time period, and because of the significant
improved fuel efficiency offered by modern aircraft Moody's
anticipates that AMR will continue to purchase new aircraft.
Aircraft financing markets remain reasonably strong and should
allow AMR to finance at least some portion of these deliveries.
Nonetheless, capital spending could pose a call on cash over the
coming year. The company could also face cash calls associated
with planned workforce reductions and seasonal working capital
requirements as the air traffic liability reverses, and becomes a
cash use during the seasonally weaker winter months.  AMR's credit
card processing banks require the company to comply with a matrix
of financial metrics that includes minimum unrestricted cash and a
fixed charge coverage ratio.  Although there is no holdback
currently imposed by AMR's credit card processing banks, the
credit card processors could impose holdbacks soon as late this
year. The holdback could increase further during 2009, which would
pose a significant additional call on cash.

The SGL-3 Speculative Grade Liquidity Rating considers that with
$5.1 billion of unrestricted cash and an undrawn $255 million
revolving credit facility, AMR has meaningful financial
flexibility to address the current challenging industry
conditions.  However, the prospects for this liquidity to erode
over the course of the coming year, limit the rating at the SGL-3
level. AMR also has a sizeable amount of unencumbered assets and
continues to pursue initiatives to enhance its liquidity through
additional financings, sale leaseback transactions and asset
sales.  Yet, Moody's notes that AMR, which in the first quarter of
2008 announced plans to divest its American Eagle regional airline
subsidiary, has placed this effort on hold until market conditions
stabilize.

The rating actions on AMR's EETCs consider the underlying Caa1
Corporate Family rating, the continuing availability of liquidity
facilities to meet interest payments for 18 months in the event of
a default by AMR, and the asset values of specific aircraft which
comprise the collateral pool for the EETCs.  The ratings on the
senior certificates of the 2001-2 and 2003-1 EETCs reflect that
they are supported by policies issued by monoline insurance
companies.  With respect to ETC transactions, Moody's notes that
in many cases these instruments are secured by MD80 aircraft whose
values have deteriorated considerably as this aircraft type is
likely to become a smaller part of airline fleets due to its
relative cost inefficiencies.

The negative outlook considers the potential for continued
deterioration in AMR's key credit metrics, such as interest
coverage and leverage, due primarily to high fuel costs and a weak
domestic demand environment.  Although load factors remain strong
and Moody's believes AMR may have the ability to obtain premium
revenues due to its strong brand, fare increases are unlikely to
fully offset the impact of elevated fuel costs.  AMR's plan to
reduce capacity in the fall should allow the company to raise
fares in the near term but unless fuel costs decline the company
is likely to continue to sustain further losses.

AMR's rating could be lowered if the company is unable to reverse
operating losses and restore cash flow and financial metrics, or
if weak operating conditions or increased holdback requirements
from credit card processors further constrain available liquidity.

AMR's rating outlook could be stabilized with sustained increases
to revenues or reduced non-fuel costs, or a sustained decline in
fuel costs that increases cash flow from operations and enables
the company to satisfy maturing debt and capital spending
requirements from existing cash reserves and cash from operations.

Downgrades:

Issuer: AMR Corporation

  -- Probability of Default Rating, Downgraded to Caa1 from B2

  -- Corporate Family Rating, Downgraded to Caa1 from B2

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
     Caa2 from Caa1

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Caa2    
     from Caa1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2
     from Caa1

  -- Senior Unsecured Public Income Notes, Downgraded to Caa2 from
     Caa1

  -- Senior Unsecured Shelf, Downgraded to (P)Caa2 from (P)Caa1

Issuer: Alliance Airport Authority Inc.

  -- Revenue Bonds, Downgraded to Caa2 from Caa1

Issuer: American Airlines 1988-A Grantor Trust

  -- Senior Secured Equipment Trust, Downgraded to Caa1 from B2

Issuer: American Airlines Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to B2 from
     Ba3

  -- Pass Through Certificates, Series 1999-1

  -- Class A1 Certificates, Downgraded to Ba2 from Baa2

  -- Class A2 Certificates, Downgraded to Ba2 from Baa2

  -- Class B Certificates, Downgraded to B2 from Ba3

  -- Pass Through Certificates, Series 2001-1

  -- Class A1 Certificates, Downgraded to B1 from Ba1

  -- Class A2 Certificates, Downgraded to B1 from Ba1

  -- Class B Certificates, Downgraded to Caa1 from B1

  -- Class C Certificates, Downgraded to Caa2 from B3

  -- Pass Through Certificates, Series 2001-2

  -- Class A1 Certificates, Downgraded to Ba1 from Baa2

  -- Class A2 Certificates, Downgraded to Ba1 from Baa2

  -- Class B Certificates, Downgraded to Ba3 from Baa3

  -- Secured Global Notes, spare parts transaction

  -- Class A Certificates, Downgraded to Ba3 from Ba1

  -- Secured Notes, spare parts transaction

  -- Class B Certificates, Downgraded to B3 from B1

  -- Series 2005-1 Pass Through Certificates

  -- Class G, Downgraded to Baa3 from Baa1

  -- Class B, Downgraded to B1 from Ba2

  -- Senior Secured Equipment Trust, Downgraded to range of Caa2
     to Caa1 from range of Caa1 to B1

  -- Senior Secured Shelf, Downgraded to (P)B2 from (P)Ba3

Issuer: Chicago O'Hare International Airport, IL

  -- Revenue Bonds, Downgraded to Caa2 from Caa1

  -- Senior Unsecured Revenue Bonds, Downgraded to Caa2 from Caa1

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

  -- Revenue Bonds, Downgraded to Caa2 from Caa1

  -- Senior Secured Revenue Bonds, Downgraded to Caa2 from Caa1

  -- Senior Unsecured Revenue Bonds, Downgraded to Caa2 from Caa1

Issuer: Dallas-Fort Worth TX, Regional Airport

  -- Revenue Bonds, Downgraded to Caa2 from Caa1

Issuer: New Jersey Economic Development Authority

  -- Revenue Bonds, Downgraded to Caa2 from Caa1

Issuer: New York City Industrial Development Agcy, NY

  -- Revenue Bonds, Downgraded to Caa2 from Caa1

  -- Senior Unsecured Revenue Bonds, Downgraded to Caa2 from Caa1

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

  -- Revenue Bonds, Downgraded to Caa2 from Caa1

Issuer: Puerto Rico Ports Authority

  -- Senior Unsecured Revenue Bonds, Downgraded to Caa2 from Caa1

Issuer: Raleigh-Durham Airport Authority, NC

  -- Revenue Bonds, Downgraded to Caa2 from Caa1

Issuer: Regional Airports Improvement Corporation, CA

  -- Senior Unsecured Revenue Bonds, Downgraded to Caa2 from Caa1

Issuer: Tulsa OK, Municipal Airport Trust

  -- Revenue Bonds, Downgraded to Caa2 from Caa1

  -- Senior Secured Revenue Bonds, Downgraded to Caa2 from Caa1

  -- Senior Unsecured Revenue Bonds, Downgraded to Caa2 from Caa1

Other Changes:

Issuer: AMR Corporation

  -- Senior Unsecured Conv./Exch. Bond/Debenture, to LGD5, 81%
     from LGD5, 83%

  -- Senior Unsecured Medium-Term Note Program, to LGD5, 81% from
     LGD5, 83%

  -- Senior Unsecured Regular Bond/Debenture, to LGD5, 81% from
     LGD5, 83%

  -- Senior Unsecured Public Income Notes, to LGD5, 81% from LGD5,
     83%

  -- Senior Unsecured Shelf, to LGD5, 81% from LGD5, 83%

Issuer: Alliance Airport Authority, Inc.

  -- Revenue Bonds, to LGD5, 81% from LGD5, 83%

Issuer: American Airlines Inc.

  -- Senior Secured Bank Credit Facility, to LGD2, 27% from LGD3,
     30%

Issuer: Chicago O'Hare International Airport, IL

  -- Revenue Bonds, to LGD5, 81% from LGD5, 83%

  -- Senior Unsecured Revenue Bonds, to LGD5, 81% from a range of
     83 - LGD5 to 82 - LGD5

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

  -- Revenue Bonds, to LGD5, 81% from LGD5, 83%

  -- Senior Secured Revenue Bonds, to LGD5, 81% from LGD5, 83%

  -- Senior Unsecured Revenue Bonds, to LGD5, 81% from LGD5, 83%

Issuer: Dallas-Fort Worth TX, Regional Airport

  -- Revenue Bonds, to LGD5, 81% from LGD5, 83%

Issuer: New Jersey Economic Development Authority

  -- Revenue Bonds, to LGD5, 81% from LGD5, 83%

Issuer: New York City Industrial Development Agcy, NY

  -- Revenue Bonds, to LGD5, 81% from LGD5, 83%

  -- Senior Unsecured Revenue Bonds, to LGD5, 81% from LGD5, 83%

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

  -- Revenue Bonds, to LGD5, 81% from LGD5, 83%

Issuer: Puerto Rico Ports Authority

  -- Senior Unsecured Revenue Bonds, to LGD5, 81% from LGD5, 83%

Issuer: Raleigh-Durham Airport Authority, NC

  -- Revenue Bonds, to LGD5, 81% from LGD5, 83%

Issuer: Regional Airports Improvement Corporation, CA

  -- Senior Unsecured Revenue Bonds, to LGD5, 81% from LGD5, 83%

Issuer: Tulsa OK, Municipal Airport Trust

  -- Revenue Bonds, to LGD5, 81% from LGD5, 83%

  -- Senior Secured Revenue Bonds, to LGD5, 81% from LGD5, 83%

  -- Senior Unsecured Revenue Bonds, to LGD5, 81% from LGD5, 83%

Outlook Actions:

Issuer: AMR Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: American Airlines 1988-A Grantor Trust

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: American Airlines Inc.

  -- Outlook, Changed To Negative From Rating Under Review

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


ASARCO LLC: Discloses Treatment & Classification of Claims
----------------------------------------------------------
ASARCO LLC and its debtor-affiliates' Joint Plan of Reorganization
provides for ASARCO to sell substantially all of its tangible and
intangible assets to Sterlite (USA), Inc.  Majority of the
proceeds from such sale, together with Distributable Cash and
Subsequent Distributions, will be paid to holders of Allowed
Claims in accordance with the priorities established by the
Bankruptcy Code, as:

Class  Description         Treatment & Recovery
-----  -----------         --------------------
N/A    Allowed             Allowed Administrative Claims filed
        Administrative      by Professionals hired under the
        Claims              Bankruptcy Code will be paid.
                           
                            Allowed Administrative Claims
                            resulting from (a) postpetition
                            liabilities incurred in the ordinary
                            course of business by a Debtor, or
                            (b) postpetition contractual
                            liabilities arising as a result of
                            loans and advances will be paid in
                            accordance with the terms of the
                            particular transactions relating to
                            the liabilities and agreements.

                            Assumed Liabilities will be paid by
                            the Plan Sponsor.

                            JP Morgan Chase Bank, N.A., will
                            receive the Allowed Amount of any
                            Administrative Claim under the Credit
                            Facility in Cash, on the Effective
                            Date.

                            Any Administrative Claims of the U.S.
                            Government or the States under civil
                            environmental laws relating to certain
                            sites will be addressed through the
                            Environmental Custodial Trust
                            Settlement Agreements.

                            All other Allowed Administrative
                            Claims will be paid in Cash on the
                            Effective Date, unless the holder
                            agrees to other, lesser treatment for
                            the Claim.

                            Estimated Recovery: 100%

N/A    Priority Tax        Allowed Priority Tax Claims will be
        Claims              paid in full on the Effective Date,
                            unless the holder agrees to other,
                            lesser treatment for the Claim.

                            Estimated Recovery: 100%

N/A    Future Asbestos     Future Asbestos Demands will be
        Demands             determined, processed, and liquidated
                            pursuant to the asbestos trust
                            distribution procedures, and paid by
                            the Asbestos Trust.

                            Estimated Recovery: __% to 100%


1      Priority Claims     Allowed Priority Claims will be paid
                            on the Effective Date or later.  Each
                            holder of an Allowed Class 1 Priority
                            Claim will be Paid in Full.

                            Unimpaired. Deemed to accept the Plan.
                            Not entitled to vote.

                            Estimated Recovery: 100%

2      Secured Claims      Each holder of an Allowed Class 2
                            Secured will, at the election of the
                            Debtors, either (1) be Paid in Full,
                            or (2) be Reinstated.

                            Unimpaired if reinstated.
                            Impaired if paid in full.

                            Estimated Recovery: 100%

3      Trade and General   Each holder of an Allowed Class 3
        Unsecured Claims    General Unsecured Claim (1) will be
                            paid the Allowed Amount of the
                            holder's Claim, in Cash, and (2) will
                            be paid the Pro Rata Postpetition
                            Interest Payment out of (A) any
                            Available Plan Funds after the Class 5
                            and Class 9 Principal Payment are paid
                            in their entirety and (B) the Class 3,
                            4, 6, 7 and 8 Litigation Proceeds, if
                            any, until the Pro Rata Postpetition
                            Interest Payment is fully paid.

                            Impaired.  Entitled to vote.

                            Estimated Recovery: __% to 100%

4      Bondholders'        Each holder of an Allowed Bondholders'
        Claims              Claim will, at the option of
                            the Debtors, be (1) Reinstated or
                            (2) paid the Pro Rata Postpetition
                            Interest Payment out of (A) any
                            Available Plan Funds after the Class 5
                            and Class 9 Principal Payment are paid
                            in their entirety and (B) the Class 3,
                            4, 6, 7 and 8 Litigation Proceeds,
                            until the Pro Rata Postpetition
                            Interest Payment is fully paid.

                            Unimpaired if reinstated.
                            Impaired if paid in full.

                            Estimated Recovery: 100%

5       Unsecured          On the Effective Date, liability of
         Asbestos Personal  all the Debtors for all Unsecured
         Injury Claims      Asbestos Personal Injury will be
                            assumed by, and channeled to, the
                            Asbestos Trust.  The Asbestos Trust
                            will create an Asbestos Premises
                            Liability Claims Fund for payment of
                            all Asbestos Premises Liability
                            Claims, and an Asbestos Personal
                            Injury Claims Fund for payment of all
                            Unsecured Asbestos Personal Injury
                            Claims other than Asbestos Premises
                            Liability Claims.

                            Impaired.  Entitled to vote.

                            Estimated Recovery: __% to 100%

6      Toxic Tort Claims   Each holder of an Allowed Class 6
                            Toxic Tort Claim (1) will be paid the
                            Allowed Amount of the holder's Claim,
                            in Cash, and (2) will be paid the Pro
                            Rata Postpetition Interest Payment out
                            of (A) any Available Plan Funds after
                            the Class 5 and Class 9 Principal
                            Payment is paid in its entirety and
                            (B) the Class 3, 4, 6, 7 and 8
                            Litigation Proceeds until the Pro Rata
                            Postpetition Interest Payment is fully
                            paid.

                            Impaired.  Entitled to vote.

                            Estimated Recovery: __% to 100%

7      Previously Settled  Each holder of an Allowed Class 7
        Environmental       Claim (1) will be paid the Allowed
        Claim               Amount of the holder's Claim, in Cash,
                            and (2) will be paid the Pro Rata
                            Postpetition Interest Payment out of
                            (A) any Available Plan Funds after the
                            Class 5 and Class 9 Principal Payment
                            is paid in its entirety and (B) the
                            Class 3, 4, 6, 7 and 8 Litigation
                            Proceeds (if any), until the Pro Rata
                            Postpetition Interest Payment is fully
                            paid.

                            Impaired.  Entitled to vote.

                            Estimated Recovery: __% to 100%

8      Miscellaneous       Each holder of an Allowed Class 8
        Federal and State   Claim (1) will be paid the Allowed
        Environmental       Amount of the holder's Claim, in Cash,
        Claims              and (2) will be paid the Pro Rata
                            Postpetition Interest Payment out of
                            (A) any Available Plan Funds after the
                            Class 5 and Class 9 Principal Payment
                            is paid in its entirety and (B) the
                            Class 3, 4, 6, 7 and 8 Litigation
                            Proceeds (if any), until the Pro Rata
                            Postpetition Interest Payment is fully
                            paid.

                            Impaired.  Entitled to vote.

                            Estimated Recovery: __% to 100%

9       Residual           Each holder of an Allowed Class 9
         Environmental      Claim will receive (a) the holder's
         Claims             share of the Class 5 and Class 9
                            Principal Payment; (b) the holder's
                            share of the Class 5 and Class 9
                            Supplemental Distribution (if any);
                            and (c) the holder's share of the
                            Litigation Trust Interests, provided
                            that the Litigation Proceeds will
                            first be paid to satisfy the Class 3,
                            4, 6, 7 and 8 Litigation Proceeds and
                            the Asbestos Trust's Priority
                            Litigation Proceeds.

                            Impaired.  Entitled to vote.

                            Estimated Recovery: __% to 100%

10     Late-Filed Claims   Each holder of an Allowed Class 10
                            Claim, to the extent of any Available
                            Plan Funds remaining after the Class 5
                            and Class 9 Supplemental Distribution
                            has been paid in its entirety, will be
                            Paid in Full or receive a pro rata
                            distribution of any Available Plan
                            Funds.  If the remaining Available
                            Plan Funds are not sufficient to
                            permit all Class 10 Claims to be Paid
                            in Full, each holder will receive a
                            pro rata distribution on the amount of
                            that holder's Claim as provided in a
                            settlement agreement establishing the
                            amount of the Allowed Late-Filed Claim
                            or a Final Order adjudicating the
                            amount of the Allowed Late-Filed
                            Claim.  If Available Plan Funds remain
                            after the payment, each holder will
                            receive a pro rata distribution of
                            Postpetition Interest.  Those
                            distributions will be made within __
                            days after the Plan Administrator
                            determines that funds are available to
                            make a distribution.

                            Impaired.  Entitled to vote.

                            Estimated Recovery: 0% to 100%

11      Subordinated       To the extent any Available Plan Funds
         Claims             remaining after Class 10 Claims are
                            paid in full, each holder of an
                            Allowed Subordinated Claim, will be
                            Paid in Full or receive a pro rata
                            distribution of any Available Plan
                            Funds, in full settlement of the
                            Claim.  If the remaining Available
                            Plan Funds are not sufficient to
                            permit all Claims to be Paid in Full,
                            each holder will receive a pro rata
                            distribution on the Allowed Amount of
                            that holder's Claim.  If Available
                            Plan Funds remain after payment, each
                            holder will receive a pro rata
                            distribution of Postpetition Interest.
                            Those distribution will be made within
                            __ days after the Plan Administrator
                            determines that funds are available to
                            make a distribution.

                            Impaired.  Entitled to vote.

                            Estimated Recovery: 0% to 100%

12      Interests in       Canceled.  Holders of Class 12
         ASARCO             Interests will receive any
                            Available Plan Funds after Class 11
                            Claim holders have been paid in full.

                            Impaired.  Entitled to vote.

                            Estimated Recovery: 0% to 100%

13      Interests in       Canceled.  Holders of Class 13
         Asbestos           Interests will not receive any
         Debtors            distribution under the Plan.

                            Impaired.  Deemed to reject the Plan.
                            Not entitled to vote.

                            Estimated Recovery: 0% to 100%

14      Interests in       Canceled.  Holders of Class 14
         Other Debtors      Interests will not receive any
                            distribution under the Plan.

                            Impaired.  Deemed to reject the Plan.
                            Not entitled to vote.

                            Estimated Recovery: 0% to 100%

Intercompany Claims other than (a) Derivative Asbestos Claims,
which are resolved pursuant to the Asbestos Settlement Agreement,
and (b) any Claims or causes of action asserted in the Litigation
Trust Claims will be released and extinguished pursuant to the
Plan, and no distributions will be made under the Plan with
respect to Intercompany Claims.  Holders of Intercompany Claims
will not be entitled to vote on the Plan.

The Plan provides that Unsecured Asbestos Personal Injury Claims
and Residual Environmental Claims will be paid $750,000,000 each,
and will receive a supplemental distribution of $102,000,000
each.

                        About ASARCO LLC

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

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

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

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

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  (ASARCO Bankruptcy
News, Issue No. 78; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Court Sets Sept. 19 as Administrative Claims Bar Date
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas fixed
Sept. 19, 2008 as the bar date for filing requests for payment of
administrative expenses in ASARCO LLC and its debtor-affiliates
Chapter 11 cases, including requests for payment under Sections
503(b), 365, 507(b) or 1147(e)(2) of the U.S. Bankruptcy Code,
which expenses are accrued and unpaid through September 19.

The Debtors are expected to serve notice of the Administrative Bar
Date substantially in the form similar to Official Bankruptcy Form
No. 10.

Any holder of an Administrative Expense Claim that fails to file
an Administrative Expense Claim on or before the Administrative
Bar Date (i) be forever barred, estopped, and permanently enjoined
from asserting an Administrative Expense Claim against the
Debtors, their successors, or their property; and (ii) not be
entitled to receive further notices regarding the Administrative
Expense Claims.

The Administrative Bar Date applies to all postpetition
Administrative Expense Claims or requests for payment by non-
debtor affiliates and insiders of the Debtors, including
Americas Mining Corporation, ASARCO Inc., and ASARCO USA Inc.,
and necessarily includes all claims relating to, or requests for
payment or reimbursement of, tax or tax-related debts arising
prior to or associated with tax periods in whole or in part prior
to the Administrative Bar Date, regardless of whether contingent
or unliquidated as of the date.

The Debtors clarified that the September 19 Bar Date excludes:

   (a) Administrative Claims of one Debtor against another
       Debtor;

   (b) Administrative Claims of professional persons retained
       pursuant to a Court order for compensation of fees and
       reimbursement of expenses and any administrative claims by
       professionals for the United Steelworkers;

   (c) Administrative Claims of the members of the Committees and
       counsel to those members for compensation of fees and
       reimbursement of expenses;

   (d) Claims for postpetition goods or services due and payable
       in the ordinary course of the Debtors' business;

   (e) Administrative Claims of current or former employees or
       labor unions representing those individuals or benefit
       plans to whom contributions are made under a collective
       bargaining agreement, for post-bankruptcy wages,
       compensation, expenses, grievances, medical benefits,
       retirement benefits or any other post-bankruptcy benefits
       under an employee benefit plan of a Debtor or court
       approved retention, severance or recruiting plan,
       including but not limited to any amounts authorized to be
       paid by the Debtors under the order authorizing payment of
       prepetition wages and benefits;

   (f) Administrative Claims previously allowed by Court order;

   (g) Administrative Claims on account of which a motion
       requesting allowance and payment already has been filed in
       the Court, against the Debtors; and

   (h) Administrative Claims held by the U.S. Trustee for
       Region 7, which arise under Section 1930(a)(6) of the
       Judiciary and Judicial Procedure Code.

According to James R. Prince, Esq., at Baker Botts L.L.P., in
Dallas, Texas, establishment of an initial administrative bar
date is necessary to aid the pursuit of confirmation of a plan of
reorganization of the Debtors.  A bar date for administrative
expenses will enable the Debtors to ascertain the value that will
be available for distribution to creditors after payment of
administrative and priority claims, he added.

                         About ASARCO LLC

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

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

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

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

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  (ASARCO Bankruptcy
News, Issue No. 78; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ATHERTON-NEWPORT: Case Summary & 100 Largest Unsecured Creditors
----------------------------------------------------------------
Main Debtor: Atherton-Newport Investments, L.L.C.
             4 Park Plaza, Suite 1050
             Irvine, CA 92694

Bankruptcy Case No.: 08-10230

Debtor-affiliates that filed separate Chapter 11 petitions:

   Entity                            Case No.     Filing Date
   ------                            --------    --------------
   Atherton-Newport Fund 125, LLC    08-14535     July 31, 2008
   Atherton-Newport Fund 126, LLC    08-14143     July 17, 2008
   Atherton-Newport Redondo LLC      08-11471    March 28, 2008
   Atherton-Newport Fund 124, LLC    08-11280    March 18, 2008

Type of Business: The Debtor group is a real estate investment and
                  development company based in Irvine, California.  
                  Formed in 2001, it has expertise in the
                  acquisition, rehabilitation, repositioning and
                  management of multi-family investments, as well
                  as the entitlement and development of infill
                  residential sites.  Its investments are focused
                  on two major segments of the residential real
                  estate market, namely apartment assets with
                  value-added potential and land to be entitled
                  for residential development.  See
                  http://www.atherton-newport.com/

Chapter 11 Petition Date: January 16, 2008

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtors' Counsel: Joseph A. Eisenberg, Esq.
                  Jeffer, Mangels, Butler & Marmaro, L.L.P.
                  1900 Avenue of the Stars, 7th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 203-8080

                         -- and --

                  David W. Meadows, Esq.
                  (david@davidwmeadowslaw.com)
                  Law Offices of David W. Meadows
                  1801 Century Park East, Suite 1250
                  Los Angeles, CA 90067
                  Tel: (310) 557-8490
                  Fax: (310) 557-8493
                  http://davidwmeadowslaw.com/

                         -- and --

                  Stephen R. Wade, Esq.
                  (dp@srwadelaw.com)
                  400 North Mountain Avenue, Suite 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865
                  http://www.srwadelaw.com/

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

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

A. Atherton-Newport Investments LLC's 20 largest unsecured
   creditors:

   Entity                      Claim Amount
   ------                      ------------
Greenover Managers               $2,000,000
Attention: Kelly Williams
2030 Eastover Drive
Jackson, MS 39211

Nikolai Khabibulin               $1,250,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

A.L.& Shiela Ross                $1,225,000
3535 East Coast Highway,
Suite 362
Corona del Mar, CA 92625

The Ross Family Trust            $1,210,000
3535 East Coast Highway,
Suite 362
Corona del Mar, CA 92625

Harry & Brandy Halladay          $1,100,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

Vladimir Guerrero                $1,100,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

Buckweitz Investments              $700,000
Attention: J. Buckweitz
9173 Pinnacle Court
Naples, FL 34113

Robert & Candace Ryan              $700,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

Brian Leetch                       $600,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

Kiritkumar Patel                   $580,000
30138 Villa Alturas
Temecula, CA 92592

Tim Bryant                         $560,000
25391 Spotted Pony Lane
Laguna Hills, CA 92653

Sergei Zubov                       $500,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

Erubiel Durazo                     $500,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

Ethan Thomas                       $500,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

Antonio Cagnolo                    $480,000
2949 Cliff Drive
Newport Beach, CA 92663

Henry Weingarten Trust             $450,000
Attention: H. Weingarten
4611 Westchester Drive
Woodland Hills, CA 91364

S.P.E.P. Investments               $440,000
Attention: J. Klaff
1150 Summer Street
Stamford, CT 06905

Steven Di Mercurio                 $425,000
1060 Crest Avenue
Pacific Grove, CA 93950

Maly Trust                         $400,000
Attention: Life Wealth
27441 Tourney Road, Suite 240
Valencia, CA 91355

Christeen Brown Irrevocable        $400,000
Trust
Attention: Life Wealth
27441 Tourney Road, Suite 240
Valencia, CA 92355

B. Atherton-Newport Fund 124, LLC's 20 largest unsecured
   creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Legg Mason Real Estate         real estate            $11,443,122
Investors
10880 Wilshire Boulevard,
Suite 1760
Los Angeles, CA 90024

Tempe Paint                                               $22,349
6515 South Rural Road
Tempe, AZ 85283

City of Henderson                                         $19,065
P.O. Box 95011
Henderson, NV 89009

Gaia Tech, Inc.                                           $16,218

Home Depot Supply                                         $14,178

Escalera Landscaping                                      $12,665

Wilmar                                                    $10,737

James Stevens & Daniels                                    $9,793

For Rent Magazine                                          $8,789

Cox Communication                                          $6,769

Classic Design Group                                       $6,227

The Glidden Co.                                            $5,917

Lamb Asphalt Maintenance                                   $5,909

Preferred Electric                                         $5,685

Republic Services of South                                 $5,554
Nevada

Apartment Guide                                            $5,175

Consumer Source                                            $5,175

EZ Maintenance                                             $4,860

Cherokee Blind & Door                                      $4,354

Lange Plumbing                                             $4,227

C. Atherton-Newport Redondo LLC's 20 largest unsecured
   creditors:

   Entity                           Claim Amount
   ------                           ------------
Perkins Cole                             $17,025
1201 Third Avenue,
40th Floor
Seattle, WA 98111

Buy-Rite Carpet Wholesaler                $7,085
1402 Auburn Way N., #455
Auburn, WA 98270

Apcon                                     $6,176
4105 114th Avenue E.
Puyallup, WA 98372

Absolute Maintainance                     $2,175

ABC Landscape Services Inc.               $2,216

Cascade Roof & Gutter                     $1,414

Consumer Source Inc.                      $1,277

Cortez Cleaning Services                  $1,535

Cover-All Inc.                            $1,028

E-Rein Construction Services LLC          $2,869

Glacier Management Inc.                   $2,475

Green River Landscaping                   $4,284

Guardian Asphalt Inc.                     $3,209

HD Supply Facilities Maintainance Ltd.    $4,539

New Life Carpet Cleaning Inc.             $2,893

Qwest                                     $1,191

Rent.com Inc.                             $1,047

Rental Recovery                           $2,435

Waste Management Federal Waste Disposal   $3,675

White, Nelson & Co. LLP                   $3,129

D. A list of Atherton-Newport Fund 126, LLC's 20 largest
   unsecured creditors is available for free at:

           http://bankrupt.com/misc/califcb08-14143.pdf

E. A list of Atherton-Newport Fund 125, LLC's 20 largest
   unsecured creditors is available for free at:

            http://bankrupt.com/misc/cacb08-14535.pdf


AVAYA INC: Moody's Rates $1.45BB Unsecured Bridge Facilities Caa1
-----------------------------------------------------------------
Moody's Investors Service affirmed Avaya Inc.'s B2 corporate
family rating and stable ratings outlook and assigned Ba3 ratings
to its previously unrated senior secured $335 million ABL revolver
and Caa1 ratings to its previously unrated $1.45 billion in senior
unsecured bridge facilities.  The company was acquired by TPG
Capital LLC and Silver Lake Partners on Oct. 26, 2007 for
$8.3 billion.

These ratings have been affirmed:

  -- Corporate family rating, B2

  -- Probability of default, B2

  -- $200 million Senior Secured Revolving Credit Facility, Ba3,   
     LGD3 (32%)

  -- $3,800 million Senior Secured Term Loan, Ba3, LGD3 (32%)

These ratings will be assigned:

  -- $335 million Senior Secured ABL Revolving Credit Facility,
     Ba3, LGD3 (32%)

  -- $700 million Senior Unsecured Bridge Loan due 2015, Caa1,
     LGD5 (85%)

  -- $750 million Senior Unsecured PIK Toggle Bridge Loan due  
     2015, Caa1, LGD5 (85%)

The above debt instrument ratings were determined using Moody's
Loss Given Default Methodology and based on relative priority of
the debt instruments within the capital structure.

The B2 corporate family rating reflects the significant leverage
used to finance the buyout offset by the company's industry
leading position within the enterprise telephony market and
favorable replacement trends facing the industry.  Leverage as of
June 30, 2008 is estimated to be in excess of 7x funded debt to
EBITDA (on a Moody's adjusted basis which includes approximately
$663 million of unfunded pension obligations).  Despite the strong
cash generating capabilities of the underlying business, the debt
service, pension service and capital requirements of the business
leave minimal cash in the next few years to pay down debt and
little cushion in the event of a downturn.  Leverage and cash flow
coverage at these levels are suggestive of a B3 rating, but the
strength of the company's business and major cost cutting
initiatives are positive factors that offset the company's high
leverage.  However, the rating remains weakly positioned at the
low end of the B2 rating category.

The stable ratings outlook reflects the view that the company will
continue to benefit from the general growth in IP telephony
upgrades, maintain their market share and realize on their cost
cutting initiatives.  The stable outlook also reflects the cash
levels, revolver availability and covenant-free loan agreements
which should provide ample liquidity over the next twelve months.
The ratings and outlook accommodate a moderate degree of economic
softness but could be negatively impacted by a significant slow
down in enterprise telephony spending.  The ratings could also be
negatively impacted by a loss of market share or challenges in
remedying channel issues, implementing the planned restructuring
or reducing leverage.  Moody's does not anticipate an upgrade in
the near term given the high debt levels.

Moody's notes that the company experienced greater than industry
year over year declines in revenues in the Company's 2nd and 3rd
fiscal quarters with resultant declines in EBITDA. The declines
were primarily a result of softening demand in North America as
well as challenges in their indirect channel.  Fiscal Q3 showed
some improvement over Q2 and early indications for Q4 are
favorable.

Avaya is a into the enterprise telephony industry and holds the
largest market share in numerous sub-segments.  The industry is
going through a significant upgrade cycle as customers replace or
migrate their traditional TDM phone systems to next generation
internet protocol (IP) systems.  The company has one of the
largest installed bases of corporate phone systems in the world.
Incumbency is a key ratings driver as customers tend to be
"sticky" and generate a recurring revenue stream from multi-year
maintenance contracts, upgrades, replacements and expansions once
a system has been put in place.  The company is also a leader in
sales of IP based enterprise telephony systems.  While Cisco
initially dominated the IP enterprise phone market, Avaya has made
significant strides and in numerous segments has surpassed Cisco.

Avaya Inc., based in Basking Ridge, New Jersey, is a supplier of
communications systems and software for enterprise customers.  The
company had revenues of approximately $5.3 billion for fiscal
2007.


BOSCOV'S INC.: Files for Bankruptcy, Gets $250 Mil. Loan from BoA
-----------------------------------------------------------------
Boscov's, Inc. and seven of its affiliates filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code
before the United States Bankruptcy Court for the District of
Delaware after failing to refinance debt, various sources report.  
Boscov's Travel Center and Business Travel, separate entities, are
not part of the filing and their businesses are unaffected by the
bankruptcy.

Boscov's will continue to operate without interruption during the
reorganization and its stores are open for business.

Boscov's has secured an agreement in principle for $250 million
in debtor-in-possession financing from Bank of America to provide
adequate working capital to meet ongoing obligations during the
restructuring.  According to Bloomberg News, BoA's $250 million
loan consists of:

   -- a $225 million senior revolving credit facility, and
   -- a $25 million "last out revolver advance."

The company, the report says, listed total assets of $538 million
and total debts of $479 million.

Bloomberg citing papers filed with the Court, says the company owe
$32.6 million in aggregate to its 40 largest unsecured creditors.  
The creditors include:

                                   Asserted Claim
                                   --------------
     Jones Apparel Group Inc.        $3.1 million
     Kellwood                        $2.6 million
     VF1                             $1.3 million

The decision to file for Chapter 11 protection was driven largely
by the impact of the current economic downturn and decline in
consumer spending on the company's operating performance.  Chapter
11 provides Boscov's with the tools and time to strengthen its
balance sheet, close underperforming stores, revisit certain
agreements and position the Company for long-term success.  The
company expects to be able to continue paying active employee
salaries and benefits as well as to honor current gift cards,
product warranties and bridal registries.

"Despite the cost savings, operational and merchandising
improvements Boscov's has put in place over the last few months, a
great workforce and loyal customers, the downturn in the overall
economy and consumer spending along with the serious credit market
crunch have put severe pressure on our Company's financial
position," said Ken Lakin, Chairman and CEO.  "We have made the
strategic decision to utilize a Chapter 11 filing to proactively
address our capital structure.  As we progress with the
restructuring, our stores and website will remain open for
business and we look forward to providing our customers with the
wide selection, great prices and warm personalized service that
Boscov's is known for."

Boscov's intends to begin work immediately with the company's
creditors and other constituencies on a Plan of Reorganization and
expects to be able to file its Plan with the Court later this
fall.

The Company said that as part of its financial restructuring it
will close 10 underperforming stores including:

   -- Whitemarsh in Baltimore, Maryland;
   -- Marley Station in Glen Burnie, Maryland;
   -- Owings Mills in Owings Mills, Maryland;
   -- Monroeville in Monroeville, Pennsylvania;
   -- South Hills in Pittsburgh, Pennsylvania;
   -- Oxford Valley in Langhorne, Pennsylvania;
   -- Montgomery in North Wales, Pennsylvania;
   -- Monmouth in Eatontown, New Jersey;
   -- Danville in Danville, Virginia; and
   -- Harrisburg East in Harrisburg, Pennsylvania.

Bloomberg relates that the company is asking the Court to approve
proposed auction procedures for the retention of a liquidation
firm to assist with store-closing sales.  The company tells the
Court that it wants an Aug. 12 auction.  Boscov's plan to wind-
down about $34 million in merchandise by Aug. 15, 2008, the report
notes.

The company entered into an agency agreement with Gordon Brothers
Retail Partners LLC for $35 million, the report says.  In the
event the company consummates the sale to another party, Gordon
Brother will be paid a $50,000 termination fee.  During the
auction, other bidders must surpass Gordon Borthers' offer by
$75,000, the report notes.

"After completing a detailed analysis of all our operations,
we made the difficult but necessary decision to close 10
underperforming stores," added Mr. Lakin.  "This will help us
realize additional cost savings and operational efficiencies and
improve our financial base so that we can better serve all of our
constituencies."

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com-- America's largest family-owned  
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.


BOSCOV'S INC: Case Summary & 40 Larges Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Boscov's Inc.

Bankruptcy Case No.: 08-11637

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Retail Construction & Development Inc.             08-11642
Boscov's Department Store, LLC                     08-11638
Boscov's PSI Inc.                                  08-11640
Boscov's Finance Company Inc.                      08-11636
SDS Inc.                                           08-11641
Boscov's Transportation Company LLC                08-11639
Boscov's Investment Company                        08-11635

Type of Business: Boscov's Inc. is a department-store chain
                  founded in 1911 in Reading, Pennsylvania

Chapter 11 Petition Date: Aug. 4, 2008

Court: U.S. Bankruptcy Court for the District of Delaware

Judge: Kevin Gross

Debtors' Counsel: Daniel J. DeFranceschi, Esq.
                  Richards Layton & Finger
                  One Rodney Square
                  P,O, Bix 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7701
                  E-mail: defranceschi@rlf.com

                  L. Katherine Good, Esq.
                  Richards, Layton & Finger, P.A.
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  E-mail: good@rlf.com

Financial Advisor:
                
                  Capstone Advisory Group                  

Investment Banker:

                  Lehman Brothers Inc.

Estimated Assets: $500 million to $1 billion

Estimated Debts:  $100 million to $500 million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Jones Apparel Group Inc.       Trade Debt            $3,110,015
250 Ritten House Circle
Bristol, PA 19007-0000

Kellwood                       Trade Debt            $2,600,364
600 Kellwood Parkway
Chesterfield, MO 63017

VFI                            Trade Debt            $1,332,266
P.O. Box 21488
Greensboro, NC 27420-1488

Dunner                         Trade Debt            $1,262,788
1411 Broadway, 36th Floor
New York, NY 10018               

GMAC Commercial Credit LLC     Trade Debt            $1,199,846
Commercial Services Div.
Credit Dept.
1290 Avenue of the Americas
3rd Floor
New York, NY 10104

Hanes                          Trade Debt            $1,151,218
P.O. Box 1413
Winston-Salem, NC 27102

PVH                            Trade Debt            $1,077,054
P.O. Box 6960
Bridgewater, NJ 08807

Adidas                         Trade Debt            $1,030,328
5675 N. Blackstock Road
Spartanburg, SC 29303

H&R Real Estate Investment     Rent Payable          $1,023,727
Trust                      
3625 Dufferin Street Suite 500
Downsview, Ontario M3K1N4
Canada

Kellermeyer Building Services  Trade Debt              $939,762
LLC

Philadelphia Newspapers LLC    Trade Debt              $930,047
Monthly Advertising
P.O. Box 822063
Philadelphia, PA 19182-2063    

Capital Business Credit LLC    Trade Debt              $839,394
1700 Broadway, 19th Floor
New York, NY

Levi Strauss & Co.             Trade Debt              $834,285
1411 Broadway, 11th Floor
New York, NY 10018

Polo                           Trade Debt              $781,988
4100 Beechwood Drive
Greensboro, NC 10018

La-Z-Boy Incorporated          Trade Debt              $768,094
22835 Network Place
Chicago, IL 60673-1228    

Whirlpool Corp.                Trade Debt              $761,532
529 Fellowship Road, A-115
Mt. Laurel, NJ 08058-0000

Graphic Communications         Trade Debt              $692,672
P.O. Box 933233
Atlanta, GA 31193-3223

Cornell-Mayo Associates Inc.   Trade Debt              $672,348
600 Lanidex Plaza, 1st Floor
Parsippany, NJ 07054-2711

Milberg Factors Inc.           Trade Debt              $670,894
99 Park Avenue
New York, NY 10016

Serta Mattress Co. National    Trade Debt              $669,258
Bedding Co.
18 Prestige Lane
Lancaster, PA 17603

R & M Richards Inc             Trade Debt              $658,877
1400 Broadway, Lobby 2
New York, NY 10018-5201         

Harmelin Media                 Trade Debt              $641,913
525 Righters Ferry Road
Bala Cynwyd, PA 19004          

Rafella Apparel Group Inc      Trade Debt              $625,405
1411 Broadway, 2nd Floor
New York, NY 10018

Rosenthal &                    Trade Debt              $624,954
Rosenthal Inc.
1370
New York, NY 10018

Toshiba America Cons.          Trade Debt              $597,300
Prod. LLC
82 Totowa Road
Wayne, NJ 07470-3114

Excelled Sheepskin             Trade Debt              $564,463
& Leather Coat Co.
486 7th Ave., Messanine
New York, NY 10018

Warner's                       Trade Debt              $555,269
P.O. Box 7247-8206
Philadelphia, PA 19606

Travelcenter Inc.              Trade Debt              $555,069
Vendors Trip
4500 Perkiomen Ave.
Reading, PA 19606


Liz                            Trade Debt              $548,855
One Claiborne Ave.
North Bergen, NJ 07074

Hoover Inc.                    Trade Debt              $511,965
Ken Fittro
1 Dependability Square
Newtown, IA 50208

Columbia Sportswear            Trade Debt              $481,088
Company
485 7th Ave., 16th Floor
New York, NY 10018

Outlook Eyewear                Trade Debt              $466,989
Company
412 Downs Drive
Cherry Hill, NY 08003-0000

Jeno Neumann &                 Trade Debt              $463,248
Int'l Inc.
704 Miner Road
Orinda, CA 94563

Quebecor World                 Trade Debt              $449,743
(USA) Inc.
612 Saint-Jacques St.
Montreal, Quebec H3C 4M8
Canada

U.S. Vision                     Trade Debt             $447,272
1 Harmon Drive
Glen Oaks Industrial Park
Glendora, NJ 08029

Skechers USA, Inc.              Trade Debt             $440,811
228 Manhattan Beach
Blvd., Suite 200
Manhattan Beach, CA 90266-0000

Panasonic Consumer              Trade Debt             $436,953
Electronics Co.
Panasonic Philadelphia
2221 Cabot Blvd., W., #C
Langhorne, PA 19047,1806

Sauder Woodworking Co.          Trade Debt             $424,722
502 Middle St.
Archbold, OH 43502-000

Ritz Camera Center              Trade Debt             $418,690
6711 Ritz Way
Beltsville, MD 20705

Gold Toe Moretz                 Trade Debt             $404,217
661 Plaid Street
Burlington, NC 27215-0000
     

BOSTON GENERATING: Moody's Puts B3 Senior Secured Rating on Review
------------------------------------------------------------------
Moody's Investors Service placed the B1 first lien senior secured
rating and the B3 second lien senior secured rating of Boston
Generating LLC under review for possible downgrade.

The review for possible downgrade reflects the project's recent
poor financial performance, which has resulted in weakened
financial metrics.  Poor performance has been caused by an
uneconomic operating profile, exposure to volatility in natural
gas pricing, problems with the hedging agreements as well as the
take-or-pay obligation under the Distrigas supply contract. In
addition, low off-peak spark spreads primarily caused by prices
being set by lower cost baseload resources in NEPOOL have resulted
in lower than forecasted energy revenues.  These factors have
contributed to the project's lower than forecasted levels of funds
from operations (FFO) over the last 18 months.  Also, minimum
interest coverage and maximum leverage covenants are experiencing
pressure from lower levels of compliance EBITDA.  Through March
31, 2008, the project has been able to meet its minimum 1.05x DSCR
and maximum 11.0x senior debt to EBITDA ratio tests due to a
contribution from a restricted cash reserve at the project level.
This reserve is expected to be drawn upon in the next two
calculation periods in order to ensure compliance with the
aforementioned covenants.

The review will consider the lack of material de-levering of the
term loan to date given that the project has not been generating
the level of excess cash flow that was initially projected.  From
the 2006 refinancing, the project has only reduced the original
$1.130 billion 1st lien term loan to approximately $1.115 billion.
As of March 31, 2008, outstanding senior debt, consisting of the
1st lien Term B, the 2nd lien Term C, and drawn amounts under a
revolving credit facility is approximately $1.507 billion.  Given
the lack of meaningful paydown of the senior debt, which in
Moody's view will continue to be lower than expected, Moody's
believes refinancing risk has significantly increased relative to
2006.

The review will also consider Boston Gen's capacity to improve
financial performance and the ability to achieve financial metrics
more commensurate with the long term ratings.  While Boston Gen's
credit metrics are expected to remain technically compliant,
Moody's will closely examine the Project's available liquidity
position with a focus on any potential covenant breach.  Moody's
will also measure the increased financing risk due to the
continued lack of debt reduction under the cash sweep mechanism.
In addition, Moody's review will focus on the availability of
liquidity and the current and projected value of installed
capacity in the constrained Boston load pocket.

Boston Gen is a 2,970 MW natural gas-fired portfolio of assets
that sells power into the New England Power Pool.  The assets are
located in close proximity to the Boston metro area.  Boston Gen
is indirectly owned by US Power Generating Company.


BRIT ALLIANCE: Fitch Trims 'BB' Rating on $30MM A Notes to 'CC'
---------------------------------------------------------------
Fitch downgraded and removed from Rating Watch Negative the sole
class of notes issued by Brit Alliance ABSpoke 2005-X.  These
rating action is effective immediately:

  -- $30,000,000 Class A Notes downgraded to 'CC' from 'BB' and
     removed from Rating Watch Negative.

Brit Alliance Finance BV, is an unfunded managed synthetic CDO
that references a portfolio of various ABS assets that closed on
June 7, 2006.  The transaction is designed to provide credit
protection for realized losses on the referenced portfolio through
a credit default swap between the Issuer and the swap
counterparty, Morgan Stanley Capital Services Inc.  The referenced
portfolio consists of subprime residential mortgage-backed
securities, Alternative-A RMBS, and prime RMBS.  Presently 55.6%
of the portfolio is comprised of 2005, 2006 and 2007 vintage U.S.
subprime RMBS and 6.4% is comprised of 2005, 2006 and 2007 vintage
U.S. Alt-A RMBS.

This downgrade is a result of significant collateral deterioration
within the reference portfolio, specifically subprime RMBS and
Alt-A RMBS.  Since Fitch's last review of Brit Alliance on
Nov. 12, 2007, approximately 71.0% of the portfolio has been
downgraded and 1.6% of the portfolio is currently on Rating Watch
Negative.  68.8% of the portfolio is now rated below investment
grade, of which 42.5% is rated 'CCC+' and below.  Fitch notes
that, overall, 68.3% of the assets in the portfolio now carry a
rating below the rating it assumed in November 2007.  The negative
credit migration experienced since the last review on Nov. 12,
2007 has resulted in the Weighted Average Rating Factor
deteriorating to 36.5 from 13.4 at last review.

The attachment point of the class A note has increased to 16.06%
from 11.00% due to the capital structure delevering as a result of
asset amortization.  However, this remains well below the current
'CCC' rating loss rate.  In addition, while there are no credit
events officially declared as of the March 7, 2008 trustee report,
current ratings indicate that rating downgrade credit events may
be declared as of the next trustee report which will adversely
affect the transaction.

The class is removed from rating watch, as Fitch believes further
negative migration in the portfolio will have a lesser impact on
the class.  Additionally, Fitch is reviewing its SF CDO approach
and will comment separately on any changes and potential rating
impact at a later date.

The rating on the class A note addresses the likelihood that the
issuer will have to make protection payments to MSCS under the
terms of the CDS.


BUCYRUS INTERNATIONAL: Moody's Upgrades CF and Debt Ratings to Ba2
------------------------------------------------------------------
Moody's Investors Service raised the corporate family rating and
the secured debt ratings of Bucyrus International Inc. to Ba2 from
Ba3.  The rating outlook is positive.  The upgrades reflect
Bucyrus' smooth integration of DBT GmbH, which it acquired in May
2007, reduced leverage since the acquisition, progress in
improving operating margins, and the near-completion of its
expansion projects at its South Milwaukee manufacturing
operations.

The positive outlook acknowledges the strong fundamentals within
the global mining industry as evidenced by an approximate 95%
increase in Bucyrus' new orders in the first half of 2008 versus
2007 and a growing backlog of business that ensures the company's
sales and cash flow will be sustained at high levels for the
foreseeable future.  In the absence of a meaningful leveraging
event, Bucyrus' debt protection metrics should continue to improve
and a further upgrade is possible.

Bucyrus' ratings are supported by its commanding market share for
surface and underground mining equipment, its large installed
equipment base, a high proportion of aftermarket parts and
services sales, which are more stable than original equipment
sales, and strong demand for Bucyrus' equipment due to high
commodity prices and growing metals consumption in the world's
developing economies.

The ratings also reflect Bucyrus' potential operating volatility
due to its dependence on the highly cyclical mining industry and
commodity markets, the capital expenditures associated with its
growth projects, its $131 million underfunded pension plans, and
the potential for the company to make acquisitions or large
shareholder distributions.

These ratings were raised:

  -- Corporate family rating -- to Ba2 from Ba3

  -- Probability of default rating -- to Ba2 from Ba3

  -- $375 million secured revolving credit facility maturing
     May 4, 2012 -- to Ba2 (LGD3, 48%) from Ba3 (LGD3, 43%)

  -- Euro65 million five-year unsecured revolving credit facility
     maturing May 4, 2012 -- to Ba2 (LGD3, 48%) from Ba3
     (LGD3, 43%)

  -- $515 million secured term loan due 2014 -- to Ba2 (LGD3, 48%)
     from Ba3 (LGD3, 43%)

Moody's last rating action for Bucyrus was on April 23, 2007,
around the time the $731 million DBT acquisition closed, when the
company's Ba3 corporate family rating was confirmed and Ba3
ratings were assigned to the company's new senior secured debt
facilities.

Bucyrus International is a manufacturer of surface and underground
original equipment used in the production of coal, copper, iron
ore, oil sands, and other minerals. The company also provides
aftermarket replacement parts and services for these machines.  In
the twelve months ended June 30, 2008, which includes a full year
of DBT's results, it had sales of approximately $2.2 billion.
Bucyrus is headquartered in South Milwaukee, Wisconsin.


CABLEVISION SYSTEMS: Units Provide Financial Data to Bondholders
----------------------------------------------------------------
Rainbow National Services LLC and Subsidiaries an indirect wholly-
owned subsidiary of Cablevision Systems Corporation and CSC
Holdings, Inc., furnished an Unaudited Condensed Consolidated
Financial Statements to RNS bondholders in accordance with the
requirements of the Indenture, dated as of August 20, 2004,
relating to RNS' and RNS Co-Issuer Corporation's $300,000,000
8-3/4% Senior Notes due 2012 and the Indenture, dated as of
August 20, 2004, relating to RNS' and RNS Co-Issuer Corporation's
$325,000,000 10-3/8% Senior Subordinated Notes due 2014.

Among other things, Rainbow National Services LLC and its
subsidiaries disclosed total assets of $1.2 billion, total debt of
1.9 billion and member's deficit of $7.3 million as of June 30,
2008.

A full-text copy of the Unaudited Condensed Consolidated Financial
Statements is available at no charge at:

               http://ResearchArchives.com/t/s?3064

                  About Cablevision Systems Corp.

Headquartered in Bethpage, New York, Cablevision Systems Corp.
(NYSE: CVC) -- is a cable operator in the United States that
operates cable programming networks, entertainment businesses and
telecommunications companies.  Through its wholly owned
subsidiary, Rainbow Media Holdings LLC, Cablevision owns interests
in and manages numerous national and regional programming
networks, the Madison Square Garden sports and entertainment
businesses, and cable television advertising sales companies.  
Through Cablevision Lightpath Inc., its wholly owned subsidiary,
the company provides telephone services and Internet access to the
business market.

At March 31, 2008, the company's consolidated balance sheet showed
$9.2 billion in total assets and $14.3 million in total
liabilities, resulting in a $5.1 billion total stockholders'
deficit.

                          *     *     *

As disclosed in the Troubled Company Reporter on June 6, 2008,
Standard & Poor's Ratings Services affirmed all its ratings,
including its 'BB' corporate credit rating, on based Cablevision
Systems Corp., a major cable operator in the New York City
metropolitan area, and its subsidiaries.  The outlook is negative.  
Cablevision had about $11.6 billion of reported consolidated debt
outstanding on March 31, 2008.

As reported in the Troubled Company Reporter on June 2, 2008,
Moody's Investors Service assigned a B1 rating to the proposed new
$500 million of senior unsecured debt to be issued by Cablevision
Systems Corporation's subsidiary CSC Holdings, Inc.  Existing
ratings for the company and CSC were also affirmed.  The rating
outlook remains stable.


CHESAPEAKE CORP: Develops Refinancing Plan to Suit Liquidity Needs
------------------------------------------------------------------
Chesapeake Corporation has developed a comprehensive refinancing
plan to address the upcoming maturity of its bank credit facility
and its general liquidity needs.  Chesapeake expects that, upon
completion, this proposed refinancing plan will address the
company's short- and long-term capital needs while providing
Chesapeake with the necessary financial flexibility to improve
earnings and create value for all stakeholders by realizing the
benefits associated with an improving business platform that is
focused on packaging applications for the pharmaceutical and
healthcare industries and other specialty packaging end-use
markets.

The proposed refinancing plan is expected to include: (1) new
senior secured credit facilities to be used to fully repay the
company's existing $250-million senior secured credit facility and
provide incremental liquidity, and (2) an offer to exchange the
company's outstanding 10-3/8% Sterling-denominated senior
subordinated notes due in 2011 and its 7% euro-denominated senior
subordinated notes due in 2014 for new debt and equity securities.  

Chesapeake has engaged Lucid Issuer Services as information agent
to facilitate discussions with noteholders regarding the exchange
offer.  The company expects to continue to work with GE Commercial
Finance Limited and General Electric Capital Corporation to
participate in elements of the new senior secured credit
facilities.  Chesapeake anticipates commencing the exchange offer
and marketing for the new senior secured credit facilities in
September 2008.

"We believe this comprehensive refinancing plan can provide the
financial flexibility we need to execute our long-term business
plan," said Andrew J. Kohut, Chesapeake president & chief
executive officer.  "We have engaged the global professional
services firm Alvarez & Marsal LLP to provide certain consulting
services, including evaluating Chesapeake's business plan.  We
expect to move quickly with this refinancing plan and are focused
on serving our customers during the seasonal peak of our year."

The company expects that, as of the end of the third fiscal
quarter of 2008, it may not be in compliance with the financial
covenants set forth in its existing credit facility.  The company
expects to address compliance issues with these financial
covenants (1) through the proposed refinancing plan, or (2) by
reducing outstanding indebtedness, amending the existing credit
facility or obtaining waivers from its lenders.  There can be no
assurances that the proposed refinancing plan or these other
alternatives will be successfully implemented in the amounts and
timeframe contemplated herein, if at all.  Failure to successfully
implement the refinancing plan or otherwise address anticipated
compliance issues under the credit facility would have a material
adverse effect on the company's business, results of operations
and financial position.

                       About Chesapeake Corp.

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

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

                        *     *     *

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

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

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

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

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


CHESAPEAKE CORP: Posts $13.38MM Net Loss for 2nd Quarter 2008
-------------------------------------------------------------
Chesapeake Corporation reported financial results for the second
quarter of 2008 with:

   -- net sales of $251.4 million comparable to net sales for
second quarter of 2007, and declined 6 percent, excluding the
effect of changes in foreign currency exchange rates; and

   -- operating loss of $216.2 million compared to $1.1 million
for the second quarter of 2007.

The company reported a net loss of $13.38 million for the 2008
second quarter compared to $59,000 net loss for the same period
last year.

The company recorded a goodwill impairment charge of
$215.5 million in its Paperboard Packaging reporting segment in
the second quarter of fiscal 2008.  Operating income exclusive of
goodwill impairments, gains or losses on divestitures and
restructuring expenses, asset impairments and other exit costs was
$3.3 million, down $6.5 million when compared to the second
quarter of 2007, and, excluding the effect of changes in foreign
currency exchange rates, down $7.4 million compared to the second
quarter of 2007.

Loss from continuing operations was $227.7 million, or $11.67 per
share, compared to loss from continuing operations of $10.6
million, or $0.54 per share, for the second quarter of 2007.   
Excluding special items, loss from continuing operations was
$8.7 million, or $0.44 per share, compared to loss from continuing
operations of $1.3 million, or $0.06 per share, for the second
quarter of 2007.

Loss on discontinued operations, net of taxes, for the second
quarter of 2008 was $33.3 million compared to $0.9 million for the
same period in 2007.  The loss for the second quarter of 2008
primarily related to our environmental indemnification resulting
from the acquisition of the former Wisconsin Tissue Mills Inc.

                             Liquidity

The company says net cash used in operating activities was $28.8
million for the first six months of 2008, compared to net cash
provided by operating activities of $15.4 million for the first
six months of 2007.  This unfavorable comparison was primarily due
to the decline in operating results and increased working capital
requirements compared to the same period in 2007.  Exclusive of
restructuring spending, net cash used in operating activities was
$25.6 million for the first six months of 2008 compared to net
cash provided by operating activities of $19.6 million for the
first six months of 2007.

Total debt at June 29, 2008 was $574.1 million, of which $222.8
million was designated as current, compared to total debt of
$515.3 million at December 30, 2007, of which $6.9 million was
designated as current. The increase in the current portion of
long-term debt resulted primarily from the reclassification from
non-current of the company's 2004 senior revolving credit
facility, which matures in February 2009.  Changes in foreign
currency exchange rates increased total debt approximately $11.6
million at the end of the first six months of 2008 compared to the
end of 2007.

On July 15, 2008, the company obtained agreement from a majority
of the lenders under its senior revolving credit facility to amend
the facility, which increased the total leverage ratio to 7.00:1
and the senior leverage ratio to 3.40:1, each for the second
fiscal quarter of 2008.  The amendment also provided for agreement
on the amended recovery plan for one of the company's U.K.
subsidiaries and its defined benefit pension plan, discussed
below, which provides for an intercreditor agreement among the
senior revolving credit facility lenders, the company and the
trustee of the U.K. pension plan; places a limit on the future
borrowing of the U.S. borrower under the senior revolving credit
facility; and provides for a new event of default if the Pensions
Regulator in the U.K. issues a Contribution Notice or Financial
Support Direction.  The company was in compliance with all of its
amended debt covenants as of the end of the second quarter of
fiscal 2008.

The company has developed a comprehensive refinancing plan to
address the upcoming maturity of its senior revolving credit
facility and its general liquidity needs.  The company has
indicated it expects that, as of the end of the third fiscal
quarter of 2008, it may not be in compliance with the financial
covenants set forth in the senior revolving credit facility.  A
report on this appears in today's Troubled Company Reporter.

                    U.K. Pension Recovery Plan

On July 15, 2008, one of the company's U.K. subsidiaries agreed
with the trustee of its defined benefit pension plan on an amended
recovery plan.  Under the terms of the amended recovery plan, the
plan trustee agreed to accept annual supplemental payments of
GBP6 million over and above those needed to cover benefits and
expenses until the earlier of (a) 2021 or (b) the plan attaining
100% funding on an on-going basis after 2014, and has waived the
requirement for an additional cash payment due on or before
July 15, 2008, to achieve an interim funding level of 90%.

The April 2008 valuation of the pension plan's assets and
liabilities had indicated that the required supplementary
contribution to the pension plan to achieve 90 percent funding as
of that date under the terms of the former recovery plan, would
have been GBP35.6 million.

The U.K. subsidiary has agreed, subject to certain terms and
conditions, to grant to the pension plan fixed equitable and
floating charges on assets of the U.K. subsidiary and its
subsidiaries in the United Kingdom and the Republic of Ireland
securing an amount not to exceed the pension plan funding deficit
on a scheme-specific basis. The security being granted to the
pension plan trustee will be subordinated to the security given to
the lenders under the company's senior revolving credit facility.

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

On August 1, 2008, Chesapeake held a conference call with
investors to discuss the second quarter 2008 results.  A full-text
copy of the manuscript of the conference call is available at no
charge at http://ResearchArchives.com/t/s?3069

"We remain focused on two items, successfully refinancing our debt
to provide us with additional liquidity and financial flexibility
and achieving operational improvements for improved financial
results in the second half of the year," said Andrew J. Kohut,
Chesapeake's president & chief executive officer.  "In addition to
new business, we expect a seasonal pick up in demand in most of
our key markets.  Serving the needs of our customers is paramount
and key to our success, and we fully expect to be able to respond
to our customers' needs during the seasonal peak of the year.  We
continue to expect second-half operating results to improve over
the first half but improvement for the full year will be more
challenging given rising costs."

                       About Chesapeake Corp.

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

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

                        *     *     *

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

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

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

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

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


CINCINNATI BELL: June 30 Balance Sheet Upside-Down by $666.1 MM
---------------------------------------------------------------
Cincinnati Bell Inc. disclosed Thursday financial results for the
second quarter ended June 30, 2008.

At June 30, 2008, the company's consolidated balance sheet showed
$2.03 billion in total assets and $2.70 billion in total
liabilities, resulting in a $666.1 million stockholders' deficit.

Net income for the quarter was $26.0 million, up 6 percent from
last year.  Adjusted earnings before interest, taxes, depreciation
and amortization (Adjusted EBITDA) equaled $119.0 million, up
$1.0 million, or 1 percent from a year ago.

Revenue totaled $351.0 million, an increase of 7 percent year-
over-year, with operating income of $80.0 million.

"By focusing on the quality, convenience and value that consumers
and businesses demand in today's market, we continue to deliver
outstanding value to our customers," said Jack Cassidy, president
and chief executive officer of Cincinnati Bell.  "As a result, we
were able to achieve another quarter of year-over-year growth in
revenue and Adjusted EBITDA."

                       Quarterly Highlights

Quarterly revenue increased $22.0 million to $351.0 million with
both service and equipment revenue driving the growth equally.
   
The Technology Solutions segment produced quarterly revenue of
$79.0 million, up 37 percent from a year ago resulting in
operating income growth of 8 percent and Adjusted EBITDA growth of
51 percent.  The segment began billing an additional 21,000 square
feet of new data center space in the quarter, which reflects a 14
percent increase over the first quarter of 2008.
    
Wireless service revenue in the second quarter was $72.0 million,
up 7 percent from a year ago, which contributed to operating
income growth of 19 percent and Adjusted EBITDA growth of 7
percent.  The Adjusted EBITDA margin was 27 percent.

Year-over-year DSL subscriber growth equaled 8 percent and churn
remained below 2 percent. At the end of the quarter, Cincinnati
Bell had a total of 229,000 DSL subscribers.
    
Quarterly free cash flow was $54.0 million.  Capital expenditures
in the second quarter equaled $43.0 million, down $6.0 million
from a year ago.  The company used part of its free cash flow to
reduce net debt to $1.97 billion, a decline of $18.0 million from
the end of the first quarter 2008.

Cincinnati Bell also purchased an additional 7 million shares of
common stock for a total of $30.0 million in the second quarter.
The company has now purchased 11 million shares under its current
common stock repurchase program.  This leaves $103.0 million
remaining in its purchase authorization.  Cincinnati Bell expects
to continue repurchases and the timing and nature are subject to
market conditions and applicable securities laws.

On July 10, Cincinnati Bell announced the promotion of Brian Ross
to the position of chief operating officer and named Gary
Wojtaszek as its new chief financial officer.

"Our second quarter results reflect the many steps Cincinnati Bell
has taken over the past few years to balance wireless and
technology solutions growth while still generating strong and
stable free cash flow," said Brian Ross, chief operating officer.
"We are pleased with these results which continue to fund our
share repurchase program and net debt reduction."

                         Wireline Segment

Quarterly Wireline revenue equaled $203 million, down $2.0 million
or 1 percent from the second quarter of 2007.  Increased revenue
from data services, long distance, expansion markets and the
acquisition of eGix, partially offset lower voice revenue in
Cincinnati Bell's traditional service area.  Operating income
totaled $70.0 million compared with $72.0 million in the second
quarter of 2007 with Adjusted EBITDA of $97.0 million, down
$2.0 million from a year ago.  Year-over-year total access line
loss in the second quarter was 6.7 percent reflecting a decline in
the company's in-territory consumer access lines.  Business lines
increased 1.3 percent while expansion market access lines
increased 16 percent from a year ago.

                         Wireless Segment

Quarterly revenue from the Wireless segment increased 7 percent to
$78.0 million and operating income equaled $12.0 million, up
$2.0 million from a year ago, primarily due to a $5.0 million, or
7 percent, increase in service revenue.  Adjusted EBITDA was
$21.0 million, up $1.0 million compared with the second quarter of
2007.

Cincinnati Bell had 575,000 wireless customers at the end of the
quarter, which reflected year-over-year growth of 7 percent in its
postpaid wireless customer base.  Postpaid quarterly average
revenue per user (ARPU) was $47.36, down slightly from the second
quarter of 2007.  Prepaid ARPU was $25.75, up 15 percent year-
over-year, while prepaid subscribers declined 4 percent.

                       Technology Solutions

Technology Solutions revenue was $79.0 million, up $21.0 million
or 37 percent from a year ago.  Telecommunications and IT
Equipment revenue increased $10.0 million or 26 percent from the
prior year while Data Center and Managed Services revenue grew
$10.0 million, a 62 percent increase compared to the second
quarter of 2007.  Operating income totaled $4.0 million.  Adjusted
EBITDA was $8.0 million, up 51 percent from the second quarter of
2007.

Capital expenditures of $10.0 million in the quarter were used
primarily for construction of future data center space.  Billable
data center capacity during the second quarter increased by 21,000
square feet to 202,000 square feet.  A total of 21,000 square feet
also began billing in the quarter, which resulted in an 87 percent
utilization rate compared to 85 percent in the first quarter of
2008.

                 Liquidity and Capital Resources

As of June 30, 2008, the company held $21.4 million in cash and
cash equivalents.  The company's primary sources of cash for the
remainder of 2008 will be cash generated by operations and
borrowings from the corporate credit facility under which the
company had $136.9 million of availability at June 30, 2008.  

Cash flows from operations totaled $308.8 million in 2007 and
included payments totaling $56.0 million for operating taxes and
early pension contributions that the company does not expect will
be required in 2008.  Additionally, the company expects that lower
interest rates and debt balances will reduce its interest payments
by approximately $10.0 million as compared to 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?305a

                      About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated  
communications solutions-including local, long distance, data,
Internet, and wireless services.

In addition, the company provides office communications systems as
well as complex information technology solutions including data
center and managed services.

Cincinnati Bell conducts its operations through three business
segments: Wireline, Wireless, and Technology Solutions.


CITATION CORP: S&P Withdraws 'B' Ratings at Company's Request
-------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its 'B' corporate
credit rating and issue-level ratings on Citation Corp. at the
company's request.  The Novi, Mich.-based auto supplier had total
balance sheet debt of about $81 million as of March 31, 2008.


CMT AMERICA: Wants Court to Approve Store Closing Sales
-------------------------------------------------------
CMT America Corp. asks authority from the U.S. Bankruptcy Court
for the District of Delaware to conduct store closing sales at its
retail stories and to sell all of its merchandise assets in its
stores.

The Debtor relates that its sales have been steadily declining,
and that consequently, the Debtor has determined that the most
prudent course of action is to conduct an orderly wind-down of its
operations through the present Chapter 11 case.

The Debtor intends to sell all inventory currently on-hand in the
closing stores, as well as inventory the Debtor receives from its
distribution center, and additional inventory from the Debtor's
affiliates third-party provider, CMT Sourcing.  The Debtor
anticipates approximately 60% of the store closing sales to be
completed by the end of August.

CMT America wants to immediately sell the merchandise in order to
quickly monetize the assets and minimize administrative costs.

                        About CMT America

Headquartered in Farmington, Connecticut, CMT America Corp. aka
Fairvane Corp. is a 70-store women's clothing retailer.  The
company filed for Chapter 11 protection on July 13, 2008 (Bankr.
D. Del. Case No.08-11434).  Robert S. Brady, Esq., Young, Conaway,
Stargatt & Taylor LLP, represents the Debtor in its restructuring
efforts.  The Debtor has selected Administar Services Group LLC as
its claims agent.  When the Debtor filed for protection against
its creditors, it listed assets between $10 million and $50
million, and debts between $10 million and $50 million.


CONEXANT SYSTEMS: June 27 Balance Sheet Upside-Down by $132.5MM
---------------------------------------------------------------
Conexant Systems Inc. disclosed Thursday its earnings for the
third fiscal quarter ended June 27, 2008.

At June 27, 2008, the company's consolidated balance sheet showed
$624.7 million in total assets and $757.2 million in total
liabilities, resulting in a $132.5 million stockholders' deficit.

The company's consolidated balance sheet at June 27, 2008, also
showed strained liquidity with $428.0 million in total current
assets available to pay $471.4 million in total current
liabilities.

On April 29, 2008, Conexant announced the planned sale of its
Broadband Media Processing (BMP) product lines to NXP
Semiconductors in a transaction valued at up to $145.0 million.
The transaction is expected to be completed in August 2008, and
the financial results of the BMP business unit have been
classified as discontinued operations in the company's third
fiscal quarter financial statements.  

GAAP net loss from continuing operations was $126.4 million for
the quarter ended June 27, 2008, compared with GAAP net loss from
continuing operations of $8.2 million in the same period last
year.  Including discontinued operations, GAAP net loss was
$149.9 million, compared to GAAP net loss of $142.0 million in the
same period last year.

The GAAP net loss in the quarter included asset impairment charges
of $120.4 million related to the write-down of goodwill and
certain tangible and intangible assets associated with the
company's Broadband Access business.

On a GAAP basis, net revenues for the third quarter of fiscal 2008
were $115.6 million, compared with net revenues of $118.5 million
in the same period last year.

Conexant also presents financial results based on select non-GAAP
financial measures intended to reflect its core results of
operations.  The company believes these core financial measures,
which excludes non-cash and other non=core items, provide
investors with additional insight into its underlying operating
results.  

Including results from discontinued operations related to the BMP
business, Conexant's non-GAAP core revenues for the third quarter
of fiscal 2008 were $171.1 million.  Core gross margins were 47.1
percent of revenues, and core operating expenses were
$69.6 million.  Core operating income was $11.0 million, and core
net income was $2.0 million.

Excluding results from discontinued operations related to the BMP
business, Conexant's core net revenues for the third quarter of
fiscal 2008 were $115.6 million.  Core gross margins were 50.6
percent of revenues.  Core operating expenses were $46.0 million,
and core operating income was $12.5 million. Core net income was
$6.0 million.
     
The company ended the quarter with $134.6 million in cash and cash
equivalents due to the reclassification of $29.0 million to
restricted cash.

                       Business Perspective

"During the third fiscal quarter, the Conexant team continued to
make outstanding progress across multiple fronts," said Scott
Mercer, Conexant's chief executive officer.  "For the third
consecutive quarter, we met or exceeded our expectations on every
major financial metric.  Revenues of $171.1 million, which
included our Broadband Media Processing business, came in at the
high end of the range we previously provided.  Core gross margins
of 47.1 percent of revenues exceeded the high end of our
expectations by 160 basis points, and core operating expenses of
$69.6 million were below the low end of the range we provided
entering the quarter.  During the quarter, we also introduced
innovative new products targeted at high-growth market segments,
and we executed a 1-for-10 reverse stock split.

"After the close of the quarter, we announced the acquisition of
Freescale Semiconductor's 'SigmaTel' multi-function printer
imaging business, which is consistent with our strategy of
augmenting our investments in new-product development with select
acquisitions in the high-growth market segments we address,"
Mercer said.

"Moving forward, we will continue to focus on delivering improved
financial performance," Mercer said.

                          About Conexant

Headquartered in Newport Beach, California, Conexant Systems,
Inc. (NASDAQ: CNXT) -- http://www.conexant.com/-- has a     
comprehensive portfolio of innovative semiconductor solutions
which includes products for Internet connectivity, digital
imaging, and media processing applications.  Conexant is a fabless
semiconductor company that recorded revenues of $809.0 million
in fiscal year 2007.

Outside the United States, the company has subsidiaries in
Northern Ireland, China, Barbados, Korea, Mauritius, Hong Kong,
France, Germany, the United Kingdom, Iceland, India, Israel,
Japan, Netherlands, Singapore and Israel.

                          *     *     *

Conexant currently carries Standard & Poor's Ratings Services'
B- rating with a negative outlook.

Moody's Investor Service placed Conexant Systems Inc.'s long term
corporate family and probability of default ratings at 'Caa1' in
October 2006.  The ratings still hold to date with a stable
outlook.


CRYOPORT INC: KMJ Corbin Expresses Going Concern Doubt
------------------------------------------------------
KMJ Corbin & Company LLP raised substantial doubt about CryoPort,
Inc.'s ability to continue as a going concern after it audited the
company's financial statements for the year ended March 31, 2008.  
The auditor pointed to the company's recurring losses and negative
cash flows from operations since inception.

The company reported a net loss of $4,564,054 on net sales of
$83,564 for the year ended March 31, 2008, as compared with a net
loss of $2,326,259 on net sales of $67,103 in the prior year.

                 Going Concern Uncertainties

There are significant uncertainties, which negatively affect the
company's operations.  These are principally related to the:

   -- limited distribution network for the company's reusable
      product line;

   -- expected launch of the new CryoPort Express(R) One-Way
      Shipper System;

   -- absence of any commitment or firm orders from key customers
      in the company's target markets for the reusable or the
      one-way shippers; and

   -- success in bringing products concurrently under development
      to market with the company's key customers.  

Moreover, there is no assurance as to when, if ever, the company
will be able to conduct its operations on a profitable basis.  The
company's limited sales to date for its reusable product, the lack
of any purchase requirements in the existing distribution
agreements and those currently under negotiations, make it
impossible to identify any trends in the company's business
prospects.

The company has not generated significant revenues from operations
and has no assurance of any future significant revenues.  The
company incurred net losses during the years ended March 31, 2008,
and 2007 and used $1,820,250 in its operating activities during
the year ended March 31, 2008.  These factors, among others, raise
substantial doubt about the company's ability to continue as a
going concern.

The management has recognized that the company must obtain
additional capital for further development and launch of its one-
way product and the eventual achievement of sustained profitable
operations.  

In response to this need for capital, on Oct. 1, 2007, the company
issued to four accredited investors Original Issue Discount 8%
Senior Secured Convertible Debentures having a combined principal
face amount of $4,707,705 and generating gross proceeds of
$4,001,551.  

After accounting for commissions, legal and other fees, the net
proceeds to the company totaled $3,436,551.  On May 30, 2008, the
company received additional net proceeds of $870,625 from an
additional convertible debenture.  

As a result of the recent financing, the company had aggregate
cash and cash equivalents and restricted cash balance of
$2,483,127 as of June 26, 2008.  Management projects that these
proceeds will allow the launch of the new CryoPort Express(R) One-
Way Shipper and provide the company with the ability to continue
as a going concern, which the company expects to be reflected in
its next quarterly reporting.

Management's efforts will be focused on utilizing all resources
towards the acquisition of raw materials to provide adequate
inventory levels and towards the expansion of manufacturing and
processing capabilities to support the launch of the CryoPort
Express(R) One-Way Shipper and to continue to minimize operating
and financing expenditures as necessary to ensure the availability
of funds until revenues generated and cash collections, adequately
support the continued business operations.  

The company relocated its operations from Brea, Calif., to Lake
Forest, Calif.  

                          Balance Sheet

At March 31, 2008, the company's balance sheet showed $3,460,889
in total assets and $3,461,070 in total liabilities, resulting in
a $181 stockholders' deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed $2,731,080 in total current assets available to pay
$1,749,871 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?3047

                        About Cryoport Inc.

Headquartered in Lake Forest, Calif., CryoPort Inc. (OTCBB: CYRX)
-- http://www.cryoport.com/-- develops proprietary, technology-
driven shipping and storage products for use in the rapidly
growing global biotechnology and biopharmaceutical cold chain.  
The products developed by CryoPort are essential components of the
infrastructure required for the testing, research and end user
delivery of temperature-sensitive medicines and biomaterials in an
increasingly complex logistical environment.


DAIMLER CHRYSLER: Fitch Cuts Issuer Default Rating to B- from B+
----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of Daimler
Chrysler Financial Services Americas LLC to 'B-' from 'B+'.  
Approximately $8.0 billion of debt is affected by this action.  
The Rating Outlook is Negative.

Fitch's action primarily reflects the company's recent
announcement that it was exiting consumer leasing due to the rapid
decline in residual values, particularly on trucks and sport
utility vehicles.  This also prompted Fitch to lower Chrysler
LLC's IDR to 'CCC' due to already declining market share which
will likely be further exacerbated by this action.  Importantly,
under Fitch's criteria for captive finance companies, Moody's
generally may only recognize a one notch differential between the
IDR of a captive finance company and that of an original equipment
manufacturer.

Also factored into this action is Fitch's view that DCFS's already
minimal financial flexibility has diminished due to more adverse
credit market conditions.  The company is currently in the process
of renewing its $30 billion conduit facility.  While Fitch
believes the company will renew this facility, it is Fitch's
belief that the commitment size will be reduced in line with lower
expected origination volumes and that the terms and conditions
will be more onerous than under the current facility.  Fitch notes
that the existing $1.5 billion escrow account from Chrysler to
DCFS backstops any obligation Chrysler may owe to DCFS, including
obligations under the company's residual risk sharing agreement.

The Negative Outlook reflects the challenging market conditions
for US auto lending against a weakening economic backdrop.  DCFS's
ratings could be lowered if there are further negative
developments on the company's liquidity or if Chrysler's ratings
are downgraded.

The recovery ratings on the first lien term loan and second lien
revolver are 'RR1' and 'RR3' respectively, and are based on the
respective collateral coverage for these instruments.  'RR1'
implies recovery between 90-100%, while 'RR3' implies recovery
between 51-70%.

Fitch downgraded these with a Negative Outlook

  -- Long-term IDR to 'B-' from 'B+'
  -- Secured first lien to 'BB-/RR1' from 'BB+/RR1'
  -- Secured second lien to 'B/RR3' from 'BB-/RR3'

Fitch affirmed the following

  -- Short-term IDR at 'B'


DUN & BRADSTREET: June 30 Balance Sheet Upside-Down by $515.2MM
---------------------------------------------------------------
Dun & Bradstreet Corp. reported Thursday final results for the
second quarter ended June 30, 2008.  

At June 30, 2008, the company's consolidated balance sheet showed
$1.66 billion in total assets, $2.17 billion in total liabilities,
and $3.7 million in minority interest, resulting in a roughly
$515.2 million total shareholders deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $701.2 million in total current
assets available to pay $893.1 million in total current
liabilities.

Net income before non-core gains and charges for the second
quarter of 2008 was $64.0 million, up 11 percent from the prior
year similar period.  On a GAAP basis, net income for the quarter
was $84.2 million, down 4 percent from the prior year similar
period.

Core and total revenue for the second quarter of 2008 was
$427.7 million, up 10 percent from the prior year similar period
before the effect of foreign exchange (up 12 percent after the
effect of foreign exchange).

Core and total revenue results for the second quarter of 2008
reflect the following by solution set:

  -- Risk Management Solutions revenue of $281.0 million, up 7
     percent before the effect of foreign exchange (up 9 percent
     after the effect of foreign exchange); Supply Management
     Solutions contributed approximately 1 point of Risk
     Management revenue growth during the second quarter of 2008,
     before the effect of foreign exchange;

  -- Sales & Marketing Solutions revenue of $115.6 million, up 17
     percent before the effect of foreign exchange (up 18 percent
     after the effect of foreign exchange); and

  -- Internet Solutions revenue of $31.1 million, up 18 percent
     both before and after the effect of foreign exchange.

Operating income before non-core gains and charges for the second
quarter of 2008 was $107.2 million, up 13 percent from the prior
year similar period.  On a GAAP basis, operating income for the
quarter was $106.0 million, up 18 percent from the prior year
similar period.  During the second quarter of 2008, the company
also incurred transition costs of $3.9 million compared with
$3.1 million incurred in the prior year similar period.

Free cash flow for the first six months of 2008, excluding the
impact of legacy tax matters, was $211.6 million, up 5 percent
from the first six months of 2007.

Net cash provided by operating activities for the first six months
of 2008, excluding the impact of legacy tax matters, was
$245.1 million, up 4 percent from the first six months of 2007.  
On a GAAP basis, net cash provided by operating activities for the
first six months of 2008 was $262.3 million, compared to
$234.9 million in the prior year similar period.

Share repurchases during the second quarter of 2008 under the
company's discretionary repurchase program totaled $104.9 million,
while repurchases made to offset the dilutive effect of shares
issued under employee benefit plans totaled an additional
$20.0 million.

The company ended the quarter with $245.5 million of cash and cash
equivalents.  

At June 30, 2008, the company had total long-term debt of
$825.6 million, compared with $724.8 million at Dec. 31, 2007.  
Outstanding borrowings under the company's $650.0 million credit
facility was $126.0 million.

                    Non-Core Gains and Charges

During the second quarter of 2008 and 2007, the company recorded:

  -- Net pre-tax, non-core charges of $8.6 million and
     $3.7 million, respectively; and

  -- Net after-tax, non-core gains of $20.2 million and
     $29.9 million, respectively.

                        Dividend Declared

D&B also disclosed that its Board of Directors has declared a
quarterly cash dividend of $0.30 per share. The quarterly cash
dividend is payable on Sept. 15, 2008, to shareholders of record
at the close of business on Aug. 29, 2008.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?305c

                      About Dun & Bradstreet

Dun & Bradstreet (NYSE: DNB) -- http://www.dnb.com/-- is the    
world's leading source of commercial information and insight on
businesses.  D&B's global commercial database contains more than
130 million business records.  

D&B provides solution sets that meet a diverse set of customer
needs globally.  Customers use D&B Risk Management Solutions(TM)
to mitigate credit and supplier risk, increase cash flow and drive
increased profitability; D&B Sales & Marketing Solutions(TM) to
increase revenue from new and existing customers; and D&B Internet
Solutions to convert prospects into clients faster by enabling
business professionals to research companies, executives and
industries.


EPIC TECHNICAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: EPIC Technical Services, Inc.
        11637 Industriplex Boulevard
        Baton Rouge, LA 70809

Bankruptcy Case No.: 08-11069

Type of Business: The Debtor is an affiliate of The Epic Group.  
                  The company group furnishes, installs,
                  pre-commissions, and starts-up process facility
                  instrumentation, controls and power systems for
                  the oil and gas, petrochemical, pharmaceutical,
                  and power industries.
                  See http://www.epicgrp.com/main/

Chapter 11 Petition Date: July 31, 2008

Court: Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: William E. Steffes, Esq.
                  (bsteffes@steffeslaw.com)
                  Steffes, Vingiello & McKenzie, LLC
                  13702 Coursey Boulevard
                  Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998

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

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

Debtor's list of its 20 largest unsecured creditors:

   Entity                               Claim Amount
   ------                               ------------
Rexel Southern                              $544,666
Department 0902
P.O. Box 12092
Dallas, TX 75312-0902
Tel: (225) 926-3800

ADS Systems LLC                             $305,332
2816 Kingston St
Suite C
Kenner, LA 70062
Tel: (504) 471-0917

Electric Wholesalers                        $233,794
P.O. Box 1551
Baton Rouge, LA 70821
Tel: (225) 751-6631

Wastewater Specialties I                    $172,637

Wildcat Electric                            $147,154

Wholesale Electric Supply                   $108,980

W.R. Controls                                $63,672

Teche Electric Supply                        $63,624

Arthur J. Gallagher of LA                    $50,879

Universal Com One                            $31,102

Summit Electric                              $25,284

Derouen & Wells                              $23,178

Reynolds Company                             $21,611

James S. Holliday, Jr.                       $15,207

Discovery Safety                             $14,947

Union Service and Mainte                     $14,733

Industrial Information                       $12,032

PBC Industrial                               $11,930

Blue Cross Blue Shield                       $10,132

Southern Power Systems I                      $9,959


FENWAL INC: S&P Cuts Rating to 'B'; Outlook Stable
--------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Schaumburg, Ill.-based Fenwal Inc., as well as the
issue-level ratings on the company's debt. The corporate credit
rating was lowered to 'B' from 'B+', and the rating outlook is
stable.

"The downgrade primarily reflects the risk and complexity
associated with the transition to becoming an independent company
from former parent Baxter International Inc., and the subsequent
higher-than-expected transition costs that have resulted in
negative free cash flow," said Standard & Poor's credit analyst
Michael Berrian. "In addition, debt leverage is expected to remain
aggressive, as the company will likely utilize its delayed-draw
term loan to fund remaining transition-related capital spending
projects."

The 'B' rating on Fenwal reflects the necessity of retaining and
capturing manual red blood cell collection (RBC) customers as the
business shifts to automated blood collection, as well as customer
concentration and pricing pressures. These risks are partly offset
by the stable global demand for blood collection, the company's
leadership position in manual RBC collection, and a high
proportion of revenues derived from disposable products.

Fenwal, which had operated as a division of Baxter International
since 1959, was sold to Texas Pacific Group and Maverick Capital
for $540 million in March 2007; management retained an interest.
Despite transition progress, the separation from Baxter is more
complex than previously thought. As a result, the time and the
cost to transition into an independent company have been
underestimated. Despite many business functions being transferred
from Baxter under a transition agreement, significant costs were
required to develop information technology, quality control, and
distribution systems, as well as to rationalize a dispersed
manufacturing and supply chain. Fenwal also incurred significant
expense to implement an SAP global enterprise resource planning
(ERP) system.

"Debt leverage (adjusted for operating leases and one-time
transition charges) is high, and we expect it to approximate 6x by
year-end 2008 because Fenwal will need to utilize its entire
delayed-draw term loan to fund transition costs and capital
expenditures. EBITDA interest coverage is expected to be between
2.5x and 3.0x. Thereafter, single-digit or better sales growth,
combined with cost-containment initiatives, should help improve
revenues, operating margins, and profitability. We do not expect a
significant improvement in credit metrics until 2010," S&P says.


FORD MOTOR: Reports Strong Sales for Focus Model
------------------------------------------------
Ford Motor Co.'s redesigned Focus continues to surprise auto
industry watchers and customers alike with strong sales, revenue
growth, fuel economy and industry-first technology, Ford said.

While Ford and industry sales experienced a double-digit sales
decline in July, Ford Focus sales climbed 16 percent versus a year
ago.  Year-to-date, Focus sales were up 26 percent, compared with
industry-wide small car growth of approximately 9 percent.

         Focus has surprised in areas other than sales

Transaction prices Year-to-date, Focus transaction prices have
increased $750 per unit compared with a segment-average increase
of $100.  Customers are purchasing more equipment, including Ford
SYNC, and higher series levels.

Fuel Economy In an independent test conducted by Edmunds.com
called the Gas-Sipper Smackdown, Focus achieved 37.5 mpg on the
highway.  Focus has EPA highway fuel economy of 35 mpg better
than the smaller 2008 Honda Fit and 2009 Nissan Versa SL.

Cool Technology Focus was named one of Kelley Blue Book's 10
Coolest New Cars Under $18,000 based on its safety, fuel economy,
interior size, comfort, technology, fun-to-drive and the
"decidedly subjective coolness factor."

"Focus continues to surprise and delight customers throughout the
country, but the bombshell is in Texas, where Focus retail sales
have almost doubled," said Jim Farley, Ford, group vice president,
Marketing and Communications.  "If we can increase small car sales
in Texas, we can increase them anywhere."  Year-to-date, Focus
retail sales were up 91 percent in Texas and 46 percent
nationwide.

Total Ford, Lincoln and Mercury car sales were up 8 percent
compared with a year ago.  Consistent with industry trends,
crossover vehicles which include Ford Escape, Edge and Flex
were down 8 percent.  Sport utility vehicles such as Ford
Explorer and Expedition were down 54 percent, and trucks and
vans including Ford F-Series and Econoline were down 18
percent.

Overall, Ford, Lincoln and Mercury vehicle sales totaled 156,406
in July, down 13 percent versus a year ago; year-to-date sales
totaled 1.265 million, also down 14 percent.  Ford estimates
industry-wide sales were down 11 percent year-to-date.

"We expect the second half of 2008 will be more challenging than
the first half as economic and credit conditions weaken," said
Farley.

Ford's full-year industry sales forecast is a range from 14.0
14.5 million vehicles (including medium and heavy trucks).  The
first half sales rate was approximately 15 million.

                      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 Aug. 1, 2008,
Standard & Poor's Ratings Services lowered its ratings to 'B-'
from 'B' 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.


FORD MOTOR: Fitch Chips Issuer Default Rating to 'B-' from 'B'
--------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of Ford
Motor Company and Ford Motor Credit Company LLC to 'B-' from 'B'.  
The Rating Outlook remains Negative.  The downgrade reflects
these:

  -- The further deterioration in Ford's U.S. sales as a result of
     economic conditions, an adverse product mix and the most
     recent jump in gas prices;

  -- Portfolio deterioration at Ford Credit and heightened concern
     regarding economic access to capital to support financing
     requirements; and

  --Escalating commodity costs that will remain a significant
     offset to cost reduction efforts.

Negative cash flows and declining liquidity at Ford's automotive
operations will accelerate in the second half of 2008, but
liquidity is expected to be sufficient through 2009 to finance
operating losses, working capital drains and restructuring efforts
even in the event that 2009 industry sales remain flat with deeply
depressed 2008 levels.

Liquidity has declined sharply from $36 billion at year-end 2007
to $26 billion at the end of the second quarter, in part due to
the $4.5 billion funding of the UAW healthcare VEBA.  Maturities
are moderate over the next three years, and Ford maintains access
to an $11.5 billion revolving credit facility (maturing in 2011).
Although the size of the facility could shrink modestly over the
next several years commensurate with a declining borrowing base,
unused capacity provides a liquidity cushion in the event the
North American market downturn is longer or deeper than projected.
Ford has moderated its growth in debt through a cash contribution
to fund its initial VEBA agreement, and several cooperative
equity-for debt swaps.  Recent actions regarding equity dilution
improve the likelihood and amount of potential equity-linked,
capital-raising efforts.

Fitch's IDR for Ford Credit is the same as that of Ford, given the
close business relationship between the two companies.  Fitch
notes that while Ford and Ford Credit have a profit maintenance
agreement in place, Ford Credit did not enforce the agreement in
the second quarter and Fitch does not attach any importance to
this agreement since it lacks third party creditor rights.  Fitch
is maintaining its two notch differential between the Ford
Credit's IDR and senior debt due to Fitch's continued view of
ultimate recovery between 71%-90%, although Fitch believes
potential recoveries are at the lower end of this range.  Fitch
remains concerned with increasing default rates and higher
severity of losses on retail and lease contracts.  The company's
second-quarter loss was primarily the result of a $2.1 billion
residual value impairment.

While this reflects the rapid deterioration in residual values to
date, particularly for truck and SUVs, FMCC may incur incremental
impairments if residual values continue to decline.  As a result
of these factors, Fitch does not anticipate that Ford Credit will
pay dividends to Ford.  Further deterioration in loan and lease
portfolios, or in performance of auto loan securitizations, could
further limit Ford's ability to provide competitive financing.  
Lack of economic access to the securitization market, resulting
from weaker loan performance and/or nervous capital markets, could
result in a review of the rating.

The most recent spike in gas prices has resulted in plummeting
U.S. industry sales and sharply declining residual values of SUV's
and pickups.  Ford has been actively cutting production in an
attempt to manage inventories and incentive levels, but cost
reductions have not been able to keep pace.  A pull back from
leasing, although potentially prudent in the long-term, will
result in a further step-down in sales volumes and production as
higher incentives or third-party financing are unlikely to fill
the gap in the short term.

Second-quarter deliveries fell 17% in North America, leading to a
25% sales decline.  At the smaller end of its product lineup,
sales volumes of the Focus, Fusion and Escape have held up
relatively well.  Ford's European operations continue to perform
well, with healthy growth in profitability driven by well-received
product introductions and cost improvements, although weakening
economic conditions are expected to moderate near term results.  
Ford has also benefited from strong growth in its Latin American
markets.  Improving quality has also been a positive.

The rise in commodity costs has been a well-known contributor to
margin deterioration for the past several years, limiting the
impact of Ford's extensive cost-cutting efforts.  Fitch had
expected commodity cost increases to moderate in 2008, allowing
more of the restructuring benefits to be realized, but this has
not been the case.  Due to surcharges being implemented across a
number of products, the flow-through of price increases in oil-
based products and the timing of contract renewals, the impact of
commodity price increase is expected to sharply accelerate over
the next 18 months.

Factors that could result in a downgrade include:
  -- An expectation by Fitch that Ford's cash level would fall
     below $12 billion.

  -- Lack of economic access to the securitization market.
  -- Lack of execution on near-term cost, margin and product plans

In 2010, Ford is expected to realize the benefits from the UAW
healthcare agreement, as well as an eventual upturn in U.S.
industry sales.  Ford remains highly exposed to the pickup truck
market, and is unlikely to reverse negative cash flows until the
U.S. pickup truck market reverses -- at which point Ford will have
its updated F-Series product on the market.  Ford also provided
details on its longer-term product plans for the U.S., with an
aggressive push into smaller vehicles through plant retoolings and
the introduction of six European products into the United States.  
Risks remain that these products will not be well received, but
early reviews of the Fiesta (coming to the U.S. market in 2010)
and product commonality/manufacturing experience should reduce
production risks.

These rating actions have been taken:

Ford Motor Co.
  -- Long-term IDR to 'B-' from 'B';
  -- Senior secured credit facility to 'BB-/RR1' from 'BB/RR1';
  -- Senior secured term loan to 'BB-/RR1' from 'BB/RR1';
  -- Senior unsecured to 'CCC+/RR5' from 'B-/RR5'.

Ford Motor Co. Capital Trust II
  -- Trust preferred stock to 'CCC/RR5' from 'CCC+/RR6'.

Ford Holdings, Inc.
  -- Long-term IDR to 'B-' from 'B';
  -- Senior unsecured to 'CCC+/RR5' from 'B-/RR5'.

Ford Motor Co. of Australia
  -- Long-term IDR to 'B-' from 'B';
  -- Senior unsecured to 'CCC+/RR5' from 'B-/RR5'.

Ford Motor Credit Company LLC
  -- Long-term IDR to 'B-' from 'B';
  -- Short-term IDR at 'B';
  -- Senior unsecured to 'B+/RR2' from 'BB-/RR2';
  -- Commercial paper at 'B'.

FCE Bank Plc
  -- Long-term IDR to 'B-' from 'B';
  -- Senior unsecured to 'B+'/RR2' from 'BB-/RR2';
  -- Short-term IDR at 'B';
  -- Commercial paper at 'B';
  -- Short-term deposits at 'B'.

Ford Capital B.V.
  -- Long-term IDR to 'B-' from 'B';
  -- Senior unsecured to 'B+/RR2' from 'BB-/RR2'.

Ford Credit Canada Ltd.
  -- Long-term IDR to 'B-' from 'B';
  -- Short-term IDR at 'B';
  -- Commercial paper at 'B';
  -- Senior unsecured to 'B+/RR2' from 'BB-/RR2'.

Ford Credit Australia Ltd.
  -- Long-term IDR to 'B-' from 'B';
  -- Short-term IDR at 'B';
  -- Commercial paper at 'B'.

Ford Credit de Mexico, S.A. de C.V.
  -- Long-term IDR to 'B-' from 'B'.

Ford Credit Co S.A. de CV
  -- Long-term IDR to 'B-' from 'B';
  -- Senior unsecured to 'B+/RR2' from 'BB-/RR2'.

Ford Motor Credit Co. of New Zealand
  -- Long-term IDR to 'B-' from 'B';
  -- Senior unsecured to 'B+/RR2' from 'BB-/RR2';
  -- Short-term IDR at 'B';
  -- Commercial paper at 'B'.

Ford Motor Credit Co. of Puerto Rico, Inc.
  -- Short-term IDR at 'B'.


FRONTIER: Receives Alternative Commitment for $75-M DIP Financing
-----------------------------------------------------------------
Frontier Airlines Holdings, Inc. is moving forward with an
alternate transaction for postpetition debtor-in-possession
financing, the company said in a statement.

Republic Airways Holdings, Inc., Credit Suisse Securities, through
its affiliates, and AQR Capital, each a member of the Unsecured
Creditors Committee in Frontier's Chapter 11 Bankruptcy cases, are
offering Frontier up to $75,000,000 in DIP financing, with an
immediate firm commitment and funding of $30,000,000.

According to the statement, the new DIP facility, provides
Frontier with lower financing costs, less restrictive covenants
and greater flexibility to pursue strategic opportunities without
being constrained by more restrictive DIP provisions.  The
alternate DIP facility is subject to bankruptcy court approval and
to various conditions.

The Lenders provided the Company with this improved DIP facility
following Frontier's successful efforts to significantly improve
its liquidity.  

Over the past two weeks, Frontier announced the Perseus
$75,000,000 DIP financing, up to $80,000,000 in additional
liquidity through aircraft sales to VTB Leasing for onward lease
to Rossiya Airlines and other aircraft sale leaseback
transactions.

"The agreement by members of our Unsecured Creditors Committee to
extend this financing commitment is a tremendous vote of
confidence in our Company  and its business plan," said Sean
Menke, Frontier president and chief  executive officer.  "After a
careful examination of this offer against the offer Perseus
provided last week, we believe this new agreement offers immediate
access to greater liquidity under more favorable terms."

Upon court approval, the Lenders will provide immediate funding of
$30,000,000 to support Frontier's working capital needs.  The
Lenders will consider funding an additional $45,000,000 subject to
the terms and conditions of the DIP Credit Agreement.

The proposed DIP funding, coupled with Frontier's recent
announcements of aircraft sales and sale leasebacks, is expected
to substantially increase Frontier's cash position and provide
sufficient working capital for the Company's operations, as well
as significant staying power in the market.  These announced
liquidity initiatives allow the Company to continue to execute
upon its business improvements, focusing on fleet deployment, cost
savings and revenue enhancements.  Frontier will continue to
evaluate strategic opportunities in light of this new DIP facility
and the anticipated significant improvement
to Frontier's balance sheet.

                 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 represent the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is 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 US$1,126,748,000 and total debts was
US$933,176,000.


GLOBAL COMPOSITE: OSC Appoints BDO Dunwoody as Interim Receiver
---------------------------------------------------------------
The Ontario Superior Court of Justice granted a request by Resin
Systems Inc. to appoint an interim receiver for Global Composite
Manufacturing Inc., the utility pole contract manufacturer for RS
Rstandard(TM).  BDO Dunwoody LLP was appointed interim receiver.

RS applied for the appointment of an interim receiver pursuant to
section 47.1 of the Bankruptcy and Insolvency Act as a result of
GCM's default under the amended and restated manufacturing and
licensing agreement.  The company made the application to ensure
the continued production of its RStandard utility poles.

RS anticipates that the assumption of operations by the interim
receiver will not cause a material disruption to the production
and delivery of RStandard utility poles to its customers.  RS
staff is familiar with the operations of the plant and will assist
the interim receiver as required in order to continue the
production of the utility poles in accordance with the MLA.

"We want to assure our customers and shareholders that our utility
poles are going to continue to be manufactured in volumes to meet
market demand," Paul Giannelia, president and chief executive
officer of RS, said.  "While we are disappointed that GCM failed
to obtain their planned funding, our manufacturing expertise is
more advanced than ever and we are focused on moving forward to
grow our business."

                     About Resin Systems Inc.

Headquartered in Alberta, Canada, Resin Systems Inc. (TSE:RS;
OTCBB:RSSYF) -- https://web.grouprsi.com/ --  is a technology
company that develops advanced composite products for
infrastructure markets.  RS designs, engineers and markets its
products globally, while outsourcing its manufacturing and
distribution.  The company has entered the North American market
with its modular utility poles and conveyor roller tubes.

             About Global Composite Manufacturing Inc.

Global Composite Manufacturing Inc. is a subsidiary of Global
Vehicle Systems Inc., a Canadian based, privately held corporation
that designs, manufactures and supplies custom automation
equipment, production painting and injection moulding services to
the automotive, heavy truck and recreational vehicle industries.


GOODY's FAMILY: Wants to Reject Emcor, Consultedge Agreements
-------------------------------------------------------------
Goody's Family Clothing Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to reject:

   i) the HVAC Preventive Maintenance Agreement dated May 14,
      2008, with Emcor services; and

  ii) the Office Software Consulting Agreement dated Feb. 13,
      2008, with Consultedge Inc.

The agreements were entered into by the Debtors' New York Office
operations, which closed on July 17, 2008.  On the same day, the
Debtors asked the Court for authority to reject leases for their
office as of July 31, 2008.  "The Debtors should no longer be
subject to any burdens associated with the Emcor and Consultedge
Agreements," says Marion M. Quirk, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP.  "Rejection of the agreements . . . is in the
best interest of the Debtors' and their estates."

Emcor provided the Debtors with air condition maintenance while
Consultedge offered software consulting services, Mr. Quirk
relates.

A hearing is set for Aug. 19, 2008, at 10:00 a.m., to consider the
Debtors' request.  Objections, if any, are due Aug. 12, 2008.

                       About Goody's Family

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

The company and 19 of its affiliates filed for Chapter 11
protection on June 9, 2008 (Bankr. D. Del. Lead Case No.08-11133).  
Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at Skadden Arps
Slate Meagher & Flom LLP, represent the Debtors.  When the Debtors  
filed for protection against their creditors, they listed assets
of between $100 million and $500 million and debts of between
$100 million and $500 million.

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


GREEKTOWN CASINO: Chippewa Tribe Plans More Layoffs to Cut Cost
---------------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates related in a press
release dated June 23, 2008, that 89 employees will be laid off to
effect $7,800,000 in annual cost savings as identified by the
casino's managers and financial consultants.

According to a report by Margarita Bauza of the Detroit Free
Press, the Sault Ste. Marie Tribe of Chippewa Indians, which is
the majority owner of Greektown Casino, plans to implement more
layoffs in the next 10 weeks.  The layoffs is expected to affect
2% of the casino's 2,000 employees.

Greektown spokesperson Cory Wilson told the Detroit Free Press
that the layoffs is one of the company's cost savings measures to
deal with a $15,000,000 deficit that the casino is expecting for
the current year.  According to Ms. Wilson, the layoffs will
cover all of Greektown's affiliate casinos and its governmental
operations.

"All of our operations are doing anything we can to avoid more
lay-offs," the news source quoted Ms. Wilson as saying.  "This is
a last resort."

The specific number of layoffs has not been disclosed.

The Detroit Free Press, however, relates that former Sault Ste.
Marie Tribe spokesman John Hatch had revealed that 65 Greektown
employees have been terminated for the week ending August 1,
2008.  Another 369 jobs are eyed for termination in the next two
months, Mr. Hatch added.

                      About Greektown Casino

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

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

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

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to $500
million.  (Greektown Casino Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GS MORTGAGE: Moody's Junks $963,000 Class Q Certificates
--------------------------------------------------------
Moody's Investors Service affirmed the ratings of five classes,
placed six classes on review for possible downgrade and downgraded
the ratings of six classes of GS Mortgage Securities Corporation
II, Series 2006-RR2 as follows:

  -- Class A-1, $500,412,536, Certificates Due 2016, affirmed at
     Aaa

  -- Class A-2, $107,935,000, Certificates Due 2016, affirmed at   
     Aaa

  -- Class B, $31,802,000, Certificates Due 2016, affirmed at Aa1

  -- Class C, $14,455,000, Certificates Due 2016, affirmed at Aa2

  -- Class D, $11,564,000, Certificates Due 2016, affirmed at Aa3

  -- Class E, $11,564,000, Certificates Due 2017, placed on
     review for possible downgrade

  -- Class F, $8,673,000, Certificates Due 2017, placed on review
     for possible downgrade

  -- Class G, $8,673,000, Certificates Due 2017, placed on review
     for possible downgrade

  -- Class H, $13,491,000, Certificates Due 2018, placed on review
     for possible downgrade

  -- Class J, $9,637,000, Certificates Due 2018, placed on review
     for possible downgrade

  -- Class K, $7,709,000, Certificates Due 2018, placed on review
     for possible downgrade

  -- Class L, $7,709,000, Certificates Due 2019, downgraded to Ba2
     from Ba1

  -- Class M, $7,709,000, Certificates Due 2019, downgraded to Ba3
     from Ba2

  -- Class N, $7,709,000, Certificates Due 2020, downgraded to B1
     from Ba3

  -- Class O, $7,709,000, Certificates Due 2020, downgraded to B3
     from B1

  -- Class P, $4,818,000, Certificates Due 2020, downgraded to
     Caa1 from B2

  -- Class Q, $963,000, Certificates Due 2020, downgraded to Caa2
     from B3

Moody's is placing six classes on review and downgrading six
classes due to the overall deteriorating pool performance.

As of the July 24, 2008, distribution date, the transaction's
aggregate collateral balance has decreased to $770.2 million from
$770.9 million at issuance, due to $0.7 million in pay-downs to
the Class A-1 Certificates. The Certificates are currently
collateralized by 77 classes of CMBS securities from 57 separate
transactions (95.6% of the pool balance), and one CTL transaction
(4.4%).

Since issuance, among the Moody's rated securities (59.7%), there
have been two upgrades and two downgrades to CMBS securities.
Credit estimates were performed on 31 non-Moody's rated CMBS/CTL
classes (40.3 %).

Moody's uses a weighted average rating factor as an overall
indicator of the credit quality of a CDO transaction.  Based on
Moody's analysis, the current WARF is 876 compared to 799 at
issuance. Moody's reviewed the ratings or performed credit
estimates on all the collateral supporting the Certificates.  The
distribution is as follows: A1-A3 (7.7% compared to 6.7% at
issuance), Baa1-Baa3 (70.7% compared to 73.4% at issuance), Ba1-
Ba3 (8.3% compared to 11.5% at issuance), B1-B3 (9.7% compared to
6.2% at issuance), and Caa1-NR (3.6% compared to 2.2% at
issuance).

The CMBS securities are from pools securitized between 1996 and
2006. The two largest vintage exposures are 2005 (55.1%) and 2006
(18.7 %). The five largest exposures are WBCMT 2006-C23 (6.5%),
GGCFC 2005-GG5 (6.1%), GSMS 2006-GG6 (5.2%), CSFB 2005-C5 (4.8%)
and BC 2000-A (4.4%).


HAMILTON CREEK: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Hamilton Creek, LLC delivered to the United States Bankruptcy
Court for the Northern District of California its schedules of
assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $59,050,000
   B. Personal Property             
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $57,038,141
      Secured Claims
   E. Creditors Holding                                11,318
      Unsecured Priority
      Claims
   F. Creditors Holding                                51,587
      Unsecured Nonpriority
      Claims
                                   -----------    -----------
      TOTAL                        $59,050,000    $57,101,046

Headquartered in San Francisco, California, Hamilton Creek, LLC
filed for Chapter 11 protection on July 16, 2008 (Bankr. N.D.
Calif. Case No.:08-31285).  Robert G. Harris, Esq., at Law Offices
of Binder and Malter, represents the Debtor in its restructuring
efforts.


HANCOCK FABRICS: Satisfies Plan Conditions, Exits Chapter 11
------------------------------------------------------------
Hancock Fabrics Inc. emerged from Chapter 11 bankruptcy protection
after restructuring its business operations and satisfying the
conditions to effectiveness set forth in the Plan of
Reorganization confirmed by the United States Bankruptcy Court for
the District of Delaware on July 22, 2008.  In conjunction with
the Plan, Hancock Fabrics has closed a $100 million exit financing
facility provided by GE Commercial Finance Corporate Lending and
has issued $20 million of secured notes and warrants in connection
with a rights offering to certain of its shareholders.

"This is a huge milestone and a very happy day for Hancock Fabrics
and all of our associates, customers, business partners and
shareholders," Jane Aggers, president and chief executive officer
of Hancock Fabrics, said.  "We are extremely pleased to have
confirmed a Plan of Reorganization that provides for the payment
in full of all of our creditors.  Through this restructuring
process we have effectively addressed our real estate portfolio,
as well as financial and operational challenges, creating a strong
foundation for the future success of Hancock Fabrics.  The company
now has a stronger balance sheet, cash to fund operations and a
streamlined store portfolio that will allow us to compete
successfully in our industry.  The rapid and successful
restructuring of Hancock Fabrics is a testament to our outstanding
associates, supportive suppliers and professional partners, and we
appreciate their hard work and dedication throughout this
process."

Significant contributors to the company's emergence included:

   -- Morris Nichols Arsht & Tunnell LLP - Business
      Reorganization and Restructuring Counsel,

   -- Baker Donelson Bearman Caldwell & Berkowitz PC - Corporate
      Counsel,

   -- Houlihan Lokey - Investment Banking Services,

   -- CRG Partners Group, LLC - Restructuring Services,

   -- GE Commercial Finance Corporate Lending - Exit Financing
      Plan Highlights

The Plan provides for payment in full of all creditors of the
company holding valid claims, including interest, as applicable.  
The Plan also provides for prepetition equity holders to retain
their interest in the company.

                       Restructuring Process

In conjunction with the Chapter 11 filing, Hancock has instituted
these significant operational restructuring initiatives over the
last 16 months:

   -- Designed and implemented a New Store Prototype, completing
      57 store remodels, with a format that significantly enhances
      the customer experience and improves in-store operating
      efficiencies.

   -- Improved its Infrastructure; in financial reporting and
      compliance, well as through the upgrade of its technology
      platform and the centralization of merchandising, marketing,
      inventory management and distribution functions.

   -- Launched the new www.hancockfabrics.com website, which now
      provides a platform to increase data-driven marketing and
      advertising programs while also expanding the online product
      offering by 50,000 new products.

   -- Strengthened the company's management team, with specialty
      retail operations, merchandising, marketing and corporate
      finance expertise.

"We are beginning to experience traction in our initiatives and
believe that these early successes in conjunction with the ongoing
efforts of our associates and management will enable the company
to be a competitive player in the specialty retail space," said
Robert Driskell, senior vice president and chief financial
officer.  "Although we still have significant opportunities for
improvement, we are emerging as a financially stable company with
an improved operational focus which should position us well for
future profitable growth."

    Hancock Fabrics New Board of Directors, Effective August 1

Jane Aggers: president, chief executive officer, and director of
the company since January 2005.  Prior to assuming the leadership
role at Hancock, Ms. Aggers co-founded MMI Inc., a marketing,
sales, and business consulting firm in Cleveland, Ohio.  From 1994
to 2001, Ms. Aggers served as executive vice president of Jo-Ann
Stores Inc., in Hudson, Ohio.

Carl E. Berg: chairman of the board and chief executive officer of
Mission West Properties Inc. since 1997.  Mr. Berg has been
engaged in the ownership, development and management of R&D and
office real estate for over 35 years.  Mr Berg is also CEO of West
Coast Venture Capital, a venture company with investments in over
75 companies in technology, biotech, networking and chip
technology.  He serves as a member of the board of directors of
these public companies: Mission West Properties Inc., Valence
Technology Inc., a developer of advanced rechargeable battery
technology, FOCUS Enhancements Inc., a developer of video scan
conversion products and MoSys, Inc. a supplier of embedded memory
for systems on a chip and numerous private technology companies.
Mr. Berg holds a B.A. in business from the University of New
Mexico.

Sam Pina Cortez: principal of KCL Development LLC since 2003,
where he provides corporate finance advisory services, including
assisting clients with developing and implementing strategy,
raising capital, providing feasibility analysis, and executing
mergers and acquisitions.  Mr. Cortez is a member of the Board of
directors and chairman of the audit committee of publicly traded
World Waste Technologies Inc., well as a board member of private
companies in the LED lighting industry, and the aquaculture
industry.  Prior to KCL Development, Mr. Cortez spent over
12 years in investment banking, focused on the industrial sector,
with Lehman Brothers, Donaldson, Lufkin & Jenrette, Alex Brown &
Sons, and Morgan Stanley International.  Mr. Cortez received an
MBA from the Harvard Graduate School of Business Administration
and a BS in Chemical Engineering from the University of
California, Berkeley.

Steven D. Scheiwe: president of Ontrac Advisors Inc., where he
provides analysis and management services to private equity
groups, privately held companies and funds managing distressed
corporate debt issues.  Previously, Mr. Scheiwe was the chief
executive officer of Teletrac Inc., after serving as general
counsel & secretary.  Mr. Scheiwe was also general counsel &
secretary of Premiere Page Inc.  Mr. Scheiwe serves on the boards
of Movie Gallery Inc., Zemex Minerals Holdings Inc., FiberTower
Corporation, and Footstar Inc.  Mr. Scheiwe received a Bachelors
degree from the University of Colorado and a J.D. from the
Washburn University School of Law.

Harry D. Schulman: operating partner with Baird Capital Partners,
with more than 30 years experience in consumer products, including
20 years of Asian sourcing and manufacturing experience.
Mr. Schulman was president and CEO of Applica, a then publicly
traded company that markets and distributes a wide range of small
appliances for use in and outside the home.  Applica markets
products under licensed brand names such as Black & Decker(R),
company-owned brand names such as Littermaid(TM) , a product
targeting the pet industry, Belson Professional(R), personal care
products, and private label brand names.  Upon becoming chairman
and CEO, Mr. Schulman increased shareholder value by over 100%
within 2 years, and eventually executed an industry consolidation
strategy which resulted in the sale of the company to a major
private equity firm at 18 times EBITDA.  Mr. Schulman brings
extensive operations, consumer product and Asian manufacturing
experience to the Baird portfolio.  Mr. Schulman received his
bachelor's degree in Business Administration from University of
Dayton and earned his MBA from the University of Miami.

                      About Hancock Fabrics

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

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represents the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.

The Court confirmed the Debtors' joint consolidated plan of
reorganization on July 22, 2008.


HCA INC: June 30 Balance Sheet Upside-Down by $10.18 Billion
------------------------------------------------------------
HCA Inc. reported Thursday financial and operating results for its
second quarter ended June 30, 2008.

At June 30, 2008, the company's consolidated balance sheet showed
$24.07 billion in total assets and $33.13 billion in total
liabilities, $959.0 million in minority interests, and
$163.0 million in equity securities with contingent redemption
rights, resulting in a $10.18 billion shareholders' deficit.

Net income for the second quarter of 2008 totaled $141.0 million,
compared to $116.0 million in the prior year's second quarter.
Results for the second quarter of 2008 include losses on sales of
facilities of $11.0 million compared to gains of $11.0 million in
the second quarter of 2007.  Also, second quarter 2008 results
include an impairment of long-lived assets of $9.0 million
compared to a $24.0 million asset impairment in the same period of
2007.

Revenues for the second quarter totaled $6.98 billion, compared to
$6.73 billion in the second quarter of 2007.  Adjusted EBITDA in
the quarter totaled $1.10 billion, compared to $1.18 billion in
the previous year's second quarter.

Salaries and benefits increased to $2.84 billion, or 40.7 percent
of revenues, in the second quarter of 2008 from $2.65 billion, or
39.4 percent of revenues, in the second quarter of 2007.  Salaries
and benefits per equivalent admission increased 6.1 percent while
revenue per equivalent admission increased 2.8 percent for the
second quarter of 2008 compared to the second quarter of 2007.

The provision for doubtful accounts increased to $813.0 million,
or 11.7 percent of revenues, in the second quarter of 2008 from
$753.0 million, or 11.2 percent of revenues, in the second quarter
of 2007.  Same facility uninsured admissions increased 1.0 percent
in the second quarter of 2008 compared to the prior year's second
quarter.

The company reached a settlement with the IRS Appeals Division
regarding certain 2001 and 2002 issues during the second quarter
of 2008 and the settlement resulted in a $38.0 million reduction
to the company's provision for income taxes for the second quarter
of 2008.

Interest expense decreased to $494.0 million in the second quarter
of 2008, compared to $557.0 million in the same period of 2007,
due to reductions in both the company's average debt balance and
the average interest rate on its debt.

Same facility admissions increased 1.3 percent and same facility
equivalent admissions increased 2.0 percent in the second quarter
of 2008 compared to the prior year's second quarter.  Same
facility inpatient surgeries declined 0.5 percent and outpatient
surgeries declined 0.7 percent in the second quarter.  Same
facility revenue per equivalent admission increased 3.0 percent in
the second quarter of 2008 compared to the second quarter of 2007
due primarily to changes in service and payor mix.

Same facility charity and uninsured discounts totaled
$869.0 million in the second quarter of 2008 compared to
$707.0 million in the second quarter of 2007.

As of June 30, 2008, HCA's balance sheet reflected cash and cash
equivalents of $368.0 million, total debt of $27.61 billion, and
total assets of $24.07 billion.  During the second quarter,
capital expenditures totaled $409.0 million.  HCA expects capital
expenditures to approximate $1.65 billion in 2008.

                        Six Months Results

Revenues for the six months ended June 30, 2008, totaled
$14.11 billion compared to $13.41 billion for the same period of
2007.  Adjusted EBITDA totaled $2.28 billion for the first half of
2008 compared to $2.46 billion for the same period of 2007.  HCA's
net income was $311.0 million for the six months ended June 30,
2008, compared to $296.0 million in the prior year.

Results for the six months ended June 30, 2008, include gains on
sales of facilities of $40.0 million compared to $16.0 million of
gains on sales of facilities for the same period of 2007 and an
impairment of long-lived assets of $9.0 million in the current
year compared to a $24.0 million asset impairment in the first
half of 2007.

                          About HCA Inc.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider   
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

                          *     *     *

As reported in the Troubled Company Reporter on May 23, 2008,
Fitch Ratings affirmed HCA Inc.'s Issuer Default Rating at 'B';
Secured bank credit facility at 'BB/RR1'; and Senior unsecured
notes at 'CCC+/RR6'.


HEALTH NET: Fitch Affirms 'BB+' 6.375% Sr. Unsecured Notes Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and Insurer
Financial Strength ratings of Health Net, Inc. and its insurance
operating subsidiaries.  The Outlook on Health Net's ratings
remains Negative.

The rating action considers developments related to Health Net's
operating performance in the first quarter of 2008, which resulted
in the company reporting a $51 million pre-tax loss for the
quarter, as well as ongoing challenges that are expected to place
moderate pressure on earnings for the year.  The 1Q08 loss was
driven in part by $82.4 million in pre-tax charges: $43.2 million
of which is related to estimated liability for litigation and
regulatory actions, $35.8 million primarily driven by severance
costs related to the company's initiatives to reduce general and
administrative expenses, and $3.4 million related to the estimated
loss on the sale of a small subsidiary.

The 1Q08 results were also affected by $50 million in pre-tax
adverse prior period development, $24 million from higher than
expected utilization in Health Net's Medicare Advantage and
Medicare Part D stand-alone business, and $20 million in higher
claims associated with the severe flu season.  In lowering
expectations for 2008 performance, management cited these
developments as well as a proposed large rate cut on Medi-Cal,
California's Medicaid program, and a higher than expected tax rate
associated with changing business mix.

The Negative Outlook on Health Net's rating is driven by the
company's reduced earnings profile in the near term, which could
adversely affect debt service capabilities.  In addition, Fitch is
concerned by ongoing competitive pressures in Health Net's core
California market, and significant uncertainty surrounding the
company's performance through the balance of 2008 and into 2009.
Further deterioration in Health Net's operating performance or
capital position could potentially lead to a rating downgrade.

Fitch's ratings on Health Net continue to reflect the company's
reasonable financial leverage, good competitive position in the
health insurance/managed care markets in California, and strong
presence in the traditionally stable-margin TRICARE business.

The ratings also reflect industry challenges related to the
unsustainable increase in the cost of providing health care,
increasing competitive pressures, and regulatory and legal
challenges that may affect the extent to which sector participants
can manage costs and price their products appropriately.

Health Net is among the nation's largest publicly traded managed
health care companies.  The company's health plans and government
contracts subsidiaries provide health benefits to approximately
6.8 million individuals across the country through group,
individual, Medicare (including the Medicare prescription drug
benefit commonly referred to as 'Part D'), Medicaid, TRICARE and
Veterans Affairs programs.

Fitch has affirmed these ratings with a Negative Outlook:

Health Net
  -- IDR at 'BBB-';
  -- 6.375% senior unsecured notes due 2017 at 'BB+'.

Health Net of California
Health Net of Arizona
Health Net Health Plan of Oregon
Health Net of Connecticut
Health Net of New Jersey
Health Net of New York.
  -- IFS at 'BBB+'.


HEREFORD & HOPS: Templar Development to Buy Property for $5MM
-------------------------------------------------------------
Tim Schooley of Pittsburgh Business Times reports that Templar
Development LLC agreed to buy a six-acre property of Hereford &
Hops of Cranberry TWP LLP along Route 228 for at least $5 million.

Templar Development intends to construct a 129-room four-story
Cambria Suites limited-service hotel in the lot, the reports says.

Headquartered in Cranberry Township, Pennsylvania, Hereford & Hops
of Cranberry T.W.P., L.L.C. -- http://herefordandhops.com/-- owns  
and manages restaurants and breweries.  The company and its
affiliate, Brewmaster of Cranberry T.W.P., L.L.C., filed for
Chapter 11 protection on Dec. 9, 2007 (Bankr. W.D. Pa Case No.07-
27763).  Brian C. Thompson, Esq., at Thompson & Yates, P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection against their creditors, they listed
assets of between $1 million and $10 million and debts of between
$1 million and $10 million.


IMMUNICON CORP: Completes $31MM Sale of Assets to Veridex LLC
-------------------------------------------------------------
Immunicon Corporation and its subsidiaries completed the sale of
substantially all of their assets to Veridex LLC in a sale
conducted under the provisions of Section 363 of the U.S.
Bankruptcy Code and approved by the U.S. Bankruptcy Court for the
District of Delaware on July 30, 2008.  

As reported in the Troubled Company Reporter on June 12, 2008,
Immunicon Corp. and its subsidiaries signed an asset purchase
agreement with Veridex LLC to sell substantially all of their
assets in connection with the Chapter 11 filings.

Veridex paid Immunicon $31,320,023 in cash, subject to certain
upwards or downwards post closing adjustments, discharged and
released $2,087,500 of certain claims owing to Veridex, and
assumed certain trade accounts payable liabilities and certain
contracts.

It is anticipated that the net proceeds of the sale, after paying
costs associated with the sale, will first be used to satisfy the
obligations of Immunicon and its subsidiaries to their creditors
pursuant to a Chapter 11 plan to be filed with the Bankruptcy
Court.  It is anticipated that any remaining proceeds will be
distributed to stockholders of Immunicon on a pro rata basis
pursuant to the Plan.

The assets sold by Immunicon and its subsidiaries included
intellectual property, product inventory and preclinical data well
as all technologies related to the CellSearch(R) System, the first
diagnostic test to automate the detection and enumeration of
circulating tumor cells, cancer cells that detach from solid
tumors and enter the blood stream.  The CellSearch(R) System is
cleared for the prognosis and monitoring of patients with
metastatic breast, metastatic colorectal and metastatic prostate
cancer.  Immunicon and its subsidiaries also sold to Veridex all
technologies related to the RF Poseidon FISH Probes, which are the
latest advance in FISH DNA probes.

Immunicon and Veridex have partnered since 2000 to develop and
commercialize novel cancer diagnostic platforms and products.

                   About Immunicon Corporation

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


INDYMAC BANCORP: Fitch Assigns 'D' Ratings on Chapter 7 Filing
--------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the ratings of Indymac Bancorp, Inc. as:

Indymac Bancorp Inc.
  -- Long-term Issuer Default Rating to 'D' from 'C';
  -- Short-term IDR to 'D' from 'C'
  -- Individual to 'F' from 'E'.

The downgrade follows the company's announcement that it intends
to file a voluntary petition seeking relief under Chapter 7 of
Title 11 of the United States Code.  Fitch will withdraw the
ratings of Indymac in approximately 30 days.

Fitch has affirmed this:

Indymac Capital Trust I
  -- Preferred stock at 'C/RR6'

Fitch has also affirmed and withdrawn these ratings:

Indymac Bancorp Inc.
  -- Support at '5';
  -- Support Floor at 'NF'.


INN OF THE MOUNTAIN: S&P Changes 'B' Rating Outlook to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Inn of the Mountain Gods Resort and Casino to negative from
stable. Ratings on the company, including the 'B' corporate credit
rating, were affirmed.

"The outlook revision reflects concerns surrounding recent
negative operating trends, and an expectation that these negative
trends will continue over the next few quarters due to the current
weak economic environment, resulting in a deterioration of credit
measures," said Standard & Poor's credit analyst Ariel Silverberg.

"For the fiscal year ending April 30, 2008, revenue was
essentially flat year over year at $124.4 million, and EBITDA
declined 11.8% to $37.7 million.  Operating performance primarily
reflected weakness in IMG's ski operations, which were only
partially offset by increases in gaming for the first nine months
of the fiscal year. Gaming revenue in the fourth quarter declined
approximately 9.5%. In addition, IMG experienced higher
compliance-related expenses to resolve previous accounting issues
related to internal controls, as well as higher marketing costs
related to a discontinued air charter program. While earnings
volatility related to the ski segment is incorporated into the
rating, we are concerned that a continuation of negative trends in
the gaming segment will result in a deterioration of credit
measures; if they continue over time, they could strain IMG's
liquidity position," S&P says.

The 'B' rating reflects IMG's status as a single-market operator,
its small cash flow base, and the remoteness of its properties'
location. These weaknesses are partially tempered by the limited
amount of gaming competition in southern New Mexico.

"IMG is a wholly owned enterprise of the Mescalero Apache Tribe, a
federally recognized tribe located in south-central New Mexico.
IMG owns and operates the Travel Center Casino, the Inn of the
Mountain Gods Resort and Casino, Ski Apache, and various outdoor
amenities. The Travel Center Casino offers 483 slot machines, 10
table games, and caters primarily to a local customer base. The
Inn of the Mountain Gods Resort and Casino offers 981 slot
machines, 35 table games, and is marketed as a resort destination.
IMG also owns and operates Ski Apache, the second largest ski
resort in New Mexico, as well as various outdoor activities. Given
that IMG draws its customer base from western Texas, as well as
population bases in southern New Mexico, such as the cities of Las
Cruces and Roswell nearly 100 miles away, we expect that the
rising cost of gas will likely reduce customer visitation over the
next several months," S&P says.

"At April 30, 2008, adjusted debt to EBITDA was 5.8x--an increase
from 5.2x at the same time last year--and EBITDA coverage of
interest was 1.4x, as compared with 1.6x the previous year, due to
a decline in EBITDA. These measures are relatively weak for the
rating, and, given our expectation for operating performance, we
expect them to further weaken over the next few quarters."


JHT HOLDINGS: Committee et al. Object to Disclosure Statement
-------------------------------------------------------------
The Official Committee of Unsecured Creditors and Liberty Mutual
Insurance Company object to the disclosure statement explaining an
amended joint Chapter 11 plan of reorganization filed by JHT
Holdings Inc. and its debtor-affiliates on July 25, 2008.

A hearing is set for Aug. 6, 2008, at 10:00 a.m., to consider the
objection.

The Committee et al. assert that the amended plan improperly used
the Chapter 11 process to facilitate the restructuring for the
benefit of the Debtors' insiders and lenders at the expense of
unsecured creditors.  There is a substantial overlap between the
existing equity interests and the prepetition lenders, they point
out.  The disclosure statement fails to include adequate
explanations for asset valuation, liability estimates and other
sources of recovery through unencumbered assets or Chapter 5
causes of action, they add.

The Committee et al. list grounds as to why the Debtors'
disclosure statement should be denied.  They said the disclosure
statement:

   -- pays nothing to the vast majority of general unsecured
      creditors nothwithstanding the payment outside the amended
      plan of 100% to the other unsecured creditors whose services
      the equity holders and the prepetition lenders concluded are
      valuable to them;

   -- deprives creditors of any vote against confirmation of the
      amended plan;

   -- vests the Debtors' assets and business in those equity
      holders and prepetiton lenders;

   -- provides equity holders and prepetition lenders broad
      releases; and

   -- subjects the unsecured creditors, who will not receive
      distribution, to avoidance actions for the benefit of those
      equity holders and prepetition lenders.

Moreover, the Committee et al. tell the Court that the disclosure
statement did not provide liquidation analysis or projections, and
excluded various other significant information.

As reported in the Troubled Company Reporter on July 30, 2008, the
Debtors delivered an amended chapter 11 plan and disclosure
statement to the U.S. Bankruptcy Court for the District of
Delaware.

The Court scheduled the hearing to consider adequacy of the
disclosure statement for Aug. 6, 2008 at 10:00 a.m., and the
hearing to consider confirmation of the plan for Sept. 17, 2008,
at 10:00 a.m.

The plan seeks to convert a substantial portion of the prepetition
lenders' secured debt to equity, resulting in prepetition lenders
becoming owners of the reorganized company.  The Debtors must
confirm the plan and go effective within 120 days of the petition
date, otherwise a trigger of an event of default will occur under
their debtor-in-possession financing and an automatic termination
under a lockup agreement will become effective.  This would
severely jeopardize the Debtors' reorganization prospects,
according to a court document.

                        Treatment of Claims

The plan reflects certain agreements and compromises between the
Debtors and certain of the prepetition lenders and contemplates,
generally for:

   -- payment in full, in cash, of the allowed prepetition
      advance claims, DIP facility claims, administrative claims
      and priority claims;

   -- exchange of the prepetition Lenders' secured claims for,
      among other things, (i) the exit second-lien loan in the
      principal amount of $60,000,000, and (ii) 70% of the new
      stock of reorganized holdings;

   -- reinstatement of intercompany claims and intercompany
      interests; and

   -- discharge of all other claims without recovery, and
      cancellation of all other equity interests.

   Type of Claim      Projected Claim      Projected Recovery
      or Class          or Interest      Chapter 11   Chapter 7
   -------------      ---------------    ----------------------
   Administrative         $15,000,000    100.0%          100.0%
   Priority Taxes              20,000    100.0%          100.0%
   IFTA Taxes                  10,000    100.0%          100.0%
   DIP Facility            14,000,000    100.0%          100.0%
   Class 1
     Prepetition
     Advanced               1,200,000    100.0%          100.0%
   Class 2
     Prepetition
     Facilities           136,000,000     48.9%           13.3%
   Class 3
     Other Secured                       100.0%          100.0%
   Class 4
     Other Priority                      100.0%          100.0%
   Class 5
     Gen. Unsecured        95,000,000        0%              0%
   Class 6
     ESOP Put Claims        6,000,000        0%              0%
   Class 7
     Intercompany Claims                 reinstated      100.0%
   Class 8
     Intercompany                        reinstated      100.0%
     Interests
   Class 9
     Equity Interests                        0%              0%

The Debtors submit that the plan maximizes their value and that
any alternative to confirmation of the plan, such as liquidation
or an alternative plan, would result in significant delays,
litigation and additional costs.
                                                                       
A full-text copy of the Debtors' amended disclosure statement is
available for free at http://ResearchArchives.com/t/s?3060

A full-text copy of the Debtors' amended chapter 11 plan is
available for free at http://ResearchArchives.com/t/s?3061

                        About JHT Holdings

Headquartered in Kenosha, Wisconsin, JHT Holdings Inc. --
http://www.jhtholdings.com/-- and its affiliates provide over-
the-road transportation of various types of motor vehicles,
including commercial trucks and cars.

The Debtors have non-debtor foreign affiliates in Canada and
Mexico.  Another Mexican affiliate, Mexicana Logistics, S.A. de
C.V. is owned 50% by JHT Holdings and 50% by Gustavo Vildosola, a
Mexican national with no connection to the Debtors.

JHT Acquisition Corp. owns all of the outstanding stock of JHT
Holdings.  JHT Acquisition is a holding company owned by a group
of investors, MTGLQ Investors, L.P., D.B. Zwirn Special
Opportunities Fund, L.P., ZM Private Equity Fund I, Spectrum
Investment Partners, L.P. and Stonehouse Investment Company LLC.

The company and 16 of its affiliates filed for chapter 11
protection on June 24, 2008 (Bankr. D. Del. Lead Case No. 08-
11267).  David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at
Pepper Hamilton, LLP, represent the Debtors in their restructuring
efforts.  The U.S. Trustee has appointed members to the Official
Committee of Unsecured Creditors to serve in this case.  Pachulski
Stang Ziehl & Jones LLP represents the Creditors' Committee.  When
the Debtors filed for protection against their creditors, they
listed assets and debts between $100 million to $500 million


JOURNAL REGISTER: S&P Withdraws 'D' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Journal
Register Co., including the 'D' corporate credit rating.

S&P lowered the ratings on July 25, 2008, after the company
announced that it had entered into a forbearance agreement with
lenders, which included a provision whereby interest under the
credit agreement will accrue and will not be paid for the period
July 24, 2008 through Oct. 31, 2008. S&P viewed this event as a
meaningful departure from the original terms of the credit
agreement, resulting in a 'D' corporate credit and issue-level
ratings under its criteria.


KNIGHT COMMERCE: Seeks Bankruptcy Protection Under Chapter 11
-------------------------------------------------------------
Jeff Ostrowski of PalmBeachPost.com reports that Knight Commerce
Center Inc. filed a voluntary petition under Chapter 11 of the
Bankruptcy Code.

According to PalmBeachPost.com, the company listed assets of
between $10 million and $50 million and debt of the same range.  
Company head, Bill Knight, owes at least $100,335 in taxes to Palm
Beach County Tax Collector, the report notes.

Last year, the company faced a foreclosure motion filed by Florida
Community Bank of Immokalee after it failed to pay its loan that
was sue since May 2007, Mr. Ostrowski says.

Knight Commerce owns NexStore gas station and deli in Boca Raton,
Florida.


LASALLE COMMERCIAL: Fitch Junks Ratings on Six Loan Classes
-----------------------------------------------------------
Fitch Ratings downgraded these classes of LaSalle Commercial
Mortgage Securities Trust, Series 2007-MF5 as:

  -- $7.3 million class G to 'CCC/DR2' from 'BB+';
  -- $2.4 million class H to 'CC/DR4' from 'BB';
  -- $1.8 million class J to 'C/DR6' from 'BB-';
  -- $1.8 million class K to 'C/DR6' from 'B';
  -- $1.2 million class L to 'C/DR6' from 'B-';
  -- $610,000 class M to 'C/DR6' from 'B-/DR1'.

In addition, Fitch placed these classes on Rating Watch Negative:

  -- $407.6 million class A at 'AAA';
  -- $9.2 million class B at 'AA';
  -- $13.4 million class C at 'A';
  -- $8.5 million class D at 'BBB+';
  -- $3 million class E at 'BBB';
  -- $4.9 million class F at 'BBB-'.

Fitch also affirmed these class:

  -- Interest-only class X at 'AAA'.

Fitch does not rate the $6.7 million class N.

The downgrades and Rating Watch Negative placements are the result
of a potential for significant losses from loans currently in
special servicing.  Since Fitch's last rating action an additional
12 loans (3.3%) have transferred to the special servicer.  In
total, there are currently 28 loans (8.6%) in special servicing.
Recent valuations indicate significant losses upon liquidation of
the loans currently in special servicing.

The transaction is a small balance commercial mortgage backed
security with an average loan size of $1,233,147.  The majority of
loans are full recourse to the sponsor and have adjustable rate
mortgages with fixed-rate periods ranging from three to 10 years.
Four of the top five loans (4.2%) reported year-end 2007
financials and continue to show stable performance since issuance
with a YE 2007 weighted-average debt-service coverage ratio of
1.33x.

The largest specially serviced loan (0.8%) is secured by a
multifamily property located in Del City, Oklahoma.  The property
is in poor condition with major deferred maintenance and is
currently 46% occupied as of July 2008.  The special servicer is
in the process of foreclosing on the property.


LEFT BEHIND: Haskell & White Expresses Going Concern Doubt
----------------------------------------------------------
Haskell & White LLP raised substantial doubt about the ability of
Left Behind Games, Inc., to continue as a going concern after
auditing the company's financial statements for the year ended
March 31, 2008.  

The auditor disclosed that the company has incurred significant
and continuing operating losses, has negative working capital of
around $3,000,000, has negative cash flows from operations through
March 31, 2008, has an accumulated deficit of $42,040,009 at March
31, 2008, and is in default on certain debt.  

The company reported a net loss of $6,227,296 on net revenues of
$251,405 for the year ended March 31, 2008, as compared with a net
loss of $26,265,560 on net revenues of $292,190 in the prior year.

In addition, the company used cash in operations of $2,487,487 and
$5,115,073 during the years ended March 31, 2008, and 2007,
respectively.

                        Meyers Bridge Loan

During the fiscal year ended March 31, 2008, the company borrowed
from certain shareholders under short-term promissory notes.  
Certain of those notes were secured by the company's assets and
required interest payments in its common stock.  The interest
rates ranged from 10% to 24%.  At March 31, 2008, the company owed
$260,000 under these short-term notes, which are either due or
will become due within 60 days.  The company is in default on the
Meyers bridge loans.

In January 2007, the company entered into a Bridge Loan
arrangement with Meyers Associates L.P., a broker-dealer.  Under
this unsecured Bridge Loan arrangement, the company agreed to
issue two shares of its common stock for every $1 lent to the
company by accredited investors.  The company also agreed to pay
to the investors 10% simple interest on the funds lent to the
company and to pay Meyers a commission of 10% of proceeds received
under the arrangement and a non-accountable expense allowance that
is equal to 3% of the gross funds that the company received.  
Meyers also received 25% shares coverage.  

The company agreed to repay the Bridge Loan at the earlier of 12
months after the date of issuance; the consummation of any $1.5
million financing; and the date on which the outstanding principal
amount is prepaid in full.  The initial completion date of the
Bridge Loan was March 31, 2007, which was subsequently extended to
May 31, 2007, at which time it terminated.

The company agreed to provide the investors in this Bridge
Offering the same registration rights provided to investors in its
next private placement.  In the event that a private placement is
not completed at the company's election within 90 days from the
completion of this Bridge Offering, the company agreed to file
with the SEC within 120 days from the final completion of this
Bridge Offering a registration statement under the Securities Act
of 1933, as amended, concerning the resale of the shares of its
Common Stock included in the Bridge Units.   The company had not
filed such registration statement.

Two of the investors in the Bridge Loan subsequently agreed to
convert their aggregate note balances of $110,000 to common stock.
The company issued an additional 880,000 shares to convert the
principal balance of their notes and recorded the $110,000 to
common stock and additional paid-in capital.  The company also
accelerated the unamortized value of the debt issuance costs
attributable to their notes.  This resulted in additional interest
expense of $40,617 that was recorded in the year ended March 31,
2008.  Since the effective conversion price of the 880,000 shares
issued to convert that $110,000 of debt was $0.125 per share and
that conversion price was $0.095 less than the closing price of
$0.22 on the date of conversion, the company also recorded an
additional interest charge of $83,600 relating to that beneficial
conversion in the year ended March 31, 2008.

In the year ended March 31, 2008, the company made a partial
repayment of $25,000 to one of the investors in the Bridge Loan.  
As a result of this repayment, the company accelerated the
remaining amount of debt financing costs of $5,042 attributable to
that investor and charged that amount to interest expense.

The combination of the $110,000 in conversions and the $25,000
partial repayment reduced the amount outstanding under the Bridge
Loan as of March 31, 2008, to $315,000.

                           Balance Sheet

At March 31, 2008, the company's balance sheet showed $1,297,560
in total assets and $4,109,182 in total liabilities, resulting in
a $2,811,622 stockholders' deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $1,009,941 in total current assets
available to pay $4,099,114 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?3048

                        Management Strategy

Over the past year, the company has significantly reduced its cost
of operations.  The size of operations was reduced from 75 workers
in three countries to less than 20 in the USA, and the company
consolidated its offices into one location in Murrieta, Calif.  A
new Board of Directors took office on Dec. 3, 2007, and the
company hired Douglas Milnor as its chief operating officer.  The
management is currently pursuing a new product strategy of
developing intellectual property (new products) aimed at
leveraging existing products which are modified to become
inspirational for significantly less than the company's previous
product development expenses.  This is evidenced by the company's
cost of development for its new PC Game, "Keys of the Kingdom,"
which was announced at the recent International Christian Retail
Show.  

In the past year, the company has successfully built a direct-to-
store distribution channel to more than 1,500 stores and this
year, plans to increase revenue from the mainstream, inspirational
and direct-to-consumer sales channels.  The company also has
reassigned resources to expand distribution internationally in
Australia, UK and South Africa and through its relationships with
major ministries and churches.  

A new program is underway to provide consumers an opportunity to
buy the company's products in exchange for a donation to be made
to their favorite charity, church or ministry.  Management expects
to continue to reduce costs and increase margins as was evidenced
by the company's per unit cost drop in the past year from $3.63 to
$1.50.  

Management plans to continue to control and reduce costs where
necessary in an effort to reach profitability.  In addition,
management plans to raise additional capital in the later half of
2008 to fund ongoing business operations and to then reevaluate
capital needs upon a review of sales performance resulting from
the upcoming holiday season.

Management is currently addressing the company's liquidity issue
by continually seeking investment capital through the public
markets, specifically, through private placements of common stock
and debt.  However, no assurance can be given that the company
will receive any funds in addition to the funds it had received to
date.  The successful outcome of future activities cannot be
determined at this time and there is no assurance that, if
achieved, the company will have sufficient funds to execute its
intended business plan or generate positive operating results.

                   About Left Behind Games

Based in Murrieta, Calif., Left Behind Games Inc. (OTCBB: LFBG)
-- http://www.leftbehindgames.com/-- a Washington corporation  
doing business through its subsidiary Left Behind Games Inc., a
Delaware corporation, is in the business of developing and
publishing video game products based upon the popular Left Behind
series of novels.  The company has the exclusive worldwide rights
to the Left Behind book series and brand, for the purpose of
making video games.


LEGEND HOMES: Terminates 78% of Remaining Employees
---------------------------------------------------
The Oregonian's Jeff Manning reports that Legend Homes has fired
18 of its 23 remaining employees as it attempts to stay afloat in
a Chapter 11 case.

According to the Oregonian, while the company tries to endure a
lack of operating capital, several lenders including Key Bank N.A.
are unwilling to approve any plan proposed by the Company to
permit it to access their cash to finance the company's ongoing
business.  The Debtor owes the lender at least $80 million in
claims secured by residential properties, the report relates.  
Some lenders have noticed a decrease in the value of their
collateral as real estate decline continues to get worse, the
report adds.

"[KeyCorp. plans] to aggressively reduce its exposure to the
residential properties segment of its commercial real estate
construction loan portfolio," the Oregonian states.  Keycorp lost
at least $1.1 billion in the second quarter due to bad real estate
loans.

When it filed for bankruptcy in June, the company brought in at
least $4 million from home sales but was unable to use that money,
Legend president Jim Chapman lamented.

"Right now, [the company is] being squeezed into involuntary
liquidation," a person with knowledge of the matter relates.  "In
today's real estate market, you don't have a lot of time to dink
around," this person adds.

The Debtor and its lenders will resume talks to reach new funding
agreement this month, the report says.

                        About Legend Homes

Headquartered on Portland, Oregon, Matrix Development Corp. aka
Legend Homes -- http://www.legendhomes.com-- designs and builds   
homes and condominiums.  The company filed for Chapter 11
protection on June 10, 2008 (Bankr. D. Ore. Case No.08-32798).  
David A. Foraker, Esq. at Greene & Markley P.C. is the Debtor's
counsel.  When the Debtor filed for protection against its
creditors, it listed assets of between $100 million and
$500 million and debts of between $100 million and $500 million.


LINENS N THINGS: Court Approves Amendment to $700MM DIP Loan
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Linens 'N Things and its debtor-affiliates to amend an
agreement providing for $700,000,000 debtor-in-possession
financing package from General Electric Capital Corporation to
avoid certain defaults.  The Honorable Christopher S. Sontchi also
authorized the Debtors to pay all fees and expenses payable under
the DIP Amendment to the DIP Lenders.

As previously reported, among the terms of the DIP Amendment are:

   -- The Debtors will pay a fee equal to 10 basis points on the
      aggregate amount of the commitments under the DIP
      Agreement;

   -- Section 6.21 of the DIP Agreement will be amended to
      provide that:

      * the actual disbursement amount for any Cumulative Four
        Week Period ending prior to August 1, 2008, may exceed
        the budgeted disbursement amount for that period by no
        more than 10%, and for any Cumulative Four Week Period
        ending after August 1, may exceed the Budgeted
        Disbursement Amount for that period by no more than 5%;
        and

      * actual sales receipts for any Cumulative Four Week Period
        ending on or after August 1, will not be less than 95% of
        the budgeted sales receipts for that period as set forth
        in the Budget, and the actual inventory amount at any
        time after August 1, will not be less than 95% of the
        budgeted inventory amount; and

   -- The DIP Lenders will consent to an updated Budget delivered
      by the Debtors, which will be deemed effective as of the
      delivery date of delivery.

Clifton, New Jersey-based Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer   
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry.  Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces.  Brands include Braun, Krups, Calphalon,
Laura Ashley, Croscill, Waverly, and the company's own label.  
Linens 'n Things was acquired by private equity firm Apollo
Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens
'n Things, Inc. (08-10833), Linens 'n Things Center, Inc.
(08-10834), Bloomington, MN., L.T., Inc. (08-10835), Vendor
Finance, LLC (08-10836), LNT, Inc. (08-10837), LNT Services, Inc.
(08-10838), LNT Leasing II, LLC (08-10839), LNT West, Inc.
(08-10840), LNT Virginia LLC (08-10841), LNT Merchandising Company
LLC (08-10842), LNT Leasing III, LLC (08-10843), and Citadel LNT,
LLC (08-10844).  Judge Christopher S. Sontchi presides over the
cases.

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., Michael J. Merchant, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A.  The Debtor's special
corporate counsels are Holland N. O'Neil, Esq., Ronald M.
Gaswirth, Esq., Stephen A. McCartin, Esq., Randall G. Ray, Esq.,
and Michael S. Haynes, Esq., at Gardere Wynne Sewell LLP; and
Howard S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan,
Lewis & Bockius LLP.  The Debtors' restructuring management
services provider is Conway, Del Genio, Gries & Co., LLC.  The
Debtors' CRO/Interim CEO is  Michael F. Gries, co-founder of
Conway Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protiviti, Inc.  Their
investment bankers are Financo, Inc. and Genuity Capital Markets.

The Official Committee of Unsecured Creditors is represented by
Cole, Schotz, Meisel, Forman & Leonard, P.A.  Carl Marks Advisory
Group LLC serves as financial advisor to the Creditors' Committee.  
A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

(Bankruptcy News About Linens 'n Things, Issue No. 14; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


LINENS N THINGS: Concessions Prevent Closure of 30 Stores
---------------------------------------------------------
Linens 'N Things and its debtor-affiliates, in an amended list,
informed the United States Bankruptcy Court for the District of
Delaware and parties-in-interest, that they are closing only
an additional 57 stores, which is 30 stores less than they
originally sought to close.  The reduced number is due to
concessions granted by certain landlords, according to Bloomberg
News.

Richard D. Hastings, a consumer strategist at Global Hunter
Securities LLC, was quoted by the Associated Press saying that in
general, it is quite common for retailers, like the Debtors, to
end up with a different number of store closings from their
original calculations because lease agreements vary tremendously
among stores.

"Every lease agreement is different, and operating costs, or the
total cost per store, can vary significantly," Mr. Hastings said.

Immediately after filing for bankruptcy, the Debtors disclosed the
closing of 120 closing stores and eventually contracted to Tiger
Capital Group, LLC, and SB Capital Group, LLC, to liquidate
$275 million of inventory in those stores.  The Debtors later
disclosed that 87 additional stores needed to be closed in order
to maximize their profitability, and ensure a successful
reorganization.

                        Company Statement

Linens Holding Co., a home furnishings specialty retailer
operating as "Linens 'n Things," said in a statement released July
28, 2008, that as part of its ongoing financial restructuring, the
Company plans to close fewer than the previously disclosed 87
underperforming stores.  The actual number of store closings is
now 57.  LNT filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code on May 2, 2008 and announced the
closing of 120 stores at that time.

"The reduced number of store closings is the result of
improvements in the outlook for these stores throughout the
remainder of 2008 into 2009.  We are pleased that we are able to
keep additional stores open for the benefit of our guests,
associates, vendors and the communities we serve," said Michael
F. Gries, Chief Restructuring Officer and Interim CEO.  "While a
very difficult decision, the stores that are closing are
necessary given the current retail and economic climate and the
need to drive the cost savings and operational efficiencies that
will allow us to position LNT for long-term growth."

Linens 'n Things, with 2007 sales of approximately $2.8 billion,
is one of the leading, national large format retailers of home
textiles, housewares and home accessories.  As of December 29,
2007, Linens 'n Things operated 589 stores in 47 states and seven
provinces across the United States and Canada.  More information
about Linens 'n Things can be found online at http://www.lnt.com/

The 57 closing stores are:

   Store                        Location
   -----                        --------
   Chico, California            2019 Forest Avenue
                                Chico, California 95928

   Shops at Boca Park           730 S. Rampart Boulevard
                                Las Vegas, Nevada 89145

   Stockton, California         744 West Hammer Avenue
                                Stockton, California

   Delray Beach, Florida        1620 South Federal Highway
                                Delray Beach, Florida 33483

   Taunton, Massachusetts       82 Taunton Depot Drive
                                Taunton, Massachusetts 2780

   Davie, Florida               2200 South University Drive
                                Davie, Florida 33324

   Valley Forge, Pennsylvania   200 Wswedesford Road Valley
                                Forge, Pennsylvania 19333

   Melbourne, Florida           7201 Shoppes Drive Suite 101
                                Viera, Florida

   Sturbridge, Massachusetts    110 Charlton Road
                                Sturbridge, Massachusetts 1566

   River Forest, Illinois       7321 West Lake Street
                                River Forest, Illinois 60305

   Tucson, Arizona              5925 East Broadway Boulevard
                                Tuscon, Arizona 85711

   Surprise, Arizona            13712 West Bell Road
                                Surprise, Arizona 85374

   Prescott, Arizona            3250-504 Gateway Boulevard
                                Prescott, Arizona 86303

   East Point, Georgia          3602 Marketplace Boulevard
                                East Point, Georgia 30344

   Birmingham, Alabama          4391 Creekside Avenue
                                Hoover, Alabama 35244

   Mount Laurel, New Jersey     1160 Nixon Drive
                                Mount Laurel, New Jersey 8054

   Buckhead, Georgia            2900 Peachtree Road NE
                                Atlanta, Georgia 30305

   Norwalk, Connecticut         189 Connecticut Avenue
                                Norwalk, Connecticut 6854

   Post Oak, Texas              1751 Post Oak Boulevard
                                Houston, Texas 77056

   Mission Viejo, California    25322 El Paseo
                                Mission Viejo, California 92691

   Northridge, California       19500 Plummer Street
                                Northridge, California 91324

   Fairchild, Connecticut       500 Kings Highway Cutoff
                                Fairfield, Connecticut 6430

   Fairfield, California        1590 Gateway Boulevard
                                Fairfield, California 94533

   Costa Mesa, California       901M South Coast Drive
                                Costa Mesa, California 92626

   Henderson, Nevada            661 Mall Ring Circle
                                Henderson, Nevada 89015

   Tukwila, Washington          17501 Southcenter Pkwy., Ste. 400
                                Tukwila, Washington 98188

   Thousand Oaks, California    193 North Moor Park Rd., Ste. A
                                Thousand Oaks, California 91360

   Camarillo, California        275 W. Ventura Boulevard
                                Camarillo, California 93010

   Burlington, Massachusetts    43 Middlesex Turnpike
                                Burlington, Massachusetts 1803

   Vallejo, California          105 Plaza Drive, Suite 107
                                Vallejo, California 94591

   Redmond, Washington          17170 Redmond Way
                                Redmond, Washington 98052

   Hawthorne, Illinois          700 N. Milwaukee Avenue
                                Vernon Hills, Illinois 60061

   Arden Fair, Sacramento       1901 Arden Way
                                Sacramento, California 95815

   Ann Arbor, Michigan          601 Donald Lynch Boulevard
                                Marlborough, Massachusetts

   Sante Fe, New Mexico         3120 Lohr Road
                                Ann Arbor, Michigan 48108

   Snellville, Georgia          3525 Zafarano Drive
                                Santa Fe, New Mexico 87507

   Palmdale, California         2059 Scenic Highway SW, Suite 105
                                Snellville, Georgia 30078

   Chandler, Arizona            39212 10th Street
                                West Palmdale, California 93551

   Avon, Ohio                   2640 W Chandler Boulevard
                                Chandler, Arizona 85224

   Wellington, Florida          35894 Detroit Road
                                Avon, Ohio 44011

   Oviedo, Florida              1115 Vidina Place
                                Oviedo, Florida 32765

   Mason, Ohio                  9131 Fields Ertel Road
                                Cincinnati, Ohio 45249

   Portchester, New Yoek        495 Boston Post Road
                                Portchester, New York 10573

   Avon, Indiana                10321 E US Highway 36
                                Avon, Indiana 46123

   Sanford, Florida             1751 WP Ball Boulevard
                                Sanford, Florida 32771

   Crossroads, Gilbert          3787 South Gilbert Road
                                Gilbert, Arizona 85296

   Vista, California            225 Vista Village Drive
                                Vista, California 92083

   Orlando, Florida             1728 West Sand Lake Road
                                Orlando, Florida 32809

   Jensen Beach, Florida        2475 NW Federal Highway
                                Stuart, Florida 34994

   Regency Commons              651-200 Commerce Center Drive
                                Jacksonville, Florida 32225

   Levittown, New York          3675 Hempstead Turnpike
                                Levittown, New York 11756

   Tempe Marketplace            1800 East Rio Salado Pkwy#140
                                Tempe, Arizona 85281

   Shreveport, Louisiana        7081 Youree Drive
                                Shreveport, Louisiana 71105

   Mira Loma, California        12351 Limonite Avenue
                                Mira Loma, California 91752

   South Hill Mall              3500 South Meridian Unit #600
                                Puyallup, Washington 98373

   Volusia Plaza                2400 W. Int'l Speedway Suite 200
                                Daytona Beach, Florida 32114

   Blue Diamond Crossing        3940 Blue Diamond Road
                                Las Vegas, Nevada 89139

                      Court Sets Schedules

Having considered all of the responses and objections, the Court
approved notices and auction procedures in connection with the
Debtors' request to auction off leases to the 120 closing stores.

The Court ruled that prior to forming a joint venture between
potential bidders, they must obtain the Debtors' approval,
provided that the consent will not constitute a Court finding
that the venture has acted in "good faith" as defined in Section
363(m) of the Bankruptcy Code.

Deadline for submitting bids is on August 4, 2008.  The Honorable
Christopher S. Sontchi noted that bids must be unconditional and
not contingent upon any event, and must be based on the Court-
approved agency agreement.

A subsequent hearing on August 7 will be held to consider approval
of bid protections to any stalking horse bidder identified by the
Debtors.

The Auction will be conducted on August 11, at 10:00 a.m., Eastern
Time, while the Sale hearing is on August 14.  Deadline for
submitting objections to the request is on August 7.

                      Two Objections Filed

Robert E. Cooper, Jr., Attorney General for the state of
Tennessee, tells the Court that he opposes to the relief sought
to the extent that it seeks any injunction against the state,
preemption of state laws, and authority to conduct the sales in a
manner that violates state laws.

In his public interest role as guardian of the rights of
Tennessee consumers, and on behalf of the Tennessee Division of
Consumer Affairs, Mr. Cooper says that the Debtors' proposed sale
order has adequately addresses his concerns, and thus, he
approves the form of the order.  However, he reserves the right
to object to the final order if he determines that substantial
changes to the original proposed order have been made.

Mid-America Asset Management, Inc., as management agent for
landlord Rice Lake Square, L.P., joins in the objections
previously filed by other landlords asking the Court to deny the
request.

          More Than a Dozen Retailers Now in Bankruptcy

According to Bloomberg News, Mervyn LLC, a 59-year-old
department-store chain, has joined the more than a dozen
retailers in bankruptcy this year.  Aside from LNT, other
retailers that have sought bankruptcy court protection over the
past year include Sharper Image Corp., Shoe Pavilion Inc., Levitz
Furniture Inc., Steve & Barry's LLC.

Consumers have cut spending this year due to tightening credit
and higher oil prices.  "What we're seeing is an end to the
sources of demand," Martin Bienenstock, Esq., at Dewey & LeBoeuf,
in New York, told Bloomberg.  "When you have to pay $4 for
gasoline, you're not going to pay that $4 to the retail store."

Clifton, New Jersey-based Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer   
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry.  Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces.  Brands include Braun, Krups, Calphalon,
Laura Ashley, Croscill, Waverly, and the company's own label.  
Linens 'n Things was acquired by private equity firm Apollo
Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).  
Judge Christopher S. Sontchi presides over the case.

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., Michael J. Merchant, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A.  The Debtor's special
corporate counsels are Holland N. O'Neil, Esq., Ronald M.
Gaswirth, Esq., Stephen A. McCartin, Esq., Randall G. Ray, Esq.,
and Michael S. Haynes, Esq., at Gardere Wynne Sewell LLP; and
Howard S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan,
Lewis & Bockius LLP.  The Debtors' restructuring management
services provider is Conway, Del Genio, Gries & Co., LLC.  The
Debtors' CRO/Interim CEO is  Michael F. Gries, co-founder of
Conway Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protiviti, Inc.  Their
investment bankers are Financo, Inc. and Genuity Capital Markets.

The Official Committee of Unsecured Creditors is represented by
Cole, Schotz, Meisel, Forman & Leonard, P.A.  Carl Marks Advisory
Group LLC serves as financial advisor to the Creditors' Committee.  
A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

(Bankruptcy News About Linens 'n Things, Issue No. 14; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


MAGNOLIA FINANCE: Fitch Cuts Five Classes of Notes to 'CC'
----------------------------------------------------------
Fitch Ratings downgraded and removed from Rating Watch Negative
five classes of notes issued by Magnolia Finance II Plc.  These
rating actions are effective immediately:

  -- $44,000,000 series 2006-5A ABS portfolio variable rate notes
     to 'CC' from 'BBB';

  -- $40,000,000 series 2006-5B ABS portfolio variable rate notes
     to 'CC' from 'BB+';

  -- $5,000,000 series 2006-5CU ABS portfolio variable rate notes
     to 'CC' from 'BB-';

  -- EUR5,000,000 series 2006-5CE ABS portfolio variable rate
     notes to 'CC' from 'BB-';

  -- GBP6,000,000 series 2006-5CG ABS portfolio variable rate
     notes to 'CC' from 'BB-'.

Magnolia II is a static synthetic structured finance
collateralized debt obligation that closed on March 30, 2006 and
references a portfolio of mostly residential mortgage-backed
securities assets.  The transaction is designed to provide credit
protection for realized losses on the reference portfolio through
a credit default swap between the Issuer (Magnolia II) and the
swap counterparty, Credit Suisse, Cayman Islands Branch.  The
referenced portfolio consists of subprime RMBS, Alternative-A
RMBS, prime RMBS, and U.S. SF CDOs.  Presently 73.1% of the
portfolio is comprised of 2005 to 2007 vintage U.S. subprime RMBS,
3.7% consists of 2005 to 2007 vintage U.S. Alt-A exposure, and
2.9% consists of U.S. SF CDOs issued between 2005 and 2007.

Fitch's rating actions reflect the significant collateral
deterioration within the reference portfolio, specifically
subprime RMBS, Alt-A RMBS, and SF CDOs with underlying exposure to
subprime RMBS.  Since Fitch's last review of Magnolia II on
Nov. 12, 2007, approximately 82.4% of the portfolio has been
downgraded net up upgrades and 9.8% of the portfolio is currently
on Rating Watch Negative. 83.8% of the portfolio is now rated
below investment grade, with 54.0% being rated 'CCC+' and below.
Fitch notes that, overall, 75.6% of the assets in the portfolio
now carry a rating below the rating it assumed in November 2007.  
The negative credit migration experienced since the last review on
Nov. 12, 2007 has resulted in the Weighted Average Rating Factor
deteriorating to 44.0 from 10.0 at last review.

The attachment points of the notes have increased from their
respective original attachment points due to the capital structure
de-levering as a result of asset amortization.  However, all of
the attachment points remain well below the current 'CCC' rating
loss rate.  In addition, there are two reference obligations that,
at the discretion of the swap counterparty, may be called hard
credit events as of July 25, 2008.  The losses from these
reference obligations go to reduce the subordination piece in the
capital structure.  There are also numerous other soft credit
events as a result of distressed ratings downgrades.  In this
situation, the difference between what constitutes hard and soft
credit events is that the hard credit events are rated 'Ca' for
six months, or 'C' for any period of time, by Moody's, and soft
credit events are rated 'CCC' or 'Caa' or below by Fitch, S&P, or
Moody's.

Still, the rated notes continue to receive interest as the premium
payments from the swap counterparty are still received by the
transaction.

The classes are removed from Rating Watch, as Fitch believes
further negative migration in the portfolio will have a lesser
impact on the classes.  Additionally, Fitch is reviewing its SF
CDO approach and will comment separately on any changes and
potential rating impact at a later date.

The ratings of the series 2006-5A, series 2006-5B, series 2006-
5CU, series 2006-5CE, and series 2006-5CG notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.


MERIDIAN CO: Losses & Negative Working Capital Cue Going Concern
----------------------------------------------------------------
Los Angeles-based Choi, Kim & Park LLP raised substantial doubt
about Meridian Co., Ltd.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2007.  The auditor pointed to the company's
significant operating losses and working capital deficit.

The company reported a net loss of KRW607,663,000 on total sales
of KRW2,604,541,000 for the year ended Dec. 31, 2007, as compared
with a net loss of KRW324,747,000 on total sales of
KRW1,526,828,000 in the prior year.

The company has experienced losses from continuing operations
during the last three fiscal years and has an accumulated deficit
of KRW16,058,106,000 as of Dec. 31, 2007.  Net cash used for
continuing operations for the year ended Dec. 31, 2007, was
KRW1,949,090,000.  At Dec. 31, 2007, working capital deficit was
KRW2,584,394,000.  As of Dec. 31, 2007, the company's principal
source of liquidity is KRW103,865,000 of cash and KRW1,195,182,000
of trade and other accounts receivable.  Such conditions raise
substantial doubt that the company will be able to continue as a
going concern.  These operating results occurred while the company
continues to develop and commercialize new products.  These
factors have placed a significant strain on the financial
resources of the company.

The ability of the company to overcome these challenges depends on
its ability to continue to generate higher revenue, and achieve
positive cash flows from continuing operations, profitability and
continued sources of debt and equity financing.

                           Indebtedness

On Aug. 4, 2003, when Meridian suffered deteriorated liquidity,
bank accounts of Meridian were suspended from the transactions
such as check clearing and direct deposits.  In addition, on
Feb. 27, 2004, Chooncheon District Court in Korea approved the
company's debt restructuring plan (or composition) for the total
debt of KRW4,697,927,000, which constituted around 68% of the
total outstanding borrowings and payables of Meridian at that
time.

In January 2005, creditor Woori Bank exercised its security right
on the apartment owned by Meridian.  The proceeds of KRW42,837,000
from foreclosure were used to pay debt principal, interest and
other direct expenses related to foreclosure.

Aside from the debt restructuring, Meridian had a borrowing from
Chohung Bank (Chohung Bank has been merged into Shinhan Bank as of
April 1, 2006), which was not included in the original
restructuring plan, as the bank did not agree to the terms.  In
December 2005, Chohung Bank exercised its security right on the
land and building, which had been provided as collateral by
Meridian.  The proceeds of KRW883,308,000 from the foreclosure was
paid as a preemptive to other creditors and Chochung Bank.  
Subsequent to the foreclosure, the original debt restructuring
plan was modified to include the outstanding principal of
KRW1,074,455,000 to Chohung Bank.

However, due to the recurring losses from operations, Meridian was
not able to meet the repayment schedule.  As of Dec. 31, 2007,
Meridian has not paid KRW650,757,000 of principal and
KRW487,388,000 of accrued interest outstanding to financial
institutions, and KRW940,123,000 of accounts payable to various
vendors.

The status of the restructuring plan is reported to Chooncheon
District Court, Korea, every quarter.  However, under the
restructuring plan (or composition), the Court does not have
authorities to dictate or supervise day-to-day financial
activities, which is typical for court receivership.  Therefore,
any additional debt or equity financing could be made with no
intervention from the Court.

Meridian believes that additional equity financing and continued
increase in sales of the new product line-up, recently launched in
the international markets will provide sufficient cash flow for it
to continue as a going concern.  During 2007, Meridian was able to
attract new investors, increased its overseas revenue.   
Particularly, in 2007, Meridian attained the sales approvals of
Lapex-BCS (LipoLaser) and DPA in EU and Canadian markets, in
addition to Japan market, which will expedite its revenue growth.

                          Balance Sheet

At Dec. 31, 2007, the company's balance sheet showed
KRW2,055,393,000 in total assets and KRW8,140,731,000 in total
liabilities, resulting in a KRW6,085,338,000 stockholders'
deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with KRW1,872,738,000 in total current
assets available to pay KRW4,457,132,000 in total current
liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?304a

                        About Meridian Co.

Headquartered at Songpa-gu, in Seoul, Korea, Meridian Co., Ltd.,
is engaged the research, development, manufacturing, and marketing
of integrative medical devices in the healthcare industry.  
Meridian has established subsidiaries in China and Los Angeles.  
In 2004, it signed an exclusive distribution agreement with a
company in Vancouver, B.C., Canada.  Meridian currently sells four
different products to healthcare practitioners throughout the
domestic and overseas market.  These include the LipoLaser, DPA
(Digital Pulse Analyzer), the Lapex-2000, the ABR-2000, and the
Meridian II.


MOHAWK MARKETING: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mohawk Marketing Corporation
        fka Mohawk Marketing Aquisition Company, Inc.
        2873 Crusader Circle
        Virginia Beach, VA 23453

Bankruptcy Case No.: 08-72568

Type of Business: The Debtor markets and distributes consumer
                  products and IT services.
                  See http://www.mohawkmarketing.com/

Chapter 11 Petition Date: August 3, 2008

Court: Eastern District of Virginia (Norfolk)

Judge: Stephen C. St. John

Debtor's Counsel: Karen M. Crowley, Esq.
                  (kcrowley@mclfirm.com)
                  Marcus, Crowley & Liberatore, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501

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

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

Debtor's list of its 19 largest unsecured creditors:

   Entity                               Claim Amount
   ------                               ------------
Activision Publishing                     $7,590,223
Attn: Katie Grahn/Jack Esser
P.O. Box 809152
Chicago, IL 60680-9152

SCEA                                      $4,606,040
c/o Bank of America
91102 Collection Center Drive
Chicago, IL 60693

Iovate Health Sciences Inc.               $3,277,588
381 North Service Road West
Oakville, Ontario L6M 0H4

C.L. Pincus Jr. & Co. Inc.                $1,052,930
2700 Sonic Drive
Virginia Beach, VA 23453

Video Products Distributors                 $433,137
P.O. Box 905203
Charlotte, NC 28290-5203

Matsunichi                                  $401,845
4034 Clipper Court
Fremont, CA 94538

Konami Digital Entertainment                $342,533
2381 Rosecrans Avenue, Suite 200
El Segundo, CA 90245-4922

Syntax-Brillian Corporation                 $304,456
Attn: Accounting Department
20480 East Business Parkway
City of Industry, CA 91789

American Express-9-81009                    $249,477

Sony Electronics Inc.                       $233,582

Campbell Hausfeld                           $198,794

Dane-Elec. Corporation                      $149,525

Casey's General Store Inc.                  $133,757

Panasonic Consumer Electronics              $129,645

United Parcel Service                       $126,048

R.D.S. Industries Inc.                      $109,956

The CIT Group/Commercial Service            $109,348

Eric Fisherman Inc.                          $89,326

Bay Consumer Inc.                            $84,140


MORGAN STANLEY: Stable Performance Cues Fitch to Affirm Ratings
---------------------------------------------------------------
Fitch Ratings affirmed Morgan Stanley Capital I Trust, series
2007-TOP27, commercial mortgage pass-through certificates:

  --  $85.1 million class A-1 at 'AAA';
  --  $279.3 million class A-2 at 'AAA';
  --  $137.4 million class A-3 at 'AAA';
  --  $112.3 million class A-AB at 'AAA';
  --  $1,077.1 million class A-4 at 'AAA';
  --  $287.8 million class A-1A at 'AAA';
  --  $172.3 million class A-M at 'AAA';
  --  $100 million class A-MFL at 'AAA';
  --  $190.6 million class A-J at 'AAA';
  --  $50.2 million class AW34 at 'AAA';
  --  Interest only class X at 'AAA';
  --  $54.5 million class B at 'AA';
  --  $30.6 million class C at 'AA-';
  --  $30.6 million class D at 'A';
  --  $23.8 million class E at 'A-';
  --  $23.8 million class F at 'BBB+';
  --  $30.6 million class G at 'BBB';
  --  $23.8 million class H at 'BBB-';
  --  $3.4 million class J at 'BB+';
  --  $3.4 million class K at 'BB';
  --  $6.8 million class L at 'BB-';
  --  $6.8 million class M at 'B+';
  --  $6.8 million class N at 'B';
  --  $3.4 million class O at 'B-'.

The $23.8 million class P is not rated by Fitch.

The ratings affirmations are the result of stable performance
since issuance.  As of the July 2008 remittance, the transaction
has paid down 0.3% to $2.764 billion from $2.773 billion at
issuance.

Fitch has identified three loans of concern (0.9%), two of which
are specially serviced (0.4%).  Potential losses would be absorbed
by the non-rated class P.  The largest specially serviced asset
(0.4%) is a 97,733 square foot office property in Jersey City, New
Jersey.  The loan was transferred to special servicing in June
2008 due to monetary default and is 60 days delinquent.

The second specially serviced asset (0.1%) is a retail property in
St. Cloud, Florida.  The property has suffered from a high vacancy
rate and the loan is 90 days delinquent.

Fitch reviewed the most recent servicer provided operating
statement analysis reports for the fourteen shadow rated loans
(10.3%).  Based on their stable performance, the loans maintain
their investment grade shadow ratings.

The largest shadow rated loan (2.0%) is secured by the 75 room
Mercer Hotel in New York, New York.  As of year-end 2007, the
average daily rate and revenue per available room have increased
to $683 and $639, respectively, from $623 and $588, respectively,
at issuance.

The second largest shadow rated loan (1.6%) is secured by a
280,060 sf office building located in New York.  As of YE 2007,
occupancy at the property has increased to 99.9% from 87.2% at
issuance.

The fifth largest shadow rated loan (0.7%) is secured by a 285-
unit multifamily property in Bloomington, Indiana.  Although the
property's net cash flow has declined since issuance, the
occupancy as of YE 2007 of 95.0% is in line with the occupancy at
issuance of 96.5%.  Fitch will continue to monitor the NCF and
occupancy.


MORTGAGES LTD: Righpath Wants Case Converted to Chapter 7
---------------------------------------------------------
Rightpath Limited Development Group urged the U.S. Bankruptcy
Court for the District of Arizona to convert the chapter 11 case
of Mortgages Ltd. into a chapter 7 liquidation proceeding, Jan
Buchholz of the Phoenix Business Journal states.

According to the report, Rightpath and Mortgages Ltd. have been
engaged in a legal feud since May 2008.  Rightpath sued Mortgages
Ltd. over fraud before the Superior Court of Arizona.  That case
was stayed but can continue through the bankruptcy proceedings,
Business Journal says.

However, attorneys at Sheppard Mullin Richter & Hampton LLP, who
are representing Rightpath expressed discontentment with the
bankruptcy proceedings, Business Journal notes.  Chris Reeder,
Esq., said that Mortgages Ltd.'s officers are "completely
incapable of managing the bankrupt estate," Business Journal
relates.  Rightpath said that since the Debtor has halted its
lending operations, there is no reason for it to stay under
chapter 11, Business Journal adds.

C. Paul Wazzan, a consultant with a Ph.D. in finance from the
University of California, Los Angeles, supported Rightpath's
claims by declaring that there should be "forensic accounting of
Mortgages Ltd." over alleged "irregularities."  Business Journal
notes.  Mr. Wazzan has reviewed the Debtor's loan documents with
respect to the Rightpath's borrowing, according to the report.

Like developer Grace Communities, Rightpath entered into a
borrowing agreement with Mortgages Ltd. and was promised more than
$100 million in loans.  Business Journal notes that both
developers did not receive the promised funding from Mortgages
Ltd.  Rightpath maintained that Mortgages Ltd. engaged in a Ponzi
scheme.

Debtor counsel, Carolyn Johnsen, Esq., at Jennings, Strouss &
Salmon PLC, argued that Rightpath's allegations are not true,
Business Journal writes.  Mr. Johnsen passed the blame on the
borrowers.  He said that the borrowers are in default for more
than $109 million and will not stop at preempting their
obligations, Business Journal writes.

The Court is set to hear various matters in the bankruptcy case of
Mortgages Ltd. tomorrow, Aug. 6, 2008, Business Journal says.

                        About Mortgages Ltd.

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

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

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

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


MOVIE GALLERY: India-Based Valuable Group Purchases MovieBeam
-------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates' MovieBeam streaming
service has been purchased for an undisclosed price by Valuable
Group, a company based in India, through Dar Capital -- a private
equity investment advisory firm, Video Business reports.

Movie Gallery sold in May 2008, tangible assets and all of M.G.
Digital LLC's ownership rights to, and interest in, the
intellectual property used solely in connection with the  
MovieBeam service, to Dar Capital for $2,250,000, pursuant to the
terms of a purchase agreement.

Valuable Group is affiliated with satellite-based digital cinema
network UFO Moviez.  Valuable Group has recently expanded its
office in Los Angeles, California, and launched a state-of-the-
art development facility in Seattle, Washington, according to the
report.

"Through this acquisition, Valuable will further establish itself
as a leader in the media and entertainment space, allowing us to
deliver ethnic and Hollywood content to homes and the hospitality
industry worldwide," Valuable Group head Sanjay Gaikwad told
Video Business.

Mr. Gaikwad disclosed that Valuable Group has earmarked an
investment of more than $100,000,000 over the next two years to
relaunch an "improved version" of MovieBeam in North America, the
United Kingdom and other markets.  Valuable Group plans to
introduce the service in other three unnamed markets by the end
of 2008, the report says.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment     
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.
The company has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008.  (Movie Gallery Bankruptcy News
Issue No. 32; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MUSIC CITY: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Music City RV LLC
        2588 Music City Drive
        Nashville, TN 37214

Bankruptcy Case No.: 08-06694

Type of Business: The Debtor retails recreational vehicles.
                  See http://www.musiccityrv.com/

Chapter 11 Petition Date: July 31, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Gary Dean Copas, Esq.
                  (copasatty@aol.com)
                  144 Second Avenue North, Suite 200
                  Nashville, TN 37201
                  Tel: (615) 242-7020
                  Fax: (615) 244-9231

Estimated Assets: $500,000 to $1,000,000

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

A copy of Music City RV LLC's list of four largest unsecured
creditors is available for free at:

            http://bankrupt.com/misc/tnmb08-06694.pdf


NELNET INC: Moody's Confirms Preferred Shelf (P) Rating at Ba1
--------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Nelnet Inc.
(senior unsecured Baa2, short-term Prime-2).  The rating outlook
is negative.

The rating action reflects progress made by Nelnet in the past
three months in the specific areas of concern that prompted the
review in April 2008.

In April Moody's noted that it would evaluate the company's
success in further reducing outstandings under its core FFELP
warehouse facility, in mitigating its vulnerability to additional
margin calls under the facility, and in negotiating with its bank
group mutually satisfactory conditions for the remaining 2-year
term of the facility.  Moody's noted also that it would evaluate
the prospects for passage and the specific provisions of
Congressional legislation designed to ensure continued access to
federally guaranteed student loans.

In the meantime, Nelnet has reduced outstandings in the warehouse
significantly via term ABS market issuances and loan sales. This
reduction in balances, in combination with recent relative
stability in the term ABS market for FFELP assets (aided by the
5/7/08 enactment into law of HR 5715, the Ensuring Continued
Access to Student Loans Act, which includes the provision of a
government funding facility to FFELP lenders via the Department of
Education), has substantially reduced Nelnet's susceptibility to
additional margin calls.  The FFELP warehouse facility has a final
maturity date of 5/9/2010; Moody's expects outstandings under the
facility to be paid off in timely fashion via additional term ABS
executions.  Nelnet also maintains a facility for the funding of
private education loans -- as of 8/1/08, this facility has $184
million outstanding and has a final maturity of 3/14/09.

In announcing its review in April, Moody's also noted that it
would evaluate the company's prospects for reducing its corporate
debt levels to a level consistent with previous expectations.
Corporate debt levels -- in particular outstandings under the
company's $750 million unsecured revolving credit facility due
5/8/2012 -- have increased in 2008 as the result of deteriorated
capital markets conditions.  The primary use of funds has been to
provide equity support to the company's warehouse facilities and
to fund overcollateralization in, and purchase subordinate ABS
securities from, the company's ABS securitizations.

Paydowns of the FFELP warehouse outstandings should allow for
releases of excess spread and equity support from the facility;
Moody's expects that Nelnet will direct this cash flow to the
paydown of its corporate revolver.  Moody's expects Nelnet's
corporate debt levels -- in particular its revolver balance -- to
decline substantially further over the next year in conjunction
with equity releases from warehouse facilities as these facilities
are paid down via term ABS market executions and loan sales.

Despite these positive developments, in Moody's opinion Nelnet
still faces a number of challenges.  These include successful
execution of the company's strategy to transition its business
model from student lender to fee-based education financial
services; continued progress in revamping its finances through
payoff of its warehouse facilities; and the achievement of key
financial targets, e.g. regarding revenues and earnings, business
mix (increased revenue and earnings scale of fee-based
businesses), and capital.

In particular, Moody's expects that Nelnet will continue to pay
down debt and revamp its long-term capital structure, and that
cash flow and leverage metrics (as evidenced by measures such as
debt/EBITDA and EBITDA/interest expense) will improve as the
company transitions its business model and delevers.  Moody's will
evaluate the company's progress in achieving these initiatives
during the outlook period.

The following ratings were confirmed:

Issuer Rating Baa2

Senior Unsecured Baa2

Subordinate Baa3

Preferred Shelf (P) Ba1

Commercial Paper Prime-2

Nelnet Inc. (ticker symbol NNI), a leading education financial
services company based in Lincoln, Nebraska, reported total assets
of $29.2 billion as of 3/31/08.


NEXTPHASE WIRELESS: Hansen Barnett Expresses Going Concern Doubt
----------------------------------------------------------------
Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, raised
substantial doubt about NextPhase Wireless, Inc.'s ability to
continue as a going concern after it audited the company's
financial statements for the year ended March 31, 2008.  

The auditor reported that the company suffered losses from
operations, used cash in operating activities during the years
ended March 31, 2008, and 2007, and at March 31, 2008, the company
had a working capital deficit and a stockholders' deficit.

The company reported a net loss of $9,714,471 on total revenues of
$1,890,040 for the year ended March 31, 2008, as compared with a
net loss of $2,476,922 on total revenues of $1,986,425 in the
prior year.

                      Management Statement

While the company now has an established source of revenue, it has
experienced losses during the years ended March 31, 2008, and
2007.  In addition, the company used $1,024,712 and $407,063 of
cash in its operating activities during the years ended March 31,
2008 and 2007, respectively.  At March 31, 2008, the company has a
working capital deficit of $5,952,973.  Without realization of
additional capital, it would be unlikely for the company to
continue as a going concern.

During the year ended March 31, 2008, the company executed short-
term notes payable for $1,062,299.  In addition, the company
received a $275,000 advance from a secured note holder in July
2007 to assist in the acquisition of the Internet service and
connectivity business of Interactive Network Services in July
2007.  In April 2008, the company issued a promissory note for
$150,000 and in May 2008, it issued notes totaling $75,000 that
are due ninety days from the dates of issuance.

Management anticipates that the company's current cash balance
plus cash expected to be generation from existing operations will
not be sufficient to fund its anticipated operations for more than
a very short period of time.  Consequently, the company will need
to raise additional debt and/or equity capital in order to finance
its business plans and needs for working capital.  Such
financings, if available, may increase the risk of the company not
being able to service its debt obligations, or cause dilution to
existing equity holders.  In June 2008, the company consolidated
its management activities in Anaheim, Calif., reduced expenses,
and redirected its efforts.  There is no assurance that the
company will be able to obtain adequate financing or that it will
be available on terms acceptable to the company.

                         Balance Sheet

At March 31, 2008, the company's balance sheet showed $1,585,698
in total assets and $6,055,635 in total liabilities, resulting in
$4,469,937 stockholders' deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $78,896 in total current assets
available to pay $6,031,869 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?304b

                  About NextPhase Wireless

Headquartered in Anaheim, California, NextPhase Wireless Inc.
(OTC BB: NXPW) -- http://www.npwireless.com/-- currently provides
wireless broadband coverage in California and Nevada and Internet
Service Provider coverage in 19 states throughout the Unites
States.


OFFICE DEPOT: Moody's Cuts Corporate Family Rating to Ba1
---------------------------------------------------------
Moody's Investors Service downgraded Office Depot Inc.'s corporate
family rating to Ba1 from a senior unsecured rating of Baa3.  A
speculative grade liquidity rating of SGL-3 was also assigned.  
The outlook is negative.  This concludes the review for possible
downgrade that was initiated on July 10, 2008.

Ratings assigned:

  -- Corporate family rating of Ba1;

  -- Probability of default rating of Ba1;

  -- Senior unsecured notes at Ba2 (LGD 5, 72%), and

  -- Speculative grade liquidity rating of SGL-3.

Rating to be withdrawn:

  --Senior unsecured rating of Baa3.

The downgrade results from Office Depot's weak operating
performance, with management quantifying the previously disclosed
softness in the second quarter with its formal announcement on
July 30, 2008.  The result is credit metrics that are no longer
investment grade, and a franchise that continues to weaken due to
Office Depot's disproportionate exposure to the troubled
California and Florida markets.  

"Office Depot continues to suffer in its key California and
Florida markets, and with little recovery in these markets
anticipated during the balance of 2008, the downgrade to
speculative grade is necessary", stated Moody's Senior Analyst
Charlie O'Shea.  "The company's disclosure of very poor second
quarter operating performance, and the likelihood that substantive
recovery is improbable for the back half of 2008, results in
credit metrics that are no longer investment grade.  The negative
outlook reflects Moody's expectation that visibility with respect
to the back half of 2008 remains cloudy, with it probable that
operating performance will not begin to reflect improvement until
at best early 2009.  The Ba1 rating further anticipates that
Office Depot will maintain solid liquidity at all times, which the
in-process new secured asset-based revolving credit facility of at
least $1 billion should ensure."

The SGL-3 speculative grade liquidity rating represents adequate
liquidity, and is buttressed by Office Depot's receipt of a fully-
underwritten commitment for an asset-based secured revolving
credit facility of at least $1 billion, which is expected to close
during the third quarter.

The Ba2 rating on the unsecured notes results from the presence of
the new secured revolver, which is structurally senior in the
capital structure as a result of the pledge of accounts receivable
and inventory as collateral.

Office Depot Inc., based in Delray Beach, Florida, is the second
largest retailer of officesupplies, with LTM June 2008 revenues of
$15.4 billion and 1,272 retail locations in North America.


OWENS CORNING: Requests for Final Decree to Close 17 Cases
----------------------------------------------------------
Pursuant to Section 350 of the Bankruptcy Code, Rule 3022 of the
Federal Rules of Bankruptcy Procedure, and Rule 5009-1 of the
Local Rules of the U.S. Bankruptcy Court for the District of
Delaware, Owens Corning (Reorganized Debtor) asks Judge Judith K.
Fitzgerald to issue a final decree closing the Chapter 11 cases of
17 reorganized debtor affiliates:

    1. CDC Corporation                                   
    2. Engineered Yarns America, Inc.
    3. Exterior Systems, Inc.
    4. Falcon Foam Corporation                           
    5. Fibreboard Corporation
    6. HOMExperts LLC
    7. Integrex
    8. Integrex Professional Services LLC
    9. Integrex Testing Systems LLC  
   10. Integrex Supply Chain Solutions LLC
   11. Integrex Ventures LLC
   12. Jefferson Holdings, Inc.
   13. Owens-Corning Fiberglas Technology Inc.           
   14. Owens Corning HT, Inc.                            
   15. Owens-Corning Overseas Holdings, Inc.             
   16. Owens Corning Remodeling Systems, LLC             
   17. Soltech, Inc.                                     

Only the Chapter 11 case of Owens Corning Sales, LLC, formerly
known as Owens Corning, under Case No. 00-03837 will remain open.

According to Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, two claims remain disputed in the Reorganized Debtors'
Chapter 11 cases -- New Jersey Department of Environment
Protection's Claim No. 7212 for $73,600,000, and the Travelers
Indemnity Company's Claim No. 7304 filed for an unliquidated
amount.

With regards to the Subsidiary Debtors' cases, the only
unresolved claim is the personal injury claim asserted by Yvonne
Cox's Claim No. 2853 for $1,141,900 against Debtor Falcon Foam,
Inc.  Ms. Cox's Claim was originally asserted in the U.S.
District Court for the District of Delaware, but was subsequently
transferred to the U.S. District Court for the Western District
of Michigan.  That case is now pending before Judge Paul L.
Maloney under Case No. 08-00102.

Mr. Minuti notes that the Plan provides that the Cox Claim will
be paid in full to the extent it is allowed.  Sufficient funds,
he avers, have been reserved to pay the Cox Claim.

With the exception of the disputed Cox Claim, all other claims
and interests in the Subsidiary Debtors have been fully
reconciled.  All allowed claims against, and interests in, the
Subsidiary Debtors have been provided with the treatment afforded
them under the Plan, Mr. Minuti reminds the Court.  Therefore,
the Plan has been fully administered with respect to the
Subsidiary Debtors and no other pending matters exist in their
cases, he avers.

Mr. Minuti contends that the Reorganized Debtors have fulfilled
the factors required under Bankruptcy Rule 3022 for a bankruptcy
court to consider if a bankruptcy estate has been fully
administered.  He maintains that:

  -- the Plan confirmation order has become final;
  
  -- any deposits required under the Plan have been distributed;

  -- any property proposed to be transferred by the Subsidiary
     Debtors pursuant to the Plan has been conveyed;

  -- the Reorganized Debtors have assumed the business and
     management of the Subsidiary Debtors' properties under the
     Plan;

  -- all payments pursuant to the Plan with respect to the
     Subsidiary Debtors have been made; and

  -- no unresolved motions, contested matters or adversary
     proceedings remain in the Subsidiary Debtors' cases.

The Bankruptcy Court will convene a hearing on September 3, 2008,
to consider the Debtors' request.  All objections to the request
must be filed on or before August 15, 2008.



Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants and wass represented by
Edmund M. Emrich, Esq., at Kaye Scholer LLP. On Sept. 28, 2006,
the Honorable John P. Fullam, Sr., of the U.S. District Court for
the Eastern District of Pennsylvania affirmed the order of
Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware confirming Owens Corning's Sixth Amended Plan
of Reorganization.  The Plan took effect on Oct. 31, 2006, marking
the company's emergence from Chapter 11.

                     *     *     *

As reported by the Troubled Company Reporter on Feb. 28, 2008,
Moody's Investors Service downgraded the debt ratings of Owens
Corning to Ba1.  The ratings downgrade was prompted by the adverse
effects of the homebuilding contraction on Owens Corning's
financial performance and credit profile.  At the same time a
corporate family rating of Ba1 and a speculative grade liquidity
rating of SGL-2 were assigned.  The ratings outlook is negative.


POST OAK: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Post Oak 0321 L.P.
        3326 Avenue I
        Rosenberg, TX 77471

Bankruptcy Case No.: 08-34842

Chapter 11 Petition Date: July 31, 2008

Court: Southern District of Texas (Houston)

Debtor's Counsel: Jack Nicholas Fuerst, Esq.
                  (jfuerst@sbcglobal.net)
                  Jack Nicholas Fuerst, P.C.
                  P.O. Box 79263
                  Houston, TX 77279
                  Tel: (713) 299-8221
                  Fax: (713) 789-2606

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

Estimated Debts:  $500,000 to $1,000,000

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


PIERRE FOODS: Wants Alvarez & Marsal as Restructuring Consultants
-----------------------------------------------------------------
Pierre Foods Inc. and its debtor-affiliates ask permission from
the United States Bankruptcy Court for the District of Delaware to  
employ Alvarez & Marsal North America, LLC as their restructuring
consultants.

The Firm is expected to, among others, perform a financial review
of the Debtors and assists in the following areas: cost reduction
and operational improvement, development of restructuring plans
and strategic alternatives for maximizing the enterprise value of
the Debtor's business lines, preparation of the schedules of
assets and liabilities and statements of financial affairs,
identification of executory contracts and leases and performance
of cost/benefit evaluations, and the preparation of financial
information for distribution to creditors and others.

John K. Suckow, a managing director of the Firm, told the Court
that it will bill the Debtors these hourly rates:

      Managing Directors      $550-$750
      Directors               $400-$600
      Associates              $300-$450
      Analysts/Staff          $173-$350

M. Suckow assured the Court that the firm does not represent any
interest adverse to the Debtors' estates.

Headquartered in Cincinnati, Ohio, Pierre Foods Inc. --
http://www.pierrefoods.com-- manufactures and sells ready-to-cook  
and pre-cook products.  The company and and 13 of its affiliates
filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del.
Lead Case No.08-11469).  Paul Noble Heath, Esq., at Richards,
Layton & Finger P.A., represents the Debtors in their restucturing
efforts.  The Debtors selected Kurtzman Carson Consultants LLC as
their claims agent.  When the Debtors filed for protection against
their creditors, they listed estimated assets between $500 million
and $1 billion, and estimated debts between $100 million and
$500 million.


QUAKER FABRIC: Court Approves 2nd Amended Disclosure Statement
--------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware approved a second amended disclosure statement
explaining a second amended joint Chapter 11 plan of liquidation
filed by Quaker Fabric Corporation and its debtor-affiliates on
July 15, 2008.  He held that the Debtors' amended plan contains
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.

A hearing is set for Aug. 27, 2008, at 11:30 a.m. (Eastern Time)
to consider confirmation of the Debtors' amended plan.  
Objections, if any, are due Aug. 22, 2008.

Judge Gross also approved procedures proposed by the Debtors for
the solicitation and tabulation of plan votes.  Deadline for
voting on the amended plan is on Aug. 20, 2008.

As reported in the Troubled Company Reporter July 18, 2008, the
amended Plan contemplates the liquidation of assets of the
Debtors for the benefit of their creditors and the appointment of
a liquidating agent.

The Debtors remind the Court that they have sold some or all
assets to certain purchasers including:

   -- Gordon Brother Group LLC acquired substantially all of the
      Debtors' assets for $27 million;

   -- Atlantis Charter School bought 66 acres of undeveloped land  
      (Bleachery Pond Property) located in Fall River,
      Massachusetts for $2.6 million; and

   -- E & E Co. Ltd. got the Tupelo Lee Industrial Park in Verona,
      Mississippi for at $175,000.

The proceeds of the sale will be used to pay indebtedness owed to
lenders headed by Bank of America N.A. under a revolving credit
agreement entered into by the Debtors and bank in 2006.

                       Liquidation of Assets

The Debtors estimate they will have at least $400,000 in cash and
a book value of $4.3 million in uncollected accounts receivable by
the plan's effective date.

A liquidating agent will reduce non-cash assets of the Debtors
to cash to make distributions and consummate the plan.  The
liquidating trustee is expected to sell, assign, transfer and, to
the possible extent, dispose of the Debtors' respective assets at
public auction after the plan's effective date.

RAS Management Advisors LLC will serve as liquidating agent for
the Debtors.

                 Equity of Non-Debtor Subsidiaries

The Debtors conducted certain foreign operations through their
non-debtor subsidiaries comprised of (i) Quaker Fabric Mexico S.A.
de C.V., (ii) Quaker Textil do Brasil Ltda., and Quaker Textile
Corporation.  As of the Debtors' bankruptcy filing, the operations  
and affairs of each of the non-debtor subsidiaries have been
liquidated.  The Debtors have received at least $1.1 million as
dividend from one of their non-debtor subsidiaries.

                       Initial Distribution

On the plan's effective date, the liquidating agent, on behalf
of the Debtors, will pay in cash in full all (i) administrative
expense claims, (ii) priority tax claims, and (iii) secured
claims.  Holders of unsecured claims will receive their pro rata
share of available cash, if any.

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

                 Treatment of Claims and Interests

              Types of                    Estimated    Estimated
Class         Claims          Treatment   Amount       Recovery
-----         --------        ---------   ----------   ---------
unclassified  administrative              $1,600,000      100%
               claims

unclassified  priority tax                $200,000        100%   
               claims
               
   1          priority        unimpaired  $155,386        100%
               claims

   2          secured         unimpaired  $0              N/A
               claims

   3          WARN Act        impaired    $6,000,000      5%-15%
               claims

   4          unsecured       impaired    $25,000,000     16%
               claims
               
   5          equity          impaired    Not Estimated   0%
               interest

Holders of Class 1 allowed priority claims will receive in full
satisfaction of and exchange for their claim (i) the amount of the
allowed priority claim, without interest, in cash after the Plan's
effective date, or (ii) other treatment as may be agreed upon in
writing by the holder, the Debtors and the Committee.

After the Plan's effective date, each holder of Class 2 allowed
secured claims will also receive in full satisfaction of and in
exchange for the claims, either (i) cash equal to the amount of
the allowed secured claims, or (ii) a return of the collateral
that secures the allowed secured claims.

Holders of Class 3 WARN Act claims will receive (i) an allowed
administrative expense claim  of $100,000, (ii) an additional
distribution of $200,000 to be paid from  available cash, and
(iii) 33% share of all distributions to Class 3.

Holders of Class 4 allowed unsecured claims will get their pro
rata share of nay cash distribution from the estate assets to
Class 4.  Class 4 was expected to recover 10% under the earlier
version of the proponent's plans.

All equity interest of the Debtors will be canceled, and holder
will not receive any distribution under the Plan.

A full-text copy of the amended disclosure statement is available
for free at:

               http://ResearchArchives.com/t/s?2f93

A full-text copy of the second amended joint Chapter 11 plan of
liquidation is available for free at:

               http://ResearchArchives.com/t/s?2f94

                    About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' schedules reflect total assets of $41,375,191 and
total liabilities of $54,435,354.


RED SHIELD: Schedules of Assets and Liabilities Due Today
--------------------------------------------------------
The Hon. Louis H. Kornreich of the U.S. Bankruptcy Court for the
District of Maine gave Red Shield Environmental LLC and RSE Pulp
and Chemical LLC until today, Aug. 5, 2008, at 9:30 a.m., to file
their schedules of assets and liabilities, statements of financial
affairs, lists of equity security holders and lists of executory
contracts and leases.

                         About Red Shield

Headquartered in Old Town, Maine, Red Shield Environmental, LLC --
http://www.redshieldenv.com/-- provides renewable energy for on-
site consumption.  The company and its affiliates, RSE Pulp &
Chemical, LLC, filed for Chapter 11 protection on June 27, 2008
(Bankr. D. Maine Lead Case No.08-10634 and 08-10634).  Robert J.
Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection against their creditors, they listed assets of
between $50 million and $100 million, and debts of between
$1 million and $10 million.


RED SHIELD: Judge Kornreich Approves Access to Cash Collateral
--------------------------------------------------------------
Red Shield Environmental LLC and RSE Pulp and Chemical LLC
obtained permission from the U.S. Bankruptcy Court for the
District of Maine to tap Whitebox Red Shield, Inc.'s cash
collateral.  The Court overruled Preti, Flaherty, Beliveau &
Pachios, LLP's objection to the Debtors' request to tap their
lender's cash collateral.

Whitebox, as assignee of Chittenden Trust Company, dba Chittenden
Bank, is entitled to enforce all of the benefits and protections
of a final order on the use of debtor-in-possession financing,
including adequate protection for the use of the cash collateral.

The Troubled Company Reporter said on July 29, 2008, that the Hon.
Louis H. Kornreich authorized the Debtors to obtain, on a final
basis, up to $13,128,242 in debtor-in-possession financing from
lender Chittenden, which is owed at least $4,883,524 in claims
including interest and fees.

In addition, the Debtors agree that Whitebox will be entitled to
have a hearing on a motion from relief from stay on Aug. 20, 2008,
so long as the motion is filed on or before tomorrow, August 6.

             Relationship with Chittenden and Whitebox

On Nov. 3, 2006, Red Shield and Chittenden executed a loan and
security agreement pursuant to which Chittenden advanced to Red
Shield $7,000,000 in term note proceeds.  Red Shield's debt under
the term note was secured by a first security interest in all of
Red Shield's real and personal property.

RSE and Chittenden entered into a loan and security agreement on
May 3, 2007, pursuant to which Chittenden advanced $1,500,000 to
RSE under a $1,800,000 term note and gave RSE a $5,000,000 asset-
based revolving credit line.  A May 2, 2008 amendment reduced the
credit line to $2,250,000 and established a schedule for
continuing decreases in the credit line over the next two months
until the credit line was set to finally expire on June 30, 2008.  
The loan agreement was amended one more time on June 5, 2008, to
provide for additional advances by Chittenden in the principal
amount of $586,116.  RSE's obligations under the RSE financing
facility were likewise secured by a first security interest in all
of RSE's personal property.

Pursuant to interim orders issued by the Court on June 30, 2008
and July 10, and a final order issued by the Court on July 18, the
Debtors borrowed an additional $1,248,531 in debtor in possession
financing from Chittenden.

After the final DIP order was entered, Chittenden assigned to
Whitebox all of its rights and obligations under the Red Shield
prepetition loan and the RSE prepetition loan.   As Chittenden's
assignee, Whitebox enjoys the full benefit of the adequate
protection provisions contained in the final DIP order.

                     Replacement DIP Financing

The DIP Financing expired on Aug. 1, 2008.  The Debtors have
reached an agreement in principle with a lender for replacement
financing and anticipate filing a motion seeking approval of the
replacement DIP financing.  The replacement DIP financing is
expected to be approved and to fund on or before Aug. 24, 2008.  
However, the Debtors face the possibility of a gap in financing
between the expiration of the existing DIP financing and the
commencement of the replacement financing.

                      Pine Tree Rebate Funds

In their motion to use cash collateral, the Debtors have said that
they require $300,000 in Pine Tree Rebate Funds received from the
State of Maine in order to bridge a gap between the expiration of
existing DIP financing and the start of replacement DIP financing.

The Pine Tree Rebate is collateral, as defined in the final DIP
order and within the scope of the security interests granted in
connection with the Red Shield and RSE prepetition loans.

The Debtors and Whitebox have reached an agreement pursuant to
which Whitebox consents to the Debtors' use of the rebate funds
for a period beginning Aug. 1, 2008 and ending Aug. 24, 2008,
provided that (1) the funds are used substantially in accordance
with the budget; and (2) Whitebox, as Chittenden's assignee,
receives the full benefit of the final DIP order.

Whitebox is not the lender with whom the Debtors have reached
agreement with respect to the replacement DIP financing.  Hence,
the Debtors have agreed with Whitebox's request that in the event
the replacement DIP financing is not approved on or before
Aug. 24, 2008, the Debtors consent to a modification of the
deadlines for filing for relief from the stay.

               Objection to Use of Cash Collateral

Prior to the issuance of a final order on the cash collateral,
Preti Flaherty had expressed that it does not object to the
conduct of an expedited hearing on the cash collateral motion on
July 29, 2008.

However, Preti Flaherty had said that the cash collateral motion
failed to adequately describe the source and nature of the rebate
funds nor does it identify which Debtor owns the rebate funds, nor
which Debtor intends to use them.

Preti Flaherty had said it wants the Debtors to provide it with
adequate protection in relation to Preti Flaherty's interest in
the rebate funds.  Preti Flaherty had said it will accept as
adequate protection a replacement lien in any postpetition
accounts of the Debtors.

George J. Marcus, Esq., at Marcus, Clegg & Mistretta, P.A.,
represents Preti Flaherty.

                         About Red Shield

Headquartered in Old Town, Maine, Red Shield Environmental, LLC --
http://www.redshieldenv.com/-- provides renewable energy for on-
site consumption.  The company and its affiliates, RSE Pulp &
Chemical, LLC, filed for Chapter 11 protection on June 27, 2008
(Bankr. D. Maine Lead Case No.08-10634 and 08-10634).  Robert J.
Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection against their creditors, they listed assets between
$50 million and $100 million, and debts between $1 million and
$10 million.


REVLON INC: June 30 Balance Sheet Upside-Down by $1.06 Billion
--------------------------------------------------------------
Revlon Inc. reported Thursday final results for the second quarter
ending June 30, 2008.

At June 30, 2008, the company's consolidated balance sheet showed
$883.7 million in total assets and $1.94 billion in total
liabilities, resulting in a $1.06 billion stockholders' deficit.

The company reported net income of $19.9 million for the second
quarter ended June 30, 2008, compared with a net loss of
$11.3 million in the same period last year.

Net sales in the second quarter of 2008 increased by 7.8% to
$376.4 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
5.5%.

Revlon president and chief executive officer, David Kennedy, said,
"Our strong 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."

Operating income was $59.4 million in the second quarter of 2008,
versus $16.9 million in the second quarter of 2007.  Adjusted
EBITDA was $81.7 million in the second quarter of 2008, compared
to $42.0 million in the same period last year.

Operating income, Adjusted EBITDA and net income in the second
quarter of 2008 include a net gain of $5.9 million, $6.0 million
and $4.9 million, respectively, related to the sale of a facility
in Mexico.  The expected full year impact of the sale of the
facility in Mexico on operating income, Adjusted EBITDA and net
income will be a net gain of $4.3 million, $4.9 million and
$3.5 million, respectively, after recording restructuring and
other related charges in the second half of the year.

                        Six Months Results

Net sales in the first six months of 2008 increased 2.8% to
$696.8 million, compared to net sales of $677.8 million in the
first six months of 2007.  Excluding the favorable impact of
foreign currency fluctuations, net sales in the first six months
were essentially unchanged versus year-ago.

Operating income was $91.9 million in the first six months of
2008, versus $19.9 million in the first six months of 2007.  Net
income in the first six months of 2008 was $17.4 million, compared
with a net loss of $46.5 million  in the first six months of 2007.

Adjusted EBITDA was $139.8 million in the first six months of
2008, compared to $74.3 million in the same period last year.
Operating income, Adjusted EBITDA and net income in the first six
months of 2008 include a net gain of $5.7 million, $5.9 million
and $4.9 million, respectively, related to the sale of a facility
in Mexico.  Operating income, Adjusted EBITDA and net income in
the first six months of 2008 also include a net gain of
$5.9 million related to the sale of a non-core trademark.

                Sale of Non-Core Brazilian Brands

On July 28, 2008, Revlon completed the sale of its non-core
Bozzano brand, a leading men's hair care and shaving line of
products, and certain other non-core brands, which are sold only
in the Brazilian market.  The transaction was effected through the
sale of the company's Brazilian subsidiary, Ceil Comercio E
Distribuidora Ltda. to Hypermarcas S.A., a Brazilian diversified
consumer products corporation.

The purchase price was approximately $104.0 million in cash, plus
approximately $3.0 million in cash on Ceil's balance sheet.  The
company expects net proceeds, after payment of taxes and
transaction costs, to be approximately $94.0 million.  The company
is currently evaluating the most appropriate use of net proceeds
from this transaction.

In the results for the third quarter of 2008, the company expects
to record a one-time gain from this transaction of approximately
$50.0 million.  The company expects that Ceil's net sales,
operating income and Adjusted EBITDA would not be material to the
ongoing financial results of Revlon, Inc.

Revlon brand color cosmetics will continue to be marketed in
Brazil through its current third party distributor.

At June 30, 2008, the company had a liquidity position of
$161.3 million, consisting of cash and cash equivalents (net of
any outstanding checks) of $22.5 million, as well as
$138.8 million in available borrowings under the 2006 Revolving
Credit Facility.

At June 30, 2008, the company had long-term debt outstanding of
$1.40, compared with $1.44 billion at Dec. 31, 2007.

                       Reverse Stock Split

As previously disclosed, Revlon intends to effect the 1-for-10
reverse stock split of its Class A and Class B common stock
sometime in the third quarter of 2008.  In accordance with NYSE
standards, Revlon has six months from April 11, 2008, to bring the
share price of its Class A common stock and its 30-trading day
average closing price to at least $1.00.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?305d

                        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), Gatineau(R) and Ultima II(R).


SEA CONTAINERS: Accused by Asociacion Peruana of Misstatements
--------------------------------------------------------------
An interested non-profit party in Sea Containers Ltd. and its
debtor-affiliates' Chapter 11 cases accused the Debtors of
misstatements regarding to certain prepetition transfers.

Ferrocarril Transandino S.A. was incorporated in 1999 by Sea
Containers Ltd. and Peruval Corp. S.A., with both companies
owning 50% of Transandino.  In March 2006, SCL transferred a 20%
interest in Transandino to its former subsidiary, Orient-Express
Hotels Ltd.  Subsequently, before its bankruptcy filing on
Oct. 15, 2006, SCL transferred its remaining 30% in Transandino to
Orient-Express.

In a notice filed with the U.S. Bankruptcy Court for the District
of Delaware, the Asociacion Peruana de Operadores Ferrocarriles de
Peru, also known as Asociacion Peruana de Operadores Ferroviarios,
notified creditors in the bankruptcy cases that it has become
aware of a potential avoidance action relating to certain
prepetition transfers by SCL of its interest in Transandino to
Orient-Express.

The Asociacion Peruana is a non-profit association formed by
Peruvian railroad companies to promote fair competition in Peru's
railroad business.

"Because the Asociacion has reason to believe that (i) [SCL] did
not receive reasonably equivalent value in connection with the
Transfers and (ii) [SCL] has misstated certain facts relating to
the Transfers, it feels duty-bound to notify the Debtor's
creditors of the facts upon which its belief is based," James M.
Sullivan, Esq., at McDermott Will & Emery LLP, in New York, told
Judge Carey.

In its statement of financial affairs filed with the Court, SCL
asserted that its ownership interest in Transandino ended in
November 2005, which appears to be incorrect, Mr. Sullivan said.  
He noted that the SOFA did not disclose what, if any,
consideration SCL received in connection with the Transfers.

Mr. Sullivan related that the Asociacion was unable to find any
disclosure of the consideration paid in Orient-Express' public
filings with the Securities Exchange Commission.  However, based
on a report issued by Supervisory Board for Investment in Public
Transport Infrastructure in June 2007, the Asociacion believes
that the first 20% interest in Transandino transferred to Orient-
Express could have been sold for more than the face value of the
shares.  The face value of those shares equaled approximately
$532,859.

The OSITRAN Report disclosed that Transandino's total net worth
was 10,322,000 Nuevos Soles, or $3,664,832 in 2005, and
16,049,000 Nuevos Soles, or $5,698,206 in 2006.

According to the SOFA, the Debtor sold its remaining interest in
Orient-Express to a group of financial institutions in two
separate transactions on March 15 and Nov. 17, 2005, Mr.
Sullivan noted.  Although it appears that the Debtor sold its
shares in Orient-Express before the Transfers occurred, he argued
that evidence exists that SCL and Orient-Express were insiders at
the time of the Transfers.

In a letter sent by Transandino to OSITRAN on May 3, 2006,
seeking OSITRAN's approval of the first Transfer, Transandino
stated that the transfer of SCL's interest gradually began in
2002, at a time when Orient-Express was SCL's subsidiary, Mr.
Sullivan said.  He pointed out that the May 3 Letter cited an
example of the gradual assignment of personnel that SCL had
originally assigned to Transandino to Orient-Express.  He added
that letter also disclosed that SCL and Orient-Express shared
common managers and personnel, including:

   (a) John D. Campbell, a director of Orient-Express since 1994,
       and has served as SCL's director;

   (b) James Sherwood, president of Orient-Express and a director
       since 1994, served as SCL's director from 1974 through
       March 20, 2006, when the first Transfer occurred, and
       served as SCL's president until Jan. 5, 2006; and

   (c) Edwin S. Hetherington, secretary of Orient-Express since
       1994, and has served as SCL's vice president, general
       counsel, and secretary.

Because the Asociacion felt duty-bound to report the facts
surrounding the Transfers to SCL's creditors and the Bankruptcy
Court, it sent a letter to Judge Carey and the Office of the U.S.
Trustee on Feb. 7, 2008, Mr. Sullivan disclosed.  The letter,
however, was not filed on the Court's docket or distributed to
creditors.  Hence, the Asociacion filed the notice.

"Given the significant value of the Transandino shares, the
failure by [SCL] and Orient-Express to disclose the consideration
paid for such shares, and the close relationship between [SCL]
and Orient-Express, creditors may wish to investigate the matter
to obtain detailed information about the Transfers and determine
whether reasonably equivalent value was paid for the shares," Mr.
Sullivan stated.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.  The Debtors filed their joint Chapter 11 plan of
reorganization and disclosure statement on July 31, 2008.  (Sea
Containers Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SEMGROUP LP: 18 Parties Balk at $250,000,000 BofA DIP Financing
---------------------------------------------------------------
A total of 18 parties-in-interest object to the request of
SemGroup L.P. and its debtor-affiliates to obtain $250,000,000 of
senior secured superpriority postpetition financing from Bank of
America.  The parties-in-interest are:

   * Ad Hoc Committee of Unsecured Creditors w/ Senior Notes;
   * Alon USA, LP;
   * Cardinal Engineering, Inc.;
   * Central Crude Corporation and Redwing Gas Systems Inc.;
   * CHS, Inc.;
   * General Electric Capital Corporation;
   * JMA Energy Company, L.L.C.;
   * LCS Production Company, and the Texas operators;
   * Merrill Lynch Capital Corporation and ML Commodities, Inc.;
   * Murfin Drilling Company, Inc.;
   * New Dominion, L.L.C.;
   * Prima Exploration, Inc.;
   * RZB Finance LLC;
   * Samson Resources Company, and affiliates;
   * Sunoco, Inc.;
   * The SemCrude US Term Lender Group;
   * Veenker Resources, Inc.; and
   * Williams NGL Marketing, LLC, and affiliates.

According to Kimberly E. C. Lawson, Esq., at Reed Smith LLP, in
Wilmington, Delaware, GECC, the administrative agent for the
Debtors' prepetition lenders, does not question the necessity for
the Debtors to obtain DIP Facility, the financing terms set forth
in the DIP Term Sheet.  However, GECC identifies two problems
that precludes the Court's approval of the DIP Facility:

   (1) the proposed final DIP Agreement contains negative
       covenants that the Debtors are in position to honor; and

   (2) the proposed Interim Order makes no provision for the
       adequate protection of the interest that GECC may have in
       a portion of the Cash Collateral, based on the Debtors'
       11th hour upstreaming of funds borrowed by SemCrude
       Pipeline, LLC, under the prepetition GECC Credit
       Agreement.

Ms. Lawson contended that the ultimate decision-making authority
over White Cliffs Pipeline, LLC, a non-debtor subsidiary
exercised by PE Pipeline LLC, is unclear why the Debtors sought to
prevent White Cliffs from selling its assets, enter into
particular contracts, or incur more than a designated amount of
indebtedness.

Accordingly, GECC asked the Court to deny the DIP Financing Motion
to the extent that the Interim Order and the Final DIP Agreement
are not modified to resolve its objections.

RZB Finance stated that the DIP Financing Motion will improperly
force it and other working capital lenders to subsidize dubious
operations without adequate protection for the benefit of third
parties.  RZB Finance asserts that the Debtors must demonstrate
adequate protection of  RZB Finance's interest.

Alon, Central Crude, CHS, JMA, LCS Production, Murfin, New
Dominion, Prima, Samson, Sunoco, Veenker, and Williams related
that the Debtors possess certain reclaimed goods valued at more
than $80,000,000 in the aggregate.  The Vendors complained that it
is not clear whether the proposed liens in the reclamation goods
are subject to any of the vendors' rights to reclaim the
Reclaimed Goods.  

The Term Lenders do not consent to the priming of their liens.  
They argued that there is no authority that allows other parties
to consent to release $250,000,000 on the Term Lenders' behalf.

Merrill Lynch objected to the DIP Financing Motion to the extent
the Motion contains inadequate disclosure of the relevant
information.  Merrill Lynch insisted that the Debtors have failed
to satisfy their burden of establishing that the terms of the
proposed emergency financing are necessary and reasonable, under
Section 364 of the Bankruptcy Code.  In addition, Merrill Lynch
complained that the Motion fails to provide key information, such
as budgets setting forth the proposed uses for the funding, the
events of default, as well as the value of collateral securing
the proposed adequate protection replacement liens.

Cardinal, which provides environmental engineering, civil
engineering and surveying services to the Debtors, objected to the
DIP Financing motion, asserting that the Motion prejudices its
ability to file and perfect any materialman's and mechanic's
lien.  Further, Cardinal said granting the Motion will abrogate
its rights under applicable state law, by not allowing it to
perfect the liens.

The Ad Hoc Committee of Unsecured Creditors Holding Senior Notes
sought to preserve the status quo pending the formation of a
statutory fiduciary for all unsecured creditors, including
vendors and bondholders alike.  The Ad Hoc Committee stated that
the Debtors' have not carried their burden of demonstrating
"emergency" for incurring $150,000,000 of additional loans on
short notice.  The Ad Hoc Committee requested a brief continuance
of the Emergency DIP Motion until Aug. 8, 2008, for a statutory
creditors' committee for unsecured creditors to be heard.

                           *     *     *

Judge Shannon postponed his ruling on the Debtors' DIP Financing
request until today, Aug. 5, 2008, to give additional time for
parties-in-interest to present further legal documentation in
support of their objection to the request.

Briefs in connection with the DIP Financing motion was due Aug. 4,
2008.

The Debtors filed with the Court a draft of the DIP Credit
Agreement, a copy of which is available for free at:

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

          Motion to Access BofA's $250,000,000 DIP Fund

The Troubled Company Reporter said on Aug. 1, 2008, that pending
final approval of the request, the Debtors sought authority, on an
interim basis, to borrow up to $150,000,000 under the DIP facility
to allow them to (i) meet all of their administrative obligations
during the early stages of their chapter 11 cases, and (ii)
purchase inventory critical to the operation of their businesses.

                        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.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s 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. 5; Bankruptcy Creditors'  
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEQUOIA COMMUNITY: State Probe Won't Affect Merger with Clinica
---------------------------------------------------------------
Sequoia Community Health Foundation, Inc., dba Sequoia Community
Health Clinic, is under investigation by the state of California
over alleged Medi-Cal fraud, The Associated Press reports.

The Debtor's bankruptcy counsel confirmed Wednesday that the
attorney general's bureau of Medi-Cal Fraud & Elder Abuse is
initiating the probe, AP says.

Sequoia is in talk with Clinica Sierra Vista of Bakersfield on a
merger, AP notes.  According to the report, in late July 2008, the
U.S. Bankruptcy Court for the Eastern District of California gave
the Debtor permission to tap Clinica's $1.5 million debtor-in-
possession financing.  The Debtor, AP says, previously borrowed
$1.1 million to pay its July 2008 salary expenses.

The Debtor's counsel assured the public that the state
investigation won't affect the Sequoia-Clinica merger, AP adds.

Fresno, California-based Sequoia Community Health Foundation,
Inc., dba Sequoia Community Health Clinic, runs eight clinics.  
The health care provider filed its chapter 11 petition on June 24,
2008 (Bankr. E.D. Calif. Case No. 08-13653).  Judge Hon. Whitney
Rimel presides over the case.  Riley C. Walter, Esq., represents
the Debtor in its restructuring efforts.  The Debtor has assets of
between $1 million and $10 million and debts of between $1 million
and $10 million.


SHARPER IMAGE: EVP/CFO May Get Up to $250K Under Incentive Plan
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission on June 30, 2008, Sharper Image Corp., now known as
TSIC Inc., disclosed that the U.S. Bankruptcy Court for the
District of Delaware has approved the implementation of the
Incentive Plan, which will provide an effective means of
motivating certain key employees, by providing them with incentive
pay in addition to their base salaries, to assist with the
administration of the Chapter 11 case.

Rebecca Roedell, Sharper's executive vice-president and chief
financial officer, informs the SEC that the maximum aggregate
amount payable under the Incentive Plan is $1,052,000.  Ms.
Roedell is the only named executive officer participating in the
Incentive Plan, and is eligible to receive incentive pay of up to
$250,000.  Payments under the Incentive Plan are conditioned
upon, among other things, the attainment of specified goals,
which vary in accordance with the functions performed by the
participants in the Incentive Plan.

Ms. Roedell will receive incentive pay of $150,000 for managing
Sharper's transition process, and is eligible to receive an
additional $100,000 for performing specified functions during the
Wind-Down.  The Additional Incentive to Ms. Roedell is
conditioned upon the Court's confirmation of a plan of
liquidation, and subject to reduction on a pro rata basis, if
certain actual operating expenses exceed the projected expenses
in the Wind-Down budget.

In addition, Ms. Roedell discloses, in order to receive any
payments under the Incentive Plan, all participants are required
to execute a full release and waiver of claims in favor of
Sharper, including a waiver for any severance pay to which they
may otherwise be entitled.

                       About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


SHARPER IMAGE: Court Okays Termination of Rockefeller Center Lease
------------------------------------------------------------------
At the behest of The Sharper Image Corp., now known as TSCI, Inc.,
the U.S. Bankruptcy Court for the District of Delaware approved
the termination of a lease for premises located in Rockefeller
Center, New York City.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware, told the Court that the Debtor
engaged in good-faith, arm's-length negotiations with RCPI
Landmark Properties, L.L.C., the landlord of the Rockefeller
Center Lease, in an effort to assist the estate in realizing
maximum value on its interest in the Lease.

The Debtor and RCPI reached an agreement as to the disposition of
the Rockefeller Center Lease.  The Debtor determined, in its
sound business judgment, that the terms of the agreement will
provide a substantial benefit to its estate.

According to Mr. Kortanek, the Debtor is in critical need of
funding from the sale of its remaining leases in order to wind-
down operations, and the agreement provides that funding on an
expedited basis.

The salient terms of the Termination Stipulation are:

   (a) The Rockefeller Center Lease is deemed terminated
       effective as of July 16, 2008;

   (b) In exchange for the termination of the Rockefeller Center
       Lease and vacatur of the premises, RCPI will:

       * pay the Debtor $1,203,000, and

       * refund the Debtor the pro-rata share of the July 2008
         rent, attributable to the period from the Termination
         Date through and including July 31, 2008;

   (c) The Debtor will release RCPI from all claims with respect
       to the Rockefeller Center Lease;

   (d) RCPI will release the Debtor from all obligations under
       the Rockefeller Center Lease;

   (e) Following the Termination Date, the Rockefeller Center
       Lease, and all rights and obligations of the parties in
       connection with the Lease, will be deemed expired and
       terminated; and

   (f) RCPI consents to the expungement of any claim relating to
       the Rockefeller Center Lease.

                       About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


SHARPER IMAGE: Trade Creditors Sell Two Claims for $397,594
-----------------------------------------------------------
On June 30, 2008, the Clerk of the Bankruptcy Court recorded the
transfer of Claim No. 68 for $129,680, filed by Logistics Group
Inc., to Debt Acquisition Company of America V, LLC.

Hain Capital Holdings, Ltd., also transferred its claim for
$267,914 to Aroa Marketing Inc.

                       About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


SOLOMON DWEK: Trustee to Sell 10 Office and Retail Spaces
---------------------------------------------------------
Charles A. Stanziale, Esq., the Chapter 11 Trustee in Solomon
Dwek's bankruptcy case, disclosed that the Debtor's 10 income-
generating retail and office spaces will be up for sale.

The properties are:

   -- three shopping centers in Pennsylvania, North and
      South Carolina;

   -- two free standing K-Mart properties in New Jersey and Ohio;

   -- NNN-leased Walgreen's and Ind. building in Wall,
      New Jersey; and

   -- three office buildings in New Jersey.

As reported in the Troubled Company Reporter on July 7, 2008,
parties intending to buy Solomon Dwek's NNN Leased K-Mart property
and outparcel in W. Long Branch, New Jersey, had until July 16 to
submit bids.  The minimum bid price was set at $6,120,000.

The K-Mart leased property is a 125,000 sg. ft. parcel of lot.  
Annual rent is at $314,500.  The lease expires on May 30, 2011,
with 7 x 5 year options.  The outparcel is a 1,300 sq. ft. single
tenant retail lot.

Information can be obtained from:

   Keen Consultants
   The Real Estate Division of KPMG
   Corporate Finance LLC
   Tel: (631) 351-7800
   http://www.keenconsultants.com/

The Trustee already sold a number of Mr. Dwek's properties within
this year.  As reported in the Troubled Company Reporter on
April 7, 2008,  Mr. Stanziale sold 56 of the Debtor's single
family homes, condos and land located in Lakewood, New Jersey, for
$11.5 million -- including credit bids by certain banks -- in an
auction held on April 2, 2008.

                        About Solomon Dwek

Solomon Dwek is a real estate developer.  Mr. Dwek was accused of
defrauding P.N.C. Bank by depositing a bad $25-million check on
April 24, 2006 and then transferring out most of the money the
next day.

An involuntary chapter 7 petition was filed against Mr. Dwek
on Feb. 9, 2007 with the U.S.  Bankruptcy Court for the
District of New Jersey.  On Feb. 22, 2007, the Court converted
the case to a chapter 11 reorganization under supervision of
a trustee (Bankr. D. N.J. Case No: 07-11757).  Following
conversion, around 62 affiliates filed separate chapter 11
petitions.

Timothy P. Neumann, Esq. at Broege, Neumann, Fischer & Shaver,
L.L.C. and Michael S. Ackerman, Esq., at Zucker, Goldberg &
Ackerman represent the Debtor.  Charles A. Stanziale, Jr. was
appointed chapter 11 trustee.  He is represented by lawyers at
Greenberg Traurig LLP and McElroy, Deutsch, Mulvaney & Carpenter.  
Ben Becker, Esq., at Becker, Meisel LLC, represents the Official
Committee of Unsecured Creditors.


STEVE & BARRY'S: Selling Assets to Bay Harbour Unit for $163MM
--------------------------------------------------------------
Steve & Barry's LLC has asked the U.S. Bankruptcy Court for the
Southern District of New York to approve an asset sale agreement
it entered into with a newly formed subsidiary of Bay Harbour
Management LC.

Bay Harbour has offered $163 million for Steve & Barry's.

Steve & Barry's filed with the Bankruptcy Court a stalking horse
Asset Purchase Agreement with BH S&B Holding LLC.

Under the terms of the agreement, BH S&B Holdings would acquire
certain of the company's assets.  Subject to negotiation of lease
terms prior to the final auction date, BH S&B Holdings' expressed
intent is to continue to operate the chain of Steve & Barry's
retail stores as a going concern, with current staff and key
facilities, including the company's New York headquarters,
Columbus, Ohio distribution center, and certain overseas offices.

The assets to be acquired include but are not limited to:

   -- certain Steve & Barry's store leases;
   -- all Steve & Barry's merchandise, with the exclusion of any
      product located at stores not purchased by BH S&B Holdings;
      and
   -- all Steve & Barry's intellectual property rights, including
      its celebrity and brand licenses.

The Wall Street Journal stated that Steve & Barry's ability to
stay in business would be "a godsend to mall owners across the
country, who ponied up hundreds of millions of dollars to attract
the stores into huge, empty spaces, often as large as 100,000
square feet."

Steve & Barry's said that further due diligence will determine
which renegotiated store leases BH S&B Holdings would acquire if
the Asset Purchase Agreement be approved by the Court.

Steve & Barry's has also entered into an agency sale agreement for
inventory in stores where the company and BH S&B Holdings cannot
accomplish an appropriate package of renegotiated leases and other
conditions.  In this circumstance, Hilco Merchant Resources LLC
becomes the stalking horse bidder with intention of conducting a
final sale of the company's inventory.

Subject to Court approval, the stalking horse proposal will serve
as the opening bid during an auction process that is scheduled to
take place in August, and will be subject to higher and better
offers.

                   About Bay Harbour Management

Bay Harbour Management is an investment advisor with experience in
purchasing distressed companies and effectuating their turnaround.
The firm's holdings have included the retailer Barney's New York,
Telcove, and the rebranding and turnaround of the former Aladdin
Casino, now operating on the Las Vegas strip as the Planet
Hollywood Resort and Casino.

                      About Steve and Barry LL

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy, it
listed $693,492,000 in total assets and $638,086,000 in total
debts.


STEVE & BARRY'S: Doesn't Have Interest in 148 Containers, AGI Says
------------------------------------------------------------------
AGI Logistics, Inc., AGI Logistics USA LLC, and AGI Logistics
Foreign Holdings, LLC ask the United States Bankruptcy Court for
the Southern District of New York to declare that the 148
containers -- Arrested Cargo -- of merchandise warehoused in
and around Columbus, Ohio is not property of the Debtors'
bankruptcy estates under Section 541 of the Bankruptcy Code and,
thus, may be subject to continuing arrest and judicial sale in the
Admiralty Proceeding.

AGI transport containers of clothing and other materials
manufactured in foreign countries to the Debtors' distribution
center in Michigan from 2002 through September 2006, and in
Columbus, Ohio, from September 2006 until the present.

The arrangements among AGI, the Debtors and the Debtors' overseas
suppliers provided that AGI would not deliver goods to the
Debtors until the Debtors surrendered to AGI an original
negotiable or straight bill of lading with a bank endorsement, as
well as any other shipping documents, including those evidencing
that the Debtors had paid their suppliers or their agents for the
cargo, Craig V. Rasile, Esq., at Hunton & Williams LLP, in New
York, relates.

Both maritime law and contract law bestow upon AGI liens for the
unpaid freight and other charges it incurred while transporting
the cargo.  AGI also acquired a contractual lien through its
invoice to the Debtors.

As a consequence of the Debtors' financial problems in 2007, the
Debtors defaulted on the timely payment of AGI's invoices.  This
caused AGI to retain the containerized cargo at various rail
yards, port terminals and other storage facilities in late 2007,
to maintain its possessory maritime and contractual liens for
unpaid freight, storage and other transportation expenses.

The Debtors and AGI also entered into a Freight Agreement
wherein, among other things, the Debtors agreed that they would
be liable to AGI for a penalty assessed per container under the
formula based upon "any and all damage, per diem, and other
charges levied or invoiced by Carriers, the Terminals, G.O. or
their agents on each and every piece of Transportation Equipment
remaining at the various rail yards, port terminals and storage
facilities after the Trigger Date."  The Trigger Date was Jan. 1,
2008.

As of July 23, 2008, AGI's allowed claim for delay damages under
the Freight Agreement is more than $2,900,000, and this claim
increases daily, Mr. Rasile says.

In addition, the Debtors owe more than $3,000,000 to AGI for
freight and other transportation-related charges for 282
containers of cargo shipped from overseas to Columbus, Ohio.  
This amount will significantly increase once demurrage,
detention, per diems, interest, legal fees and other charges are
calculated and added to AGI's secured claim, Mr. Rasile says.

On July 2, 2008, AGI commenced an in rem admiralty claim against
148 containers -- Arrested Cargo -- of merchandise warehoused in
and around Columbus, Ohio, under Section 1333 of the Judiciary
and Judicial Procedures Code and Supplemental Rule C of the
Federal Rules of Civil Procedure before the United States
District Court for the Southern District of Ohio.

By the Admiralty Proceeding, AGI sought to seize and sell the
Arrested Cargo under Supplemental Rules C and E of the Federal
Rules of Civil Procedure to satisfy its maritime and contractual
liens arising from the freight forwarding services provided to
the Debtors before the Petition Date.

Only 134 of the 148 containers subject to the Admiralty
Proceeding were arrested by the U.S. Marshal for the Southern
District of Ohio.  Mr. Rasile informs the Court that there are
now 282 containers in AGI's possession or control in Columbus.

As of the Petition Date, the Debtors have not made any payment to
their shippers for any of the Arrested Cargo or for the
additional containers of cargo in AGI's possession or control.

AGI believes that the amounts due to the suppliers plus the
amounts due to AGI for the unpaid freight, storage, demurrage and
delay charges exceed the value of the Cargo as of the Petition
date.  Therefore, it is highly unlikely that the Debtors have any
equity in the Cargo, Mr. Rasile says.

Alternatively, if the Bankruptcy Court concludes that the Debtors
have an interest in the Cargo or that the Cargo qualifies as
property of the Debtors' estates, then AGI asks the Bankruptcy
Court to defer to the in rem jurisdiction of the District Court
over the Arrested Cargo under the doctrine of custodia legis.

As a further alternative, if the Bankruptcy Court concludes that
the Cargo qualifies as property of the Debtors' estates and
elects not to defer to the in rem jurisdiction of the District
Court, then AGI asks the Bankruptcy Court to lift the automatic
stay pursuant to Section 362(d)(2) of the Bankruptcy Code to
allow AGI to amend its pleadings to include the Additional Cargo
and to sell all of the Cargo in order to satisfy its secured
claim against the Debtors.

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy, it
listed $693,492,000 in total assets and $638,086,000 in total
debts.

(Steve & Barry's Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or      
215/945-7000)


SUNGARD DATA: Fitch's Ratings Unaffected by EUR400MM GL TRADE Deal
------------------------------------------------------------------
The ratings of SunGard Data Systems, Inc. are unaffected by the
announcement that the company will acquire the Paris- and London-
based financial software solutions company, GL TRADE for
approximately EUR400 million (approximately US$624 million at
current exchange rates), according to Fitch Ratings.  Subject to
shareholder and regulatory approvals, SunGard will acquire a
64.51% stake of the company from several major shareholders in the
fourth quarter of 2008, and subsequently launch an all-cash tender
offer for the remainder of the shares.

The current ratings and Outlook incorporate Fitch's expectation
for ongoing acquisition activity at SunGard, given maturing
organic growth rates for certain of its businesses.  Fitch's
expectations include debt-financed acquisitions that could result
in leverage above Fitch's 5-5.5 times target range on a short-term
basis, with the anticipation that EBITDA growth rather than
material debt reduction would drive subsequent deleveraging.  
Leverage is expected to increase modestly for this transaction
although Fitch estimates that SunGard will remain below 6x
leverage for the short term.

Fitch currently rates SunGard as follows, with a Stable Rating
Outlook:

  -- Issuer Default Rating 'B+';
  -- $1 billion senior secured revolving credit facility due 2011
     'BB+/RR1';

  -- $4.3 billion senior secured term loan due 2013 'BB+/RR1';
  -- $250 million 3.75% senior notes due 2009 'B+/RR4';
  -- $250 million 4.875% senior notes due 2014 'B+/RR4';
  -- $1.6 billion senior unsecured notes due 2013 'B/RR5';
  -- $1 billion 10.25% senior subordinated notes due 2015
     'B-/RR6'.


SUNGARD DATA: GL Trade Deal Cues Moody's to Retain B2 CF Rating
---------------------------------------------------------------
SunGard's B2 corporate family rating and stable rating outlook
remain unchanged following the company's announcement that it will
acquire a majority stake in GL Trade, a global financial software
solutions company headquartered in Paris and London, in an all-
cash transaction.

Moody's estimates that the company's leverage following the
acquisition will remain in a range that is consistent with its B2
CFR.  However, given the size of the transaction which is
significantly larger than previous acquisitions, the company will
have less capacity to incur incremental debt and still maintain
its current rating.

SunGard Data Systems Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.


SW DALLAS: Misses Loan Payments to AFS/IBEX
-------------------------------------------
The Hon. Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas on Aug. 1, 2008, granted AFS/IBEX
Financial Services Inc. relief from stay in the bankruptcy case of
SW Dallas L.P. after the Debtor missed payments on a secured
prepetition loan, The Deal's Carolyn Okomo writes.

Under a loan agreement between the parties, AFS/IBEX provided a
$13,403 to the Debtor on March 25, 2008, secured by the Debtor's
unearned insurance premiums, The Deal says.

According to AFS/IBEX, the Debtor failed to pay its $1,573 monthly
dues on the loan, The Deal notes.  In addition, AFS/IBEX alleged
that the Debtor "continued to exhaust its collateral," whose value
is deteriorating at $45.58 a day, The Deal relates.

Jennifer L. Davis, Esq., at McGlinchey Stafford PLLC, represents
AFS/IBEX.

                         About SW Dallas

Arlington, Texas-based SW Dallas L.P. owns and manages  the
Southwest Center Mall since 2006.  It filed for chapter 11
protection on June 2, 2008 (Bankr. N.D. Tex. Case No. 08-32706).  
Joyce W. Lindauer, Esq. represents the Debtor in its restructuring
efforts.  The Debtor's schedules showed total assets of
$25,006,243 and total liabilities of $17,996,825.


SW DALLAS: Hearing on Case Dismissal Motion Set for August 13
-------------------------------------------------------------
SW Dallas L.P. will appear before the U.S. Bankruptcy Court for
the Northern District of Texas on Aug. 13, 2008, for a hearing on
its motion to dismiss its chapter 11 bankruptcy case, Carolyn
Okomo of The Deal reports.

The Deal notes that first-lien lender, Madison Realty Capital LP,
and the city of Dallas, have objected to the Debtor's case
dismissal motion.

In a July 17, 2008 filing, the city stated it doubted the Debtor's
ability to run its mall facility and to comply with public health
and safety standards, The Deal writes.

Madison, according to The Deal, said that the Debtor failed to
present records on a 2004 examination.  Madison added that the
Debtor did not meet its monthly operating expenses.

At Madison's behest, the Court on July 22, 2008, named a chapter
11 trustee for the Debtor, The Deal states.

The Debtor filed for bankruptcy to prevent a foreclosure action
initiated by Madison, The Deal quotes court filings as stating.

                        About SW Dallas

Arlington, Texas-based SW Dallas L.P. owns and manages  the
Southwest Center Mall since 2006.  It filed for chapter 11
protection on June 2, 2008 (Bankr. N.D. Tex. Case No. 08-32706).  
Joyce W. Lindauer, Esq. represents the Debtor in its restructuring
efforts.  The Debtor's schedules showed total assets of
$25,006,243 and total liabilities of $17,996,825.


TEST CENTER: S&P Lowers Corporate Credit Rating to 'B+'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Test
Center LLC, including its corporate credit rating to 'B+' from
'BB-'.  The rating outlook is stable.

Baltimore-based Test Center had total debt of $318 million at
March 31, 2008.

At the same time, S&P lowered the issue-level ratings on the $215
million senior secured credit facilities of Test Center to 'BB-'
(one notch above the corporate credit rating on the company) from
'BB'.  The recovery rating of '2' is unchanged, indicating our
expectation of substantial (70%-90%) recovery in the event of a
payment default.  The facility consists of a $25 million revolving
credit maturing in 2012 and a $190 million term loan B maturing in
2013.

"The downgrade is based on our expectation that the company will
need to draw on its cash balances for further debt repayment to
avoid a violation of its bank debt covenants," said Standard &
Poor's credit analyst Hal F. Diamond.  S&P believes that the
company faces a significant challenge to increase its EBITDA
sufficiently to reestablish an appropriate margin of covenant
compliance.  "This could force the company to use more of its
limited liquidity to prepay bank debt to remain in compliance,"
added Mr. Diamond.


TONY CLOUGH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tony E. Clough
        fdba High Desert Tile & Design
        aka High Desert Floor to Ceiling
        aka Tile4U
        3405 Canyon Cove
        Kimberly, ID 83341

Bankruptcy Case No.: 08-00451

Chapter 11 Petition Date: July 30, 2008

Court: District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                     Email: btr@idlawfirm.com
                  P.O. Box 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  http://www.idlawfirm.com/

Estimated Assets: $500,000 to $1,000,000

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

A copy of Tony E. Clough's petition is available for free at:

          http://bankrupt.com/misc/idb08-00451.pdf


TRICOM SA: Wants Exclusive Solicitation Period Extended to Dec. 31
------------------------------------------------------------------
Tricom S.A. and its U.S. affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to give them until Dec. 31,
2008, to solicit votes for their Joint Prepackaged Chapter 11 Plan
of Reorganization.  The Debtors' exclusive solicitation period
will expire on Aug. 27, 2008.

Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the Petition Date during which a debtor
has the exclusive right to file a plan of reorganization.
Section 1121(c) provides that if the debtor files a plan within
the 120-day exclusive period, it has the balance of 180 days
after the Petition Date to solicit and obtain acceptances of that
plan.  Section 1121(d) permits the court to extend a debtor's
exclusive periods in which to filed a plan of reorganization and
solicit acceptances of the plan upon a demonstration of cause.

Larren Nashelsky, Esq., at Morrison & Foerster LLP, in New York,
asserts that the proposed extension is justified by the Debtors'
progress in resolving issues concerning their creditors and
estates.

Mr. Nashelsky relates that concurrent with the Debtors' efforts
in resolving the disputes relating to the claims filed by
Bancredit Cayman Limited and Bancredito (Panama), S.A., the
Debtors have successfully transitioned to a Chapter 11
environment without serious disruption to their businesses or
customer base, although the Debtors unfortunately remain a target
for their competitors seeking to exploit the Debtors' current
situation.  At the same time, he adds that the Debtors have
responded to the concerns of certain of their secured creditors
occasioned by the unanticipated delay in confirming the Chapter
11 cases, and obtained appropriate relief from the Court, thereby
assuring their continued support of the Plan.

Mr. Nashelsky further relates that the Debtors promptly completed
and filed their Schedules of Assets and Liabilities and
Statements of Financial Affairs within the deadlines prescribed
by the Court.  A Claims Bar Date of July 8, 2008, was set, and
the Debtors are now in the process of reconciling the proofs of
claims filed against their estates.

"In the face of extremely motivated and well financed opposition,
over the course of the past four months, the Debtors have made
good faith progress in advancing these Chapter 11 cases towards a
successful reorganization," Mr. Nashelsky says.  "The Debtors
have done all they can to address Plan feasibility issues while
keeping these cases on track for confirmation."

According to Mr. Nashelsky, the outcome of the summary judgment
motion to resolve the proposed estimation of claims of Bancredit
Cayman and Bancredito may affect the Plan's feasibility and
influence the course of the Debtors' reorganization.  "If need
be, the Debtors may elect to amend or modify the Plan, which
could possibly entail a re-solicitation of acceptances," he says.

Results of the Debtors' solicitation, which concluded on
February 28, 2008, showed that 100% of the holders of Class 3
Credit Suisse Existing Secured Claims and 97% of the holders of
Class 6 Unsecured Financial Claims voted to accept the Plan.

Allowing the Debtors' exclusive solicitation period to expire
would serve only to impede their effort to confirm the Plan or
any of its modification or amendment, Mr. Nashelsky contends.  
Expiration of the exclusive period would invite unwarranted
speculation in the market and press, and embolden the Debtors'
competitors to launch additional efforts to enhance their
customer base at the Debtors' expense.  Given the current
competitive framework in which the Debtors operate, the Debtors
can ill afford those consequences, he tells the Court.

                        About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


TRICOM SA: Bancredito Says Debtor Waived Attorney-Client Privilege
------------------------------------------------------------------
Bancredito (Panama), S.A., says Tricom S.A., waived its attorney-
client privilege when it disclosed the findings of the special
committee report to its independent auditor.

"As Tricom admits that the entire special committee report was
received and read by [Sotomayor & Associates LLP], it therefore
doesn't matter whether an attorney-client privilege once
attached to the report as the disclosure to Sotomayor affected a
waiver," says Richard Smolev, Esq., at Kaye Scholer LLP, in New
York, on behalf of Bancredito.

Tricom previously urged the U.S. Bankruptcy Court for the Southern
District of New York to deny the bank's proposed production of the
special committee report because it is protected from disclosure
by attorney-client and work product privileges.  The report
contains findings of the Special Committee appointed by Tricom's
Board of Directors to investigate into a private placement of
shares of the company's common stock in December 2002, wherein
Bancredito allegedly loaned off $70,000,000 to investors to
purchase the stock.

Mr. Smolev further asserts that the report is not protected by
work product privilege since nothing in Tricom's public filings
shows that the Special Committee was tasked to investigate
possible claims against Tricom other than those that could have
some effect on the accounting treatment of the transaction.  

"If the Court has doubts on this point, review of the report in
camera would be appropriate to determine whether any portion of
the report could qualify for protection under the doctrine of
work product," Mr. Smolev says.  He adds, however, that the Court
does not have to go that far.

According to Mr. Smolev, the fact that Sotomayor was retained to
assure the propriety of the public reporting of the transaction
shows that the sharing of the report with Sotomayor was for a
purpose other than litigation.

"Considering an independent auditor's public watchdog function,
Tricom effectively waived the work product by inviting the
auditor to scrutinize its proposed treatment of the transaction,"
Mr. Smolev asserts.

As reported in the Troubled Company Reporter on July 8, 2008,
Bancredito (Panama) S.A., asked the Court to compel the Tricom
S.A. and its U.S. debtor-affiliates to produce the report prepared
by the special committee appointed by Tricom S.A.'s Board of
Directors.

                        About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Wants Plan Filing Deadline Extended to Jan. 12
-------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
Exclusive Plan Proposal Period to Jan. 12, 2009, and their
Exclusive Solicitation Period to March 13, 2009.

The Debtors seek these extensions to avoid premature formulation
of a Chapter 11 plan and to ensure that the formulated plan takes
into account their interests and the interests of their employees
and creditors, according to Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware.

The Debtors and their professionals have devoted approximately
three months since the Petition Date responding to the motion
filed by the Ad Hoc Consortium of Holders of 9-5/8% Senior
Subordinated Notes due 2014 for the appointment of a trustee, and
related discovery requests and trial preparation, Mr. Collins
relates.

The Trustee Motion was resolved on July 2, 2008, as a result of
good faith negotiations among the Debtors, the Noteholders, the
Official Committee of Unsecured Creditors and William Yung III, a
former member of the Tropicana board of directors.

Notwithstanding the distraction, the Debtors relate they have
worked diligently to ensure a smooth transition into Chapter 11.  
Mr. Collins tells the Court that among other things, even while
the Trustee Motion was pending, the Debtors made substantial
strides in reshaping their corporate governance structure,
including:

   -- beginning to transition their finances, accounting and
      management away from non-debtor affiliate Columbia Sussex
      Corporation;

   -- implementing accounting, audit, regulatory compliance, and
      management systems and protocols that will allow them to
      run their businesses more efficiently and effectively; and

   -- beginning the development of a business plan.

Over the past weeks, the Debtors relate that, with the help of
their professionals, they have turned in earnest to the
restructuring of their businesses, with the ultimate goal of
proposing and confirming a plan of reorganization.  

According to Mr. Collins, over the next several months, the
Debtors will be focused on these matters, which will have to be
resolved before they will have adequate information necessary to
prepare a disclosure statement and confirm a plan:

   (a) The development and implementation of a business plan that
       will enable the Debtors to work toward confirmation of a
       plan of reorganization and emergence from bankruptcy.

   (b) Continuance of the Debtors' effort to transition their
       finances, accounting and management away from non-debtor
       affiliates.

   (c) Addressing ownership and control of Tropicana Casino and
       Resort in Atlantic City.

   (d) Making decisions regarding assumption or rejection of
       executory contracts and leases.

   (e) Making decisions regarding the sale or restructuring of
       the Debtors' other casinos.

The Debtors have recently filed their Schedules of Assets and
Liabilities and Statements of Financial Affairs, and have been
successful in asking the Court to set the claims bar date as
September 26, 2008.

Section 1121(b) of the Bankruptcy Code establishes an initial
period of 120 days after the bankruptcy petition date during
which only a debtor may file a plan.  If the debtor files a plan
within the 120-day period, Section 1121(c)(3) extends the
exclusivity period to 180 days after the petition date to permit
the debtor to seek acceptances of that plan.

The Debtors' current exclusive period to file a Chapter 11 plan
of reorganization expires on September 2, 2008, and their
exclusive period to solicit plan acceptances expires on
Nov. 1, 2008.

Mr. Collins contends that neither the Debtors nor the other
parties-in-interest are in a position to (i) begin to evaluate
the universe of claims asserted against the Debtors and the value
of the Debtors' assets and business; (ii) determine an
appropriate capital structure for the reorganized company; and
(iii) prepare a disclosure statement containing adequate
information.

Mr. Collins maintains that the Debtors' extension request will
not prejudice creditors.

The Court will convene a hearing on Aug. 12, 2008, to consider
the extension request.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of     
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Debtors' exclusive plan filing period expires on Sept. 2,
2008.  (Tropicana Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


TROPICANA ENT: Files Financial Records for Year Ended December 31
-----------------------------------------------------------------
Tropicana Entertainment LLC, Tropicana Finance Corp., CP
Laughlin Realty LLC, Columbia Properties Vicksburg LLC, and
JMBS Casino LLC filed with the U.S. Securities and Exchange
Commission their Form 10-K annual report pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 for the fiscal
year ended Dec. 31, 2007.

Tropicana Casino and Resorts Inc., or TCR owns 100% of the
issued and outstanding equity securities of Tropicana
Entertainment Holdings LLC.  TEH owns 100% of the issued and
outstanding equity securities of Tropicana Intermediate Holdings,
LLC.  TEIH owns 100% of the issued and outstanding securities of
Tropicana Entertainment.  Tropicana Entertainment, meanwhile,
owns 100% of the issued and outstanding equity securities of
Tropicana Finance.

Among others things, the Annual Report contains certain
consolidated financial statements of TCR, which is Tropicana
Entertainment's ultimate parent company and predecessor, as of
Dec. 31, 2006 and 2005, well as recent developments in
Tropicana's businesses, Tropicana senior vice president, chief
financial officer and treasurer Robert Kocienski relates.

Tropicana Entertainment and its affiliates filed for bankruptcy
protection in May 2008.  The bankruptcy filing was further
hastened by the denial of TCR's and Tropicana Entertainment's
applications for plenary authorization as casino holding
companies and the denial of the renewal of the existing license  
of Adamar of New Jersey, Inc., on Dec. 12, 2007, and the
subsequent events related to the New Jersey License Denials.
Adamar is an indirect subsidiary of Tropicana Entertainment and
Adamar owns the principal assets making up the Tropicana Casino
and Resort in Atlantic City, New Jersey.

Currently, the assets related to Tropicana Atlantic City are
presented as assets held for sale on the consolidated balance
sheet of Tropicana Entertainment, as of Dec. 31, 2007.  

The Casino Aztar Evansville located in Evansville, Indiana, is
also being currently held for sale as a result of recent
regulatory developments and an agreement entered into by William
Yung III.  

A full-text copy of Tropicana Entertainment's Annual 2007
Financial Report is available at no charge at:

http://www.sec.gov/Archives/edgar/data/1401300/000095013408013154
/d55361e10vk.htm

                  Tropicana Entertainment, LLC  
                  Consolidated Balance Sheets  
                   As of December 31,  2007

                             ASSETS  
  
Current Assets  
  Cash and cash equivalents                          $48,729,000
  Restricted cash                                     34,575,000
  Accounts receivable, net                             8,267,000
  Amounts due from related non-guarantor               1,024,000
    parties
  Amounts due from discontinued casinos                        0
  Inventories                                          3,144,000
  Income tax receivable                               13,094,000
  Prepaid expenses and other assets                    8,990,000
  Assets held for sale, including cash and            71,670,000
    cash equivalents of $39,519  
  Assets of casinos to be transferred,                         0
    including cash & equivalents of $1,185  
                                              ------------------  
Total Current Assets                                 189,493,000
  
Property and equipment, net                        1,252,516,000
Deposits and costs of pending acquisitions                     0
Goodwill, net of impairment charge of                 16,802,000
  $71,975 in 2007
Intangible assets, net of impairment and              70,403,000
  amortization  
Other assets, net                                     74,682,000
Deferred tax asset                                    34,115,000
Assets held for sale                               1,136,417,000
Assets of casinos to be transferred                            0
                                              ------------------  
Total Assets                                      $2,774,428,000
                                              ==================  
  
             LIABILITIES AND SHAREHOLDERS' DEFICIT  
  
Current Liabilities  
  Accounts payable                                   $21,727,000
  Amounts due to related parties                      35,701,000
  Amounts payable to discontinued casinos                      0
  Accrued expenses and other liabilities              86,490,000
  Liabilities of operations held for sale            109,219,000
  Liabilities related to casinos to be                         0
    transferred
  Notes payable to affiliate guarantors               12,000,000
  Current portion, long-term debt                  2,711,239,000
                                              ------------------  
Total Current Liabilities                          2,976,376,000
  
Long-term debt                                           105,000
Related party note payable                                     0
Other long-term liabilities                            6,894,000
Deferred tax liabilities                             236,642,000
Liabilities related to casinos to be                           0
  transferred  
                                              ------------------  
Total Liabilities                                  3,220,017,000
  
Minority interest in consolidated subsidiaries        11,983,000
Common stock                                                   0
Paid in capital                                                0
Retained earnings                                              0
Member's equity (deficit)                           (457,572,000)
                                              ------------------  
Total Liabilities & Member's Equity (Deficit)     $2,774,428,000
                                              ==================  
  
  
                    Tropicana Entertainment LLC  
               Consolidated Statements of Operations  
                For the year ended December 31, 2007

Operating Revenue  
  Casino                                            $347,218,000
  Rooms                                              109,712,000
  Food and beverage                                   85,301,000
  Other casino and hotel                              45,738,000
                                                ----------------
Total Operating Revenue                              587,969,000
Less promotional allowances                          (75,486,000)
                                                ----------------
Net Operating Revenue                                512,483,000
  
Operating Expenses  
  Casino                                              57,162,000
  Rooms                                               53,581,000
  Food and beverage                                   78,321,000
  Other casino and hotel                              20,210,000
  Utilities                                           19,679,000
  Marketing, advertising & casino promotions          30,925,000
  Repairs and maintenance                             12,540,000
  Insurance                                            6,887,000
  Property and local taxes                             6,803,000
  Gaming taxes and licenses                           46,829,000
  Casino and hotel administrative and general         31,318,000
  Corporate overhead                                  13,825,000
  Leased land and facilities                          11,610,000
  Loss on disposal of assets                             358,000
  Impairment charges for goodwill                     71,975,000
  Impairment charges for intangibles                 203,710,000
  Depreciation and amortization                       47,587,000
                                                ----------------
                                                     713,320,000
                                                ----------------
Income (loss) from operations                       (200,837,000)
  
Other Income (Expense)  
  Interest income                                      9,427,000
  Interest expense                                  (302,103,000)
  Loss from early extinguishment of debt              (2,799,000)
                                                ----------------
Total Other Expense                                 (295,475,000)
                                                ----------------
Income (loss) before income taxes and               (496,312,000)
  minority interest  
Income tax benefit, net                               85,602,000
Minority interest in net income of consolidated       (2,933,000)
  subsidiaries
                                                ----------------
Income (loss) from continuing operations            (413,643,000)
Loss from discontinued operations, assets held      (610,642,000)
  for sale  
Income (loss) from discontinued operations,                    0
  casinos to be transferred  
                                                ----------------  
NET INCOME (LOSS)                                ($1,024,285,000)
                                                ================  
  
  
                    Tropicana Entertainment LLC  
               Consolidated Statements of Cash Flows  
                      As of December 31, 2007

Cash Flows From Operating Activities:  
  Net income (loss)                              ($1,024,285,000)
  Adjustments to reconcile net income
  (loss) to net cash provided by
  operating activities:  
    Depreciation and amortization                     99,947,000
    Amortization of financing costs                   25,968,000
    Amortization of deferred rent                     (2,436,000)
    Impairment charges-continuing operations         275,685,000
    Impairment charges-discontinued operations       769,362,000
    Deferred income taxes, net of acquisition       (129,979,000)
    Increase (decrease) in deferred compensation       5,563,000
    Non-cash portion of casualty income-hurricane              0
    Insurance proceeds for property & eqpt.                    0
    Change in fair value of interest rate swap        39,518,000
    Non-cash portion of early extinguishment of debt   2,799,000
    Increase in accrued interest on related                    0
      party note payable  
    Write off of property and equipment                  364,000
    Write off of deposits and other costs                     0
    Minority interest in net income of                 2,933,000
      consolidated subsidiary  
  Changes in current assets and current
  liabilities, net of effects from purchase
  of hotels and casinos:  
    Accounts receivable                              (21,723,000)
    Inventories, prepaids and other assets           156,275,000
    Intercompany liability                               164,000
    Income taxes, net                                (12,602,000)
    Accounts payable, accrued expenses and           (99,771,000)
      other liabilities  
                                              ------------------
Net cash provided by operating activities             87,782,000
  
Cash Flows From Investing Activities:  
  Additions to property and equipment, net           (72,794,000)
  Insurance proceeds for property and eqpt                     0
  Aztar acquisition, net of cash acquired         (2,190,509,000)
  Deposits and costs related to acquisition        1,276,592,000
  Other changes, net                                     (90,000)
                                              ------------------
Net cash used in investing activities               (986,800,000)
  
Cash Flows From Financing Activities:  
  Proceeds from issuance of long-term debt         1,980,895,000
  Payments on long-term debt                      (1,088,446,000)
  Capital lease options                                  105,000
  Deposits into and accretion for restricted cash    (34,575,000)
  Payment of financing costs                         (76,022,000)
  Advances from related parties                       27,319,000
  Advances from affiliate guarantors                  12,000,000
  Proceeds from related party note payable                     0
  Contributions by member                            144,000,000
  Distribution to stockholder                                  0
  Cash retained by predecessor                       (11,415,000)
  Distribution to minority interest holders             (803,000)
                                              ------------------
Net cash provided by financing activities            953,058,000
  
Net increase (decrease) in cash and cash              54,040,000
  equivalents  
  
Cash and cash equivalents, including cash             
  and cash equivalent of discontinued
  operations and casinos to be transferred,
  beginning of period                                 34,207,000
                                              ------------------
Cash and cash equivalents, including cash            
  and cash equivalent of discontinued
  operations and casinos to be transferred,
  end of period                                      $88,247,000
                                              ==================

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of     
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Debtors' exclusive plan filing period expires on Sept. 2,
2008.

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


TROPICANA ENT: Wants Lease Decision Period Extended to December 1
-----------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the
deadline by which they must assume or reject unexpired non-
residential real property leases, through and including Dec. 1,
2008.

The Court has set a hearing for Aug. 12, 2008, to consider the
Debtors' request.

The Debtors do not believe they will be able to complete their
review by the current lease decision deadline of Sept. 2, 2008,
according to Mark D. Collins, Esq., at Richards Layton & Finger
P.A., in Wilmington, Delaware.

The Debtors and their non-debtor affiliates in the hotel and
casino business comprise one of the largest and most diversified
privately held hotel and casino gaming entertainment providers in
the United States.  They currently own, operate, or have
interests in 11 casino facilities in eight distinct gaming
markets, with five casinos is Nevada, three casinos is
Mississippi, and one casino in each of New Jersey, Indiana and
Louisiana, Mr. Collins relates.

The Debtors are in the process of analyzing their business
operations to determine which unexpired non-residential real
property leases to assume or reject.  However, on account of the
size and diversity of the Debtors' operations, the comprehensive
analysis of the Debtors' business operations that is necessary to
prudently determine whether to assume or reject the Unexpired
Leases will take time, Mr. Collins says.

Moreover, the Debtors continue to evaluate each of their casinos
to determine whether those units will play a role in their
operations going forward.  Each of those casino facilities
involve a number of unexpired non-residential real property
leases, including some of the Unexpired Leases, Mr. Collins tells
the Court.

As the status of those casino properties is not yet resolved, the
Debtors' analysis of any Unexpired Leases related to those
properties remains contingent, he continues.

A list of Tropicana's Unexpired Real Property Leases, which
aggregate more than 70, is available for free at:

   http://bankrupt.com/misc/Tropi_ListUnexpiredLeases1.pdf

The Debtors maintain that the Unexpired Leases are critical
assets of their estates and key to their successful
reorganization.  Mr. Collins avers that if the Debtors determine
that the sale of a casino property is in the best interest of
their estates, one or more of the Unexpired Leases will be an
important asset to that transaction.

Section 365(d)(4) of the Bankruptcy Code provides that an
unexpired lease of non-residential real property under which the
debtor is the lessee will be deemed rejected, and the trustee
will immediately surrender that non-residential real property to
the lessor, if the trustee does not assume or reject the
unexpired lease by the earlier of:

   (i) the date that is 120 days after the date of the for
       relief; or

  (ii) the date of the entry of an order confirming a plan.

Pursuant to Section 365(d)(4)(B), the court may extend the lease
decision period, prior to the expiration of the 120-day period,
for 90 days on the motion of the trustee or lessor for cause.

Mr. Collins assures the Court that the Debtors are currently
paying, and will continue to pay, for the postpetition rent
obligations of the Unexpired Leases.  He asserts that pending the
Debtors' decision to assume or reject the Unexpired Leases, the
Debtors are performing their obligations arising from and after
the Petition Date in a timely manner, to the extent required by
Section 365(d)(3).  There is no reason why the Debtors' proposed
extension of the lease decision deadline could or would unduly
prejudice the lessors of the Unexpired Leases, he points out.

Forcing the Debtors to make premature decisions with respect to
the Unexpired Leases would severely prejudice the Debtors and may
result in windfalls to the Lessors, Mr. Collins argues.

The Debtors say they will evaluate the economics of each
Unexpired Lease, in light of their developing business plan and
the eventual plan of reorganization, to determine whether the
assumption or rejection of each of the Unexpired Leases would
inure to the benefit of their estates.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of     
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Debtors' exclusive plan filing period expires on Sept. 2,
2008.

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


TRONOX WORLDWIDE: Moody's Cuts Corporate Family Rating to Caa2
--------------------------------------------------------------
Moody's Investors Service downgraded Tronox Worldwide LLC's
Corporate Family Rating to Caa2 from B3 the Probability of Default
Rating was lowered to Caa3 from B3.  In addition, Moody's
downgraded the company's secured revolver and term loan to B1 from
Ba3 and its unsecured notes to Caa3 from Caa1.  The speculative
grade liquidity rating was affirmed at SGL-4.  The rating remains
under review with negative implications.

The two notch downgrade for the CFR (following a one notch
downgrade in June of 2008) is due to the company's inability to
effect meaningful price increases to offset rapidly increasing
input costs that have caused operating margins to drop from 6% in
2006 to just below breakeven in 2007 and were still negative in
the second quarter of 2008.  This margin contraction is reflective
of both poor conditions in the housing industry, which is an
important end market for the coatings and PVC that use Tronox's
TiO2, and the unprecedented rise in input costs.  Tronox initiated
cost control programs, starting in mid 2006, that have reduced
cash costs by some $93 million cumulatively through June 30, 2008,
without which Tronox's operating performance would have been
significantly worse.

While the willingness of the banks to grant a waiver (and
subsequent third amendment) and work with management to provide
further covenant relief is positive for Tronox's liquidity, the
need for such relief, reflecting weakness in its ability to
generate free cash flow, continues to be a concern.  Furthermore,
Moody's is concerned that Tronox will need to adjust covenants
further to maintain access to the facility in 2009.  Moody's notes
that due to uncertainties regarding the continued escalation of
input costs and the global economic outlook, Tronox management is
unable to predict, with a reasonable level of certainty, if the
company will be able to achieve its financial covenants in the
first half of 2009.  As a result of Tronox's uncertainty
accounting guidance requires that the company's long-term debt be
reflected in current liabilities on the company's June 30, 2008,
balance sheet.

Moody's believes that the ratings are constrained by the prospect
of continuing weak operating performance, weakness in the housing
market, covenant compliance and liquidity related pressures, and
large legacy environmental liabilities (even as reserves on
existing active sites have been reduced).  Moody's believes that
these legacy environmental liabilities are unique in size and
complexity, and constitute a key negative factor when determining
the rating.

Uncertainty over weakening economic conditions in North America
along with one time charges was a driver for management's
successful effort in July 2008 to reach agreement with its banks
to amend its financial covenant's on its credit facility.  This
follows an earlier covenant amendment in February 2008 and March
of 2007.  Leverage ratios for the next three quarters of 2008 were
relaxed by more than half a turn to a peak of 5.55 times (from 4.9
times) before reducing in 2009.  In the second amendment interest
coverage was dropped by over 1.5 turns to 1.0 times in the first
two quarters of 2008 and to 0.80 times in the last two quarters
before increasing in 2009.  Tronox was in compliance with its new
covenants in the second quarter of 2008.  The proceeds from
proposed asset sales were not factored into the setting of these
covenant levels such that if successful the compliance headroom
could improve.  Still, the company's asset sale efforts in 2007
were delayed by both current capital market conditions related to
commercial land sale financings and the inability to reach a
satisfactory price on a sale of a foreign plant.

The ratings remain on review as Tronox has added specific new
management and consultants to aid the company in evaluating all
strategic alternatives to improve the business and address ongoing
challenges, including development opportunities, mitigation of
legacy liabilities, capital restructuring, land sales and all
other options available to it.  Specifically, Tronox has hired
financial advisor Rothschild Inc. to further assist in its
evaluation of strategic alternatives.  Moody's ongoing review will
attempt to gauge the chances that the company will be successful
in pursuing alternatives and options or that the current price
increases will offset the continuing cost increases.  A further
concern is Tronox's change in communication policy as noted on
their recent second quarter conference call on July 30, 2008.  As
Tronox continues to evaluate strategic alternatives for improving
their business and addressing the ongoing challenges the company
faces, and given that these initiatives are still being developed,
Tronox was not prepared, on the call, to answer questions
regarding this process, the company's strategies or long-term
outlook.  Moody's believes this change in policy elevates the
level of uncertainty surrounding the strategic alternatives being
considered.

The review also reflects Tronox's weakening business profile as
evidenced by the company's margin deterioration.  While Moody's
believes that Tronox is fundamentally a stronger credit over the
medium term than the Caa2 CFR would imply, Moody's recognizes that
Tronox has a sizeable market share, relatively modest debt
maturities, positive geographic diversity, and stable customer
relationships.  Moody's is focusing more on the company's near-
term performance due to the expectation of weaker credit metrics
in 2008/2009 and Moody's anticipation that the company may need to
renegotiate the recently amended financial covenants in its
revolver and term loan to maintain access to these facilities over
the next 12 months.  It is this prospect of further covenant
pressure along with reduced cash flows and lower cash balances
that has resulted in the speculative grade liquidity rating of
SGL-4 reflecting the prospect of weakening liquidity.  A
turnaround in the company's projected financial performance could
result in a positive rating action.  Conversely, weaker conditions
in the company's main end-markets, coatings and PVC, resulting in
weak product pricing and cash flows, could lead to lower ratings.

Downgrades:

Issuer: Tronox Worldwide LLC

  -- Corporate Family Rating, Downgraded to Caa2 from B3

  -- Probability of Default Rating, Downgraded to Caa3 from B3

  -- Senior Secured Bank Credit Facility, Downgraded to B1 from
     Ba3 from Ba2, 9 - LGD1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3
     from Caa1, 56 - LGD4

  -- Speculative Grade Liquidity Rating, Affirmed at SGL-4

Tronox Worldwide LLC is the third-largest global producer of TiO2,
a white pigment used in a wide range of products for its ability
to impart whiteness, brightness and opacity. TiO2 is used in a
variety of products including paints and coatings, plastics, paper
and consumer products. The company commands a 12% global market
share in TiO2, reporting sales of $1.5 billion for the twelve
months ended June 30, 2008.


UNICO INC: Gets $235,000 from Debentures Sale to Moore Investment
-----------------------------------------------------------------
Unico Incorporated received additional $235,000 in financing
through the sale of four new convertible debentures to Moore
Investment Holdings LLC, a Nevada limited liability company.

Unico received $330,000 total for the issuance of the Convertible
Debentures.  Each of the Convertible Debentures bears interest at
the rate of 8.0% per annum, is convertible to shares of Unico's
common stock at 50.0% of the bid price of Unico's common stock on
the date of conversion, and is due and payable 6 months from its
issue date.  These Convertible Debentures are substantially
identical in their terms to the Convertible Debentures issued by
Unico numerous times to unrelated third parties during the last
three years.

The funding is being utilized to continue upgrades and
improvements to the floatation circuit at the mill and processing
facility at the Deer Trail Mine in Marysvale, Utah.  Unico's  
subsidiary, Deer Trail Mining Company LLC completed the floatation
circuit at the mill and processing facility at the Deer Trail
Mine.  Repairs and improvements have been undertaken in order to
facilitate more effective and efficient operations at the mill,
and the company looks forward to the next steps at the facility,
which are expected to include the production of concentrates.

The $235,000 in funding includes convertible debentures of $10,000
dated July 14, 2008; $25,000 dated July 16, 2008; $100,000 dated
July 18, 2008; and $100,000 dated July 23, 2008.

Including the $235,000 received as a result of these debentures,
Unico has received a total of $1,415,000 in financing since the
beginning of the 2008 calendar year to help stimulate operations
at the Deer Trail Mine.

"This funding comes at an important time for the company as we
complete upgrades and refinements to the floatation circuit at the
Deer Trail mill facility," Mark A. Lopez, chief executive officer
of Unico Inc., stated.  "We expect to provide additional
information on the status of our project at the Deer Trail Mine in
the coming days, including preparations for potential future
underground mining activities at the site."

                        About Unico Inc.

Headquartered in San Diego, California, Unico Inc. (OTC BB: UNCO)
-- http://www.unicomining.com/-- is a publicly traded natural    
resource company in the precious metals mining sector that is
focused on the exploration, development and production of gold,
silver, lead, zinc, and copper concentrates at its two mine
properties: the Deer Trail Mine and the Silver Bell Mine.

As reported in the Troubled Company Reporter on July 21, 2008,
Unico Incorporated's consolidated balance sheet at May 31, 2008,
showed $6,644,783 in total assets and $16,809,803 in total
liabilities, resulting in a $10,165,020 stockholders' deficit.

At May 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $46,724 in total current assets
available to pay $16,809,803 in total current liabilities.

                       Going Concern Doubt

HJ Associates & Consultants LLP, in Salt Lake City, expressed
substantial doubt about Unico Incorporated's ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Feb. 29, 2008.  The
auditing firm pointed to the company's significant losses,
accumulated deficit and deficit in working capital.

The company has incurred losses of $62,436,208 from its inception
through May 31, 2008.  It has not established any revenues with
which to cover its operating costs and to allow it to continue as
a going concern.   


VICORP RESTAURANTS: May Implement Three Management Incentive Plans
------------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware approved an incentive plan proposed by V.I.
Acquisition Corp. and VICORP Restaurants, Inc.

The Debtors have told the Court that they want to ensure that
their core businesses emerge from chapter 11 stronger and more
viable.  To that end, the Debtors have identified specific
performance and financial objectives.  Each of these steps is
currently being overseen by senior level or key employees, also
known as eligible employees, at the Debtors' headquarters or at
the Debtors' business units.  Each of these eligible employees is
a senior management employee who is actively involved in ensuring
the Debtors emerge from bankruptcy.  The Debtors have said that
there are 45 eligible employees for its benefit payment under one
or more of their proposed management incentive plans.  An eligible
employee who participates in one or more than one incentive plan
may become eligible for a benefit payment only if the relevant
performance or financial goal of the applicable incentive plan is
satisfied.

The Debtors have related that prior to the bankruptcy filing,
eligible employees have been overseeing the shutdown of stores and
the transition of the Debtors from a chain of 235 to 300 company-
owned restaurants.

                    Management Incentive Plans

The Debtors have developed:

     (i) the Enterprise Executives Plan -- for the enterprise
         executives whose bonuses are tied to the success of the
         entire enterprise.  This covers about 11 key senior
         management positions.  Each enterprise executive is
         eligible to receive up to four incentive payments (1)
         an initial benefit payment at the conclusion of the
         Debtors' third fiscal quarter (July 10, 2008) equal to
         40% of the overall benefit payment, (2) 30% of the
         overall benefit payment at the conclusion of the
         Debtors' fiscal ear 2008 (Oct. 30, 2008), (3) 30% of
         the overall benefit payment at the Debtors' emergence
         from chapter 11 by virtue of a confirmed chapter 11
         plan, and (4) based upon the Debtors' achievement of
         certain AEBITDA targets payable when the Debtors'
         audited financial statements for 2008 are produced
         (around January or February 2009);

    (ii) the Enterprise Managers Incentive Plan -- for enterprise
         managers whose bonuses are tied to the success of the
         entire enterprise.  This covers about 24 management
         positions in one of the three business units that make
         up Vicorp. ; and

   (iii) the Business Unit Incentive Plans -- composed of the
         VICOM Division Incentive Plan, the Village Inn Division
         Incentive Plan and the Bakers Square Division Incentive
         Plan.  This covers about 25 individuals who are either
         regional vice presidents, district managers, director
         level managers, and franchise consultants.

The management incentive plans are substantially similar to the
Debtors' prepetition management incentive plans, but actually are
more modest in potential payout.  The redacted versions of each
management incentive plans do not contain the names or salary
levels of the eligible employees.

The aggregate maximum amount to be paid out in connection with the
initial benefit payment is $124,000, or 40% of $310,000 (overall
benefit payment) with payments for individual enterprise
executives ranging from $10,000 to $26,000.  The second and third
benefit payments each aggregate $93,000, or 30% of $310,000.  The
target amount of AEBITDA benefit payment will be baed upon an
enterprise executive's salary as of Jan. 1, 2008, as well as
actual AEBITDA achieved by the Debtors.  The highest AEBITDA
benefit payment is earned when the Debtors achieve an actual
AEBITDA for 2008 that is 120% or more than the target.

The aggregate benefit payment payable to the eligible VICOM
Division employees is between $77,468 and $335,697.  The aggregate
benefit payment to the eligible Village Inn Division employees is
between $44,362 and $192,236.  The aggregate benefit payment to
the eligible Bakers Square Division is between $30,656 and
$132,844.

The aggregate benefit payment to the eligible enterprise managers
is between $101,874 and $441,455.

Mr. Hazem Ouf, the Debtors' new president and chief restructuring
officer, has reviewed the management incentive plans, and is
supportive of their adoption and implementation, the Debtors have
said.
                                                                                                                             
                     About VICORP Restaurants

Based in Denver, Colorado, VICORP Restaurants Inc. --
http://www.vicorpinc.com/-- operates two restaurant concepts        
under proven and well-recognized brands, Village Inn and Bakers
Square.  Founded in 1958, VICORP has 343 restaurants in 25 states,
consisting of 250 company-operated restaurants and 93 franchised
restaurants.  Known for its strong breakfast heritage, Village Inn
has been serving its signature breakfast items like one-of-a-kind
skillet dishes and made-from-scratch pancakes for 50 years. In
addition, Village Inn offers traditional American fare for lunch
and dinner.

The company and its affiliates filed for Chapter 11 protection on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Donna L.
Culver, Esq., at Morris Nichols Arsht & Tunnell, and Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, represents the Debtors in their
restructuring efforts.   The Debtors selected The Garden City
Group, Inc. as their claims agent.  The U.S. Trustee for Region 3,
appointed seven members to the Official Committee of Unsecured
Creditors in the Debtors' cases.  Abhilash M. Raval, Esq., Dennis
Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley &
McCloy LLP, represent the Committee in these case.

When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of $100 million to $500 million.


VICORP RESTAURANTS: General Claims Bar Date Set for September 5
---------------------------------------------------------------
Creditors holding general claims against V.I. Acquisition Corp.
and VICORP Restaurants, Inc. have until 5:00 p.m. of Sept. 5,
2008, to file their proofs of claim.

Governmental units holding claims against the Debtors have until
Sept. 30, 2008, at 5:00 p.m., to file their proofs of claim.

Proofs of claim must be sent to:

   The Garden City Group, Inc.
   Attn: V.I. Acquisition Corp. Claims Processing
   P.O. Box 9000 #6502
   Merrick, NY 11566-9000

   or

   The Garden City Group, Inc.
   Attn: V.I. Acquisition Corp. Claims Processing
   105 Maxess Road
   Melville, NY 11747

                     About VICORP Restaurants

Based in Denver, Colorado, VICORP Restaurants Inc. --
http://www.vicorpinc.com/-- operates two restaurant concepts        
under proven and well-recognized brands, Village Inn and Bakers
Square.  Founded in 1958, VICORP has 343 restaurants in 25 states,
consisting of 250 company-operated restaurants and 93 franchised
restaurants.  Known for its strong breakfast heritage, Village Inn
has been serving its signature breakfast items like one-of-a-kind
skillet dishes and made-from-scratch pancakes for 50 years. In
addition, Village Inn offers traditional American fare for lunch
and dinner.

The company and its affiliates filed for Chapter 11 protection on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Donna L.
Culver, Esq., at Morris Nichols Arsht & Tunnell, and Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, represents the Debtors in their
restructuring efforts.   The Debtors selected The Garden City
Group, Inc. as their claims agent.  The U.S. Trustee for Region 3,
appointed seven members to the Official Committee of Unsecured
Creditors in the Debtors' cases.  Abhilash M. Raval, Esq., Dennis
Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley &
McCloy LLP, represent the Committee in these case.

When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of $100 million to $500 million.


VOICESERVE INC: Michael T Studer Raises Going Concern Doubt
-----------------------------------------------------------
Michael T. Studer CPA P.C. raised substantial doubt about
Voiceserve, Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
March 31, 2008.  According to the auditor, "the company's present
financial situation raises substantial doubt about its ability to
continue as a going concern."

The company reported a net loss of $835,597 on total operating
revenues of $934,482 for the year ended March 31, 2008, as
compared with a net loss of $618,931 on total operating revenues
of $152,965 in the prior year.

Management related that as of March 31, 2008, the company had
negative working capital of $218,231.  Further, since inception,
the company has incurred losses of $1,957,700.  These factors
create uncertainty as to the company's ability to continue as a
going concern.  The company plans to improve its financial
condition by raising capital through sales of shares of its common
stock.  Also, the company plans to pursue new customers and
certain acquisition prospects to attain profitable operations.  
However, there is no assurance that the company will be successful
in accomplishing these objectives.  

At March 31, 2008, the company's balance sheet showed $2,799,842
in total assets, $496,968 in total liabilities, and $2,302,874 in
total stockholders' equity.  However, the company's consolidated
balance sheet at March 31, 2008, showed strained liquidity with
$278,737 in total current assets available to pay $496,968 in
total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?304e

                       About Voiceserve Inc.

Voiceserve, Inc. (OTCBB: VSRV) is a holding company for its wholly
owned subsidiaries VoiceServe Limited and VoipSwitch, Inc.,
Limited, is engaged in the telephone communications business.
Limited offers customers through its software voice calls over the
Internet.  The software allows computer users to access the
company's exchange via the Internet and through the exchange
connect with numerous sources of telephone communications.  Since
Jan. 15, 2008, Limited has also licensed VoipSwitch software
systems.  On Jan. 15, 2008, VoiceServe acquired 100% of
VoipSwitch.  VoipSwitch licenses software systems (online
telephony management applications) to customers online.


WCI COMMUNITIES: Files for Bankruptcy; Terminates $125MM Offering
-----------------------------------------------------------------
WCI Communities, Inc. and 126 of its wholly-owned subsidiaries
filed voluntary petitions for Chapter 11 protection before the
U.S. Bankruptcy Court for the District of Delaware in Wilmington
to restructure debt and capital.  Excluded from the filing is the
company's Watermark real estate brokerage, which does business as
Prudential Florida WCI Realty, as well as its WCI Mortgage
business and certain other joint ventures in which WCI is a
partner.

Prudential Florida WCI Realty will continue to provide a full menu
of real estate services, including new home and resale brokerage
services, as well as foreclosure and rental management services.
The company said realtors, brokers and customers will see no
interruption in these services.  All commissions and other
obligations will be honored and paid.  

WCI Mortgage, an affiliate of Well Fargo Home Mortgage, will
continue to offer competitive mortgage packages and will honor all
of its existing obligations.

Carl C. Icahn, chairman of WCI's Board of Directors said, "The
company, with all diligence, has attempted to avoid a bankruptcy
filing.  However, the filing became necessary because of the
recent failed effort to obtain financing and the recognition that
the company's entire $1.8 billion of debt may soon be in default.
This was confirmed when certain holders of the company's
$125 million convertible notes informed the company that they
rejected its exchange offer and instead insisted on being paid in
cash in full on August 5, 2008."

              Mr. Icahn Lost $120MM, WSJ Source Says

WCI Communities' bankruptcy is a blow to Mr. Icahn, Michael
Corkery at The Wall Street Journal reports.  The Journal, citing a
person familiar with the matter, says Mr. Icahn lost approximately
$120 million on his WCI investment, or about 1% to 1.5% of his
hedge fund, Icahn Associates.

The Journal notes that Mr. Icahn first disclosed a significant
stake in WCI in late 2006 and a few months later suggested the
company's shares were undervalued and that Florida's demographics
would lead to a "medium to long-term" housing rebound.

"It's a small percent of the fund, and obviously you can't win
them all," the Journal quotes Mr. Icahn as saying.  "Like a lot of
these things over the years, it's always darkest before dawn.  
There still might be a few hours before a dawn, but I believe
eventually there will be large amounts of money to be made in
distressed real-estate companies."

According to the Journal, housing-research firm Zelman &
Associates, at the end of the first quarter, WCI had a debt to
capital ratio of 84% compared to the median ratio of 48% among
other large builders.

The Journal says the bondholders' demand that WCI pay $125 million
in cash by August 5 was the last straw.  WCI offered to exchange
unsecured debt for secured notes but the bondholders rejected it.  
The Journal relates WCI also tried to arrange financing through an
investment bank to obtain needed cash, but it couldn't reach a
deal.

"The banks are not afraid to force a company to Chapter 11 when
the asset values are not worth enough to keep a company a going
concern," Ivy Zelman, chief executive of Zelman & Associates, told
the Journal.  "Cash flow will only get a builder through for so
long."

        CEO Starkey to Resign, David Fry Named Interim CEO

WCI also announced that it and Jerry L. Starkey, who served as
WCI's chief executive officer since 2005, mutually determined
that, with the company going in a new direction and operating in
bankruptcy, it is time for new leadership at the CEO level.  
Accordingly, Mr. Starkey will leave the company effective
immediately.  The company said that it and its Board thanked Mr.
Starkey for the work that he has done to make WCI a recognized
industry leader.  He will continue to be available for
consultation and cooperation with the company as necessary.  The
company and Mr. Starkey have agreed upon a mutually satisfactory
severance package.

David L. Fry, 48, has been appointed by the Board to act as
interim president and chief executive officer, pending the
selection of a permanent CEO.  The Board intends to commence its
search for a new chief executive officer and president
immediately.  Mr. Fry joined WCI in 1995 and was appointed as
chief operating officer in November 2007.  In addition to his new
responsibilities, Mr. Fry will continue to be responsible for
WCI's operations nationwide.

  Company Operations to Continue; Post-Petition Funds Available

In advance of the filing, the company reached a definitive
agreement with its principal secured lenders regarding the terms
on which the company will have access to over $50 million of cash
on hand to continue operating its business on an interim basis.  A
motion for approval of that arrangement has been filed with the
Bankruptcy Court.

In addition, WCI has received a proposal from certain of its
senior lenders to provide an additional $100 million of excess
liquidity through a debtor in possession loan facility.  WCI and
its lenders are in advanced stages of negotiations regarding the
terms of the proposal, which if accepted by WCI, would be subject
to definitive documentation and Court approval.

"While WCI remains cash-flow positive and our asset base is
strong, our ongoing operations have been adversely impacted by the
continuing downturn in the real estate sector and the overall
economy," Mr. Fry, said.  

"Like other large homebuilders across the country, WCI continues
to experience declines both in pricing and the sale of new homes
and condominiums, as well as dramatic increases in cancellation
rates.  "As a result, we need to restructure our debt and bring
our capital structure in line with today's marketplace realities.  
We believe Chapter 11 provides the most efficient and timely
process for accomplishing this," he said.

"Day-to-day operations will continue as usual, while we work with
our stakeholders to restructure the balance sheet," Mr. Fry said.  
"We will continue to sell, build and deliver homes without
interruption.  Construction and sales activities will continue;
employees will come to work and be paid."

         Recreational Amenities and Services to Continue

"As always," Mr. Fry said, "Customer satisfaction remains our
number one priority and WCI's high standards of excellence and its
commitment to providing customers with extraordinary lifestyle
experiences will continue."

Mr. Fry said that recreational amenities and services at each of
the company's clubs and community associations will also continue,
adding that the company has requested Court permission to continue
to pay the full amount of its dues and deficit obligations to its
various community associations and clubs.

The company is also seeking Court approval to establish procedures
to pay valid lien claims as they come due and to sell homes free
and clear of all liens to ensure that ongoing home sales
activities continue uninterrupted.  Additionally, the company has
asked the Court to confirm that all funds deposited by buyers in
First Fidelity, the company's title insurance company, can be
distributed at closing.

WCI has taken steps to ensure that all of its customer programs
continue without interruption, including its comprehensive
warranties.  It is currently in final negotiations with one of its
present insurers, AIG, to provide a supplemental warranty at no
cost to those WCI Communities homebuyers with contracts of sale
currently in force, as well as those customers who enter into new
contracts with the company.  Once coverage is in place, in the
unlikely event that the company cannot perform under its
obligations to eligible homebuyers, AIG will perform the company's
warranty obligations as provided by the terms of the supplemental
warranty.

                      Note Offering Terminated

Along with its Chapter 11 filing, WCI Communities is terminating
its offer to exchange $125 million of 4.0% contingent convertible
senior subordinated notes due 2023.  In accordance with the terms
of the offering, WCI Communities will instruct the exchange agent
to return the notes, which were tendered for their exchange, to
their respective tendering bondholders.

                     About WCI Communities, Inc.

WCI Communities Inc. (NYSE: WCI) -- http://www.wcicommunities.com/    
-- named America's Best Builder in 2004 by the National
Association of Home Builders and Builder Magazine, has been
creating amenity-rich, master-planned lifestyle communities since
1946.  Florida-based WCI caters to primary, retirement, and
second-home buyers in Florida, New York, New Jersey, Connecticut,
Maryland and Virginia.  

The company offers traditional and tower home choices with prices
from the high-$100,000s to more than $10 million and features a
wide array of recreational amenities in its communities.  In
addition to homebuilding, WCI generates revenues from its
Prudential Florida WCI Realty Division, and title businesses, and
its recreational amenities, as well as through land sales and
joint ventures.  The company currently owns and controls
developable land on which the company plans to build over 15,000
traditional and tower homes.


WCI COMMUNITIES: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: WCI Communities, Inc.
             24301 Walden Center Drive
             Bonita Springs, Florida 34134
             Tel: (800) 924-1890

Bankruptcy Case No.: 08-11643

126 Debtor-affiliates filing separate Chapter 11 petitions:

  Case No.  Debtor Entity
  --------  -------------
  08-11644  Communities Home Builders, Inc.
  08-11645  New Home & Land Company LLC
  08-11646  Bay Colony-Gateway, Inc.
  08-11647  East Fishkill Development LLC
  08-11648  Hunting Ridge III, LLC
  08-11649  Bay Colony of Naples, Inc.
  08-11650  Fair Oaks Parkway, LLC
  08-11651  Spectrum PDC Corp.
  08-11652  Community Specialized Services, Inc.
  08-11653  Gateway Communities, Inc.
  08-11654  Renaissance at Beacon Hill II, LLC
  08-11655  First Fidelity Title, Inc.
  08-11656  Pelican Bay Properties, Inc.
  08-11657  Bay Colony Realty Associates, Inc.
  08-11658  Florida Design Communities, Inc.
  08-11659  JYC Holdings, Inc.
  08-11660  Renaissance at Bellview Road, LLC
  08-11661  Coral Ridge Communities, Inc.
  08-11662  Spectrum Customer Care, Inc.
  08-11663  Carpentry Management Associates, LLC
  08-11664  Renaissance Custom Communities, LLC
  08-11665  Spectrum Valimar Corp.
  08-11666  Florida Lifestyle Management Company
  08-11667  Gateway Realty Sales, Inc.
  08-11668  Pelican Landing Communities, Inc.
  08-11669  Renaissance at Bridges of Oakton II, LLC
  08-11670  Renaissance at Roseland, Inc.
  08-11671  Florida National Properties, Inc.
  08-11672  The Colony at Pelican Landing Golf Club, Inc.
  08-11673  Lake Grove Home & Land Company LLC
  08-11674  Renaissance at Hunting Hills, LLC
  08-11675  Coral Ridge Properties, Inc.
  08-11676  Renaissance Holdings Corp
  08-11677  Spectrum-Irvington Corp.
  08-11678  GC Assets of Nassau, Inc.
  08-11679  Spectrum Design Studio, Inc.
  08-11680  Renaissance at Cardinal Forest, LLC
  08-11681  Gateway Communications Services, Inc.
  08-11682  Communities Amenities, Inc.
  08-11683  Pelican Landing Properties, Inc.
  08-11684  Mansion Ridge Home & Land Company, LLC
  08-11685  Coral Ridge Realty, Inc.
  08-11686  Spectrum-Riverwoods Corp.
  08-11687  Renaissance at Evergreen Mills Road, LLC
  08-11688  Renaissance at Kings Crossing, LLC
  08-11689  Renaissance at Rugby Road, LLC
  08-11690  Spectrum FS Corp.
  08-11691  Communities Finance Company, LLC
  08-11692  Renaissance Housing Corp.
  08-11693  Pelican Marsh Properties, Inc.
  08-11694  Renaissance at Foxhall, LLC
  08-11695  Spectrum Glen Cove Corp.
  08-11696  Sun City Center Golf Properties, Inc.
  08-11697  Renaissance at Rugby Road II, LLC
  08-11698  (The) Mansion Ridge Sewer Co., Inc.
  08-11699  Coral Ridge Realty Sales, Inc.
  08-11700  WCI Amenities, Inc.
  08-11701  Renaissance at Lake Manassas, LLC
  08-11702  Poplar Tree, LLC
  08-11703  WCI Homes Northeast, Inc.
  08-11704  Renaissance Land, LLC
  08-11705  Renaissance at Georgetown Pike, LLC
  08-11706  Sun City Center Realty, Inc.
  08-11707  Spectrum Holmdel Corp.
  08-11708  Renaissance at South River, Inc.
  08-11709  Marbella at Pelican Bay, Inc.
  08-11710  Heron Bay, Inc.
  08-11711  Renaissance at Oak Creek Club, LLC
  08-11712  Resort at Singer Island Properties, Inc.
  08-11713  WCI Realty, Inc.
  08-11714  WCI Architecture & Land Planning, Inc.
  08-11715  Dix Hills Home & Land Company, LLC
  08-11716  Tarpon Cove Realty, Inc.
  08-11717  Spectrum Kensington LLC
  08-11718  Renaissance at the Bridges of Oakton, LLC
  08-11719  Renaissance at Beacon Hill, LLC
  08-11720  WCI Northeast Real Estate Development, LLC
  08-11721  Heron Bay Golf Course Properties, Inc.
  08-11722  MHI-Rugby Road, L.L.C.
  08-11723  Reston Bulding Company, LLC
  08-11724  WCI Realty Connecticut, Inc.
  08-11725  WCI Business Development, Inc.
  08-11726  Spectrum Lake Grove, LLC
  08-11727  WCI Realty Maryland, Inc.
  08-11728  Renaissance at The Oaks, LLC
  08-11729  WCI Hunter Mill, LLC
  08-11730  Tarpon Cove Yacht & Racquet Club, Inc.
  08-11731  Hopewell Crossing Home & Land Company, LLC
  08-11732  RMH, LLC
  08-11733  WCI Northeast U.S. Region, LLC
  08-11734  WCI Marketing, Inc.
  08-11735  Spectrum Landing Corp.
  08-11736  Renaissance at Oakton Glen, LLC
  08-11737  WCI Realty New Jersey, Inc.
  08-11738  (The) Valimar Home & Land Company, LLC
  08-11739  WCI Pompano Beach, Inc.
  08-11740  WCI Capital Corporation
  08-11741  Sarasota Tower, Inc.
  08-11742  Renaissance at Occoquan Walk, LLC
  08-11743  WCI Realty New York, Inc.
  08-11744  Spectrum Long Beach, LLC
  08-11745  WCI Ireland Inn Corp.
  08-11746  Hunting Ridge II, LLC
  08-11747  WCI Mid-Atlantic U.S. Region, Inc.
  08-11748  Watermark Realty Referral, Inc.
  08-11749  Southbury Home & Land Company LLC
  08-11750  WCI Title, Inc.
  08-11751  Renaissance at River Creek, Inc.
  08-11752  Spectrum North Bergen LLC
  08-11753  WCI Communities Property Management, Inc.
  08-11754  Spectrum Construction Corp.
  08-11755  WCI Towers, Inc.
  08-11756  Renaissance at River Creek II, LLC
  08-11758  WCI Towers Mid-Atlantic USA, Inc.
  08-11759  Renaissance at Timberlake, LLC
  08-11760  Renaissance at Timberlake II, LLC
  08-11761  WCI Custom Homes, LLC
  08-11762  WCI Homebuilding, Inc.
  08-11763  Renaissance at River Creek Towns, LLC
  08-11764  WCI Towers Northeast USA, Inc.
  08-11765  WCI Homes, Inc.
  08-11766  Renaissance Centro Arlington, LLC
  08-11767  Renaissance at River Creek Villas, Inc.
  08-11768  WCI Golf Group, Inc.
  08-11769  WCI Homebuilding Northeast, U.S., Inc.
  08-11770  Renaissance Centro Columbia, LLC

Type of Business:  WCI Communities, Inc. --
                   http://www.wcicommunities.com/-- is a fully
                   integrated homebuilding and real estate
                   services company.  It has operations in
                   Florida, New York, New Jersey, Connecticut,
                   Massachusetts, Virginia and Maryland.  The
                   company directly employs roughly 1,800 people,
                   as well as roughly 1,800 sales representatives
                   as independent contract employees.

Chapter 11 Petition Date: August 4, 2008

Bankruptcy Court:      United States Bankruptcy Court
                       District of Delaware
                       824 North Market Street, 3rd Floor
                       Wilmington, Delaware 19801

Bankruptcy Judge:      Hon. Kevin J. Carey

Debtors' Lead
Bankruptcy Counsel:    Thomas E. Lauria, Esq.
                       Frank L. Eaton, Esq.
                       Linda M. Leali, Esq.
                       White & Case LLP
                       Wachovia Financial Center
                       200 South Biscayne Boulevard, Suite 4900
                       Miami, Florida 33131-2352
                       http://www.whitecase.com
                       Tel: (305) 371-2700
                       Fax: (305) 358-5744

Debtors' Local
Bankruptcy Counsel:    Eric Michael Sutty, Esq.
                       Jeffrey M. Schlerf, Esq.
                       Bayard, P.A.
                       222 Delaware Avenue, Suite 900
                       Wilminton, Delaware 19899
                       http://www.bayardfirm.com/
                       Tel: (302) 655-5000
                       Fax: (302) 658-6395

Debtors' Financial
Advisors:              Lazard Freres & Co.

Debtors' Claims &
Notice Agent:          Epiq Bankruptcy Solutions LLC

WCI Communities' Financial Condition as at June 30, 2008:

Total Assets: $2,178,179,000

Total Debts:  $1,915,034,000

Debtors' consolidated list of 30 largest unsecured creditors:

   Entity                      Nature of Claim           Amount
   ------                      ---------------           ------
The Bank of New York,          Bonds, Senior       $200,000,000
as Trustee                    Subordinated 9.12%  in principal
101 Barclay Stret,             due 2012
Floor 21 West
New York, NY 10286
Attn: Corporate Trust
Administration
Tel: (800) 254-2826
Fax: (212) 815-5915

The Bank of New York           Bond, Senior        $200,000,000
Trust Company, N.A.,           Subordinated,       in principal
as Trustee                    6.625% due
10161 Centurion Parkway        2015
Jacksonville, FL 32256
Attn: Corporate Trust
Administration
Ref: WCI Notes due 2015
Tel: (800) 830-0549
Fax: (904) 645-1921

The Bank of New York,          Bonds, Senior       $125,000,000
as Trustee                    Subordinated        in principal
101 Barclay Stret,             7.875% due 2013
Floor 8 West
New York, NY 10286
Attn: Corporate Trust
Administration
Ref: WCI Notes due 2013
Tel: (800) 254-2826
Fax: (212) 815-5707

The Bank of New York,          Bonds, Contingent   $125,000,000
as Trustee                    Convertible Senior  in principal
101 Barclay Stret,             Subordinated,  
Floor 8 West                   4%, Due 2023
New York, NY 10286
Attn: Corporate Trust
Administration
(WCI Communities, Inc.
4.0% Contingent Convertible
Senior Sub Notes due 2013)
Tel: (800) 254-2826
Fax: (212) 815-5707

JPMorgan Chase Bank,           Bonds, Junior       $100,000,000
National Association          Subordinated        in principal
as trustee                    7.25% through  
600 Travis, 50th Floor         2015 and thereafter
Houston, TX 77002              at a variable
Attn: Worldwide Securities     rate due 2035
Services -- WCI Communities
Inc.
Tel: (713) 216-3776
Fax: (713) 216-5628

JPMorgan Chase Bank,           Bonds, Junior        $65,000,000
National Association          Subordinated        in principal
as trustee                    7.54% through  
600 Travis, 50th Floor         2016 and thereafter
Houston, TX 77002              at a variable
Attn: Worldwide Securities     rate due 2036
Services -- WCI Communities
Inc.
Tel: (713) 216-3776
Fax: (713) 216-5628

Key Bank National              Swap                 $10,235,968
Association
127 Public Square
OH-01-27-0405
Cleveland, OH 44114-1306
Attn: Interest Rate Risk
Management                 
Tel: (216) 689-8299
Fax: (216) 689-8299

Regent International           Pre-opening           $2,986,000
Hotels, Inc.                   Expenses
NW 7240
PO Box 1450
Minneapolis, MN 55485
Tel: (763) 212-1124
Fax: (463) 212-5042

Regent Bal Harbour             Management              $533,000
Management LLC                 Services
10295 Collins Avenue
Bal Harbour, FL 33154
Tel: (305) 455-5455
Fax: (786) 515-6330

Starwood Hotels and            Management              $400,000
Resorts Worldwide              Services
2231 Camelback Road,
Suite 400
Phoenix, AZ 85016
Tel: (602) 522-5698
Fax: (602) 522-0450

Carlton Fields                 Legal services           $94,509

LRA Worldwide Inc              Trade                    $79,394

Sysco Food Services-West       Trade                    $71,941

Victory Security Agency        Trade                    $49,517

The Signal Group               Trade                    $48,230
(Signal Group, Inc.)

Roberts Printing               Trade                    $47,736

Helena Chemical Co.            Trade                    $40,642

Hawk Design Inc.               Trade                    $37,355

Net Results Consulting         Trade                    $31,792

Dow Agro Sciences LLC          Trade                    $29,005

Lesco Inc.                     Trade                    $27,689

Pilar Services, Inc.           Trade                    $25,868

Howard Fertilizer &            Trade                    $22,302
Chemical Co., Inc.

Maxigraphics                   Trade                    $22,000

E-Z Go Division of Textron     Trade                    $21,174

T-Gill Fuels, Inc.             Trade                    $20,306

Journal News (The)             Trade                    $19,173

Harrell's Fertilizer           Trade                    $19,071

Fleetwing Corporation          Trade                    $19,003

Titleist & Foot-Joy Worldwide  Trade                    $17,368


XM SATELLITE: Moody's Assigns Caa1 Rating to $400MM Notes Due 2014
------------------------------------------------------------------
Moody's Investors Service on July 23, 2008, assigned a Caa1 rating
to XM Satellite Radio Inc.'s $400 million senior notes due 2014.  
In addition, Moody's has placed all ratings for XM Satellite Radio
Holdings and its subsidiary, XM Satellite Radio Inc., including
the rating on the senior notes due 2014, under review for possible
downgrade.

The senior notes due 2014 will be initially issued by XM Escrow
LLC.  XM Escrow will be merged into XM, upon completion of the
merger of Holdings with a subsidiary of Sirius Satellite Radio
Inc. and the refinancing of certain indebtedness of XM.  The notes
will become effective upon completion of the merger of XM Escrow
into XM.

Moody's notes that the proposed merger between Holdings and Sirius
remains subject to FCC approval.  The merger is expected to yield
significant revenue and cost synergies as the combined entity is
expected to have greater leverage with its OEM partners, retailers
and content providers/talent, and will offer a substantially wider
audience to advertisers.  Additionally, management believes the
combined company will be better positioned to compete in the
rapidly evolving audio entertainment industry.  However, Moody's
believes that the realization of these synergies carries
considerable execution risk and its impact on the credit metrics
will be dependent on the size and timing of these synergies as
well as costs associated with realizing these synergies.

The review for downgrade reflects the continued cash burn at both
Holdings and Sirius, uncertainty surrounding the time and
magnitude of synergies and therefore achievement of positive free
cash flow, as well as Moody's concerns regarding the significant
debt maturities (at both Holdings and Sirius) in 2009 which
Moody's believes present considerable refinancing risk.

Ratings assigned:

XM Satellite Radio, Inc.

$400 million Senior notes due 2014 -- Assigned Caa1 (LGD 3, 44%),
Under

Review for Downgrade

Ratings under review for downgrade :

XM Satellite Radio Holdings, Inc.

Corporate Family Rating, Caa1

Probability-of-default rating, Caa1

1.75% convertible senior notes due 2009, Caa3 (LGD 5, 89%)

XM Satellite Radio, Inc.

secured revolver, B1 (LGD1, 5%)

senior floating rate notes due 2013, Caa1 (LGD 3, 49%)

9.75% senior notes due 2014, Caa1 (LGD 3, 49%)

XM Satellite Radio Holdings, Inc., located in Washington D.C., is
a satellite radio broadcaster.


ZIFF DAVIS: Administrative, Professional Fee Claims Due Aug. 15
---------------------------------------------------------------
Jason Young, chief executive officer of Ziff Davis Media Inc. ,
confirmed that the company emerged from bankruptcy on July 1,
2008, but considered Ziff Davis' June 18 press statement
announcing the Plan Confirmation as its official exit
announcement.  

Based on an affidavit filed in Court by a representative of the
Wall Street Journal, Ziff Davis published in WSJ on July 16,
2008, a notice to its creditors informing them of the company's
exit from Chapter 11 on July 1.  Ziff Davis' Plan was confirmed
on June 18.

Ziff Davis informed parties-in-interest that all requests for
payment of administrative claims and professional fee claims must
be filed with its claims agent, BMC Group, Inc., by August 15,
2008, at:

   Ziff Davis Media Inc., et al.,
   c/o BMC Group Claims Agent
   444 N. Nash Street
   El Segundo, CA 90245-2822
   
                  About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated    
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  

The Court confirmed the Debtors' Second Amended Plan of
Reorganization on June 17, 2008.  (Ziff Davis Bankruptcy News,
Issue No. 16, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)   


* S&P Chips Ratings on 78 Tranches from 16 Cash Flow & Hybrid CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 78
tranches from 16 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 44 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P affirmed its 'AAA' rating on class S from Point Pleasant
Funding 2007-1 Ltd. and removed it from CreditWatch with negative
implications.  In addition, S&P placed its rating on class A-1a1
from Dalton CDO Ltd. on CreditWatch negative.  The ratings on 34
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 78 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $14.871 billion.  Five of the 16 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.  Ten of the 16
transactions are mezzanine SF CDOs of ABS, which are
collateralized in large part by mezzanine tranches of RMBS and
other SF securities.  The other transaction is a CDO of CDOs that
was collateralized at origination primarily by notes from other
CDOs, as well as by tranches from RMBS and other SF transactions.  
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
have lowered its ratings on 3,432 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, 1,280 ratings from 384 transactions
are currently on CreditWatch negative for the same reasons.  In
all, S&P have downgraded $376.792 billion of CDO issuance.

Additionally, S&P's ratings on $15.567 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
   -----------          -----     --                ----
Broderick CDO 3 Ltd.    A-1       AA+/Watch Neg     AAA
Broderick CDO 3 Ltd.    A-2       BB-/Watch Neg     BBB-/Watch Neg
Broderick CDO 3 Ltd.    A-3       CC                CCC-/Watch Neg
Citius II Funding Ltd.  A         CCC/Watch Neg     B/Watch Neg
Citius II Funding Ltd.  B         CC                CCC+/Watch Neg
Citius II Funding Ltd.  C         CC                CCC-/Watch Neg
Citius II Funding Ltd.  ST        B+/Watch Neg      A
Dalton CDO Ltd.         A-1a2     BBB/Watch Neg     AA
Dalton CDO Ltd.         A-1b1     B-/Watch Neg      BBB/Watch Neg
Dalton CDO Ltd.         A-1b2     B-/Watch Neg      BBB/Watch Neg
Dalton CDO Ltd.         A-2       CCC-/Watch Neg    BB+/Watch Neg
Dalton CDO Ltd.         B         CC                B-/Watch Neg
Dalton CDO Ltd.         C         CC                CCC-/Watch Neg
E*Trade ABS CDO IV Ltd. A-1A      B-/Watch Neg      AAA/Watch Neg
E*Trade ABS CDO IV Ltd. A-1B-1    BBB-/Watch Neg    AAA
E*Trade ABS CDO IV Ltd. A-1B-2    B-/Watch Neg      AAA/Watch Neg
E*Trade ABS CDO IV Ltd. A-2       CCC-/Watch Neg    A+/Watch Neg
E*Trade ABS CDO IV Ltd. B         CC                BB+/Watch Neg
E*Trade ABS CDO IV Ltd. C         CC                CCC-/Watch Neg
E*Trade ABS CDO V Ltd.  A-1S      CCC-/Watch Neg    BB+/Watch Neg
E*Trade ABS CDO V Ltd.  A-1J      CC                B+/Watch Neg
E*Trade ABS CDO V Ltd.  A-2       CC                B-/Watch Neg
E*Trade ABS CDO V Ltd.  A-3       CC                CCC-/Watch Neg
Kleros Preferred Fndng
VI Ltd.                A-1S-1A   CC                CCC+/Watch Neg
Kleros Preferred Fndng
VI Ltd.                A-1S-1B   CC                CCC+/Watch Neg
Kleros Preferred Fndng
VI Ltd.                A-1S-2    CC                CCC-/Watch Neg
Lacerta ABS CDO
2006-1 Ltd.            A-1       CCC-/Watch Neg    B-/Watch Neg
Lacerta ABS CDO
2006-1 Ltd.            A-2       CC                CCC/Watch Neg
Libra CDO Ltd.          A         CC                B/Watch Neg
Libra CDO Ltd.          B         CC                CCC+/Watch Neg
Libra CDO Ltd.          Sr Swap   CCC+srs/Watch Neg BBsrs
Longshore CDO Funding
2006-2 Ltd.            A-1       B-/Watch Neg      BB+/Watch Neg
Longshore CDO Funding
2006-2 Ltd.            A-2       CC                B/Watch Neg
Longshore CDO Funding
2006-2 Ltd.            B         CC                CCC+/Watch Neg
Longshore CDO Funding
2006-2 Ltd.            C-1       CC                CCC/Watch Neg
Longshore CDO Funding
2006-2 Ltd.            C-2       CC                CCC/Watch Neg
Longshore CDO Funding
2006-2 Ltd.            D         CC                CCC-/Watch Neg
North Cove CDO II Ltd.  A         BB+/Watch Neg     AA+/Watch Neg
North Cove CDO II Ltd.  B         CCC/Watch Neg     A/Watch Neg
North Cove CDO II Ltd.  C         CC                BBB+/Watch Neg
North Cove CDO II Ltd.  D         CC                BB/Watch Neg
North Cove CDO II Ltd.  E         CC                BB-/Watch Neg
Pinnacle Peak CDO I Ltd A1M       CCC/Watch Neg     A+/Watch Neg
Pinnacle Peak CDO I Ltd A1Q       CCC/Watch Neg     A+/Watch Neg
Pinnacle Peak CDO I Ltd A2        CC                CCC/Watch Neg
Point Pleasant Funding
2007-1 Ltd.           UnfdSrExpo CCCsrp/Watch Neg  
BBBsrp/WatchNeg
Point Pleasant Funding
2007-1 Ltd.            A-1       CC                BB-/Watch Neg
Point Pleasant Funding
2007-1 Ltd.            A-2       CC                CCC-/Watch Neg
South Coast Funding
III Ltd.               A-1A      B-/Watch Neg      BBB
South Coast Funding
III Ltd.               A-2       CCC-/Watch Neg    BB+/Watch Neg
South Coast Funding
III Ltd.               A-3A      CC                B+/Watch Neg
South Coast Funding
III Ltd.               A-3B      CC                B+/Watch Neg
South Coast Funding
III Ltd.               B         CC                B-/Watch Neg
South Coast Funding
III Ltd.               C         CC                CCC-/Watch Neg
South Coast Funding
III Ltd.               A 1B      B-/Watch Neg      BBB
STAtic ResidenTial CDO
2006-A                 A-1(a)    B-/Watch Neg      AA/Watch Neg
STAtic ResidenTial CDO
2006-A                 A-1(b)    CCC+/Watch Neg    BBB/Watch Neg
STAtic ResidenTial CDO
2006-A                 A-2       CC                BB+/Watch Neg
STAtic ResidenTial CDO
2006-A                 B         CC                BB/Watch Neg
STAtic ResidenTial CDO
2006-A                 C         CC                BB-/Watch Neg
STAtic ResidenTial CDO
2006-A                 D         CC                B-/Watch Neg
STAtic ResidenTial CDO
2006-A                 E         CC                CCC/Watch Neg
Tourmaline CDO III Ltd. A-1a      B-/Watch Neg      A
Tourmaline CDO III Ltd. A-1b      B-/Watch Neg      A
Tourmaline CDO III Ltd. A-2 FLT   CCC+/Watch Neg    BBB
Tourmaline CDO III Ltd. A-2 FXD   CCC+/Watch Neg    BBB
Tourmaline CDO III Ltd. B-1       CCC-/Watch Neg    BBB-/Watch Neg
Tourmaline CDO III Ltd. B-2       CC                BB/Watch Neg
Tourmaline CDO III Ltd. C         CC                CCC+/Watch Neg
Tourmaline CDO III Ltd. D-1       CC                CCC/Watch Neg
Tourmaline CDO III Ltd. D-2 FLT   CC                CCC-/Watch Neg
Tourmaline CDO III Ltd. D-2 HYB   CC                CCC-/Watch Neg
Tourmaline CDO III Ltd. Combo Nts CC                CCC-/Watch Neg
Vertical ABS CDO
2006-2 Ltd.            A-S1VF    BB+/Watch Neg     A+
Vertical ABS CDO
2006-2 Ltd.            A1        B/Watch Neg       BBB/Watch Neg
Vertical ABS CDO
2006-2 Ltd.            A2        CCC+/Watch Neg    BB+/Watch Neg
Vertical ABS CDO
2006-2 Ltd.            A3        CC                B+/Watch Neg
Vertical ABS CDO
2006-2 Ltd.            B         CC                CCC-/Watch Neg

       Rating Affirmed and Removed from Creditwatch Negative

                                         Rating
                                         ------
      Transaction             Class   To        From
      -----------             -----   --        ----
      Point Pleasant Funding
      2007-1 Ltd.             S       AAA       AAA/Watch Neg

              Rating Placed on Creditwatch Negative

                                                Rating
                                                ------
  Transaction               Class        To                From
  -----------               -----        --                ----
  Dalton CDO Ltd.           A-1a1        AAA/Watch Neg     AAA


* Hoge Fenton Jones & Appel-San Jose Office Adds Three Lawyers
--------------------------------------------------------------
Hoge Fenton Jones & Appel disclosed that Brian Dickman, Lorna
Drope and Jill Fox have joined the firm's San Jose office.

Mr. Dickman joins Hoge Fenton's Business & Tax Group with seven
years' experience in business and corporate law, including
formation, capitalization, securities, mergers & acquisitions, and
business and intellectual property transactions.  He is a graduate
of Brigham Young University and the University of San Diego School
of Law.  Mr. Dickman is chair of the Silicon Valley Chapter of the
J. Reuben Clark Law Society and an active member of the Silicon
Valley Chapter of the BYU Management Society.  He is business-
fluent in French, and conversant in Hebrew, German and Spanish.

Ms. Drope is the newest addition to the firm's Estate Planning and
Wealth Management team.  She is a 12-year lawyer who focuses her
practice on tax and estate planning, wealth accumulation and
protection and transfer strategies for high net worth individuals,
and business formation and succession planning.  Ms. Drope is a
graduate of the University of Michigan, Pepperdine University
School of Law (J.D.), and the University of San Diego School of
Law (LL.M. in Taxation).  She is licensed to practice in
California, Arizona and Nevada, and supports an active clientele
in Las Vegas.

Ms. Fox joins the firm's Litigation Group and works with its
professional malpractice defense team.  She is a second-year
lawyer who, prior to joining Hoge Fenton, practiced with Zitrin &
Frassetto of San Francisco, a professional malpractice boutique
firm.  Prior to entering the practice of law, Ms. Fox worked as a
professional journalist and television producer.  She is a
graduate of the University of Southern California and Hastings
College of the Law.  Ms. Fox is a founding advisory board member
of the Bay Area Urban Debate League and a founding executive board
member of the Freida C. Fox Family Foundation.

"[Mr.] Dickman, [Mses.] Drope and Fox are wonderful additions to
the firm," Kathy Meier, Hoge Fenton's managing shareholder, said.
"With several of our senior members beginning to look toward
retirement over the next few years, these new hires increase our
mid-level bench strength across several areas of practice.  They
also bring some very unique and specialized talents and skills
that we know our clients will value.  We look forward to their
contributions."

                  About Hoge Fenton Jones & Appel

Headquartered in San Jose, California, Hoge Fenton Jones & Appel
-- http://www.hogefenton.com/http://www.dirtlawyer.comand  
http://www.hrlaw.com/-- provides a single source of outstanding  
legal service to businesses and individuals including business
formation and transactions, bankruptcy, mergers and acquisitions,
intellectual property, real estate and land use, labor and
employment law, estate planning and wealth management, complex
family law matters, and pretrial, trial, and appellate
representation in all areas of law. The firm was established in
1952.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                Total      Shareholders
Working                                  
                                Assets     Equity         Capital     
  Company            Ticker     ($MM)      ($MM)          ($MM)
  -------            ------     --------   ------------   -------
ABSOLUTE SOFTWRE     ABT CN           87             (2)       29
AFC ENTERPRISES      AFCE US         146            (51)      (28)
AINSWORTH LUMBER     ANS CN        1,022           (108)       45
APP PHARMACEUTIC     APPX US       1,105            (42)      260
ARIAD PHARM          ARIA US          98            (23)       59
BARE ESCENTUALS      BARE US         236            (76)       99
BLOUNT INTL          BLT US          407            (44)      138
CABLEVISION SYS      CVC US        9,180          (5114)     (476)
CENTENNIAL COMM      CYCL US       1,375          (1040)       57
CHENIERE ENERGY      CQP US        1,923           (253)      108
CHOICE HOTELS        CHH US          349           (115)      (16)
CLOROX CO            CLX US        4,730           (350)     (412)
COLUMBIA LABORAT     CBRX US          50             (2)      (19)
CONEXANT SYS         CNXT US         625           (133)      206
COREL CORP           CREL US         255            (12)      (20)
COREL CORP           CRE CN          255            (12)      (20)
CROWN MEDIA HL-A     CRWN US         668           (661)       (1)
CRYOCATH TECHNOL     CYT CN           36             (6)        8
CV THERAPEUTICS      CVTX US         351           (207)      267
CYBERONICS           CYBX US         136            (15)      110
CYTORI THERAPEUT     CYTX US          18            (11)        2
DELTEK INC           PROJ US         179            (79)       32
DEXCOM               DXCM US          69             (3)       46
DISH NETWORK-A       DISH US       6,865          (2438)    (1601)
DUN & BRADSTREET     DNB US        1,658           (512)     (192)
DYAX CORP            DYAX US          85            (14)       21
EINSTEIN NOAH RE     BAGL US         154            (29)        5
ENDEVCO INC          EDVC US          19             (5)       (8)
EXTENDICARE REAL     EXE-U CN      1,458            (42)      (27)
GARTNER INC          IT US         1,121            (42)     (266)
GENCORP INC          GY US           994            (24)       67
GENERAL MOTORS       GM US       136,046         (55594)   (19625)
GENERAL MOTORS C     GMB BB      136,046         (55594)   (19625)
GLG PARTNERS INC     GLG US          507           (394)       74
GLG PARTNERS-UTS     GLG/U US        507           (394)       74
HEALTHSOUTH CORP     HLS US        2,012          (1065)     (214)
HUMAN GENOME SCI     HGSI US         847           (120)      (36)
ICO GLOBAL C-NEW     ICOG US         608           (160)      (49)
IMAX CORP            IMX CN          204            (95)       (8)
IMAX CORP            IMAX US         204            (95)       (8)
IMS HEALTH INC       RX US         2,360            (10)      324
INCYTE CORP          INCY US         205           (237)      152
INTERMUNE INC        ITMN US         210            (81)      161
IPCS INC             IPCS US         553            (38)       60
KNOLOGY INC          KNOL US         654            (52)       (6)
LIFE SCIENCES RE     LSR US          199            (22)        6
LINEAR TECH CORP     LLTC US       1,584           (434)     1070
MEDIACOM COMM-A      MCCC US       3,612           (296)     (297)
MIDWAY GAMES INC     MWY US          171             (4)      (48)
MOODY'S CORP         MCO US        1,664           (822)     (248)
NATIONAL CINEMED     NCMI US         490           (547)       51
NEWCASTLE INVT C     NCT US        6,254            (65)     N.A.
NPS PHARM INC        NPSP US         187           (199)       97
OCH-ZIFF CAPIT-A     OZM US        2,101           (255)     N.A.
PRIMEDIA INC         PRM US          251           (137)       (6)
PROTECTION ONE       PONE US         655            (45)        0
RADNET INC           RDNT US         498            (78)       25
RASER TECHNOLOGI     RZ US            59             (5)       13
REGAL ENTERTAI-A     RGC US        2,634           (186)      153
RESVERLOGIX CORP     RVX CN           21             (6)       16
RURAL CELLULAR-A     RCCC US       1,405           (558)      169
SALLY BEAUTY HOL     SBH US        1,432           (729)      401
SEALY CORP           ZZ US         1,044           (105)       41
SEMGROUP ENERGY      SGLP US         262            (55)      (10)
SHERWOOD COOPER      SWC CN          283            (21)      (54)
SONIC CORP           SONC US         798            (87)      (41)
ST JOHN KNITS IN     SJKI US         213            (52)       80
TAUBMAN CENTERS      TCO US        3,198             (1)     N.A.
TEAL EXPLORATION     TL CN            47            (19)      (42)
TEAL EXPLORATION     TEL SJ           47            (19)      (42)
THERAVANCE           THRX US         281           (112)       38
UAL CORP             UAUA US      21,336           (570)    (2522)
UST INC              UST US        1,417           (394)      165
VALENCE TECH         VLNC US          27            (59)       11
WARNER MUSIC GRO     WMG US        4,532           (103)     (813)
WEIGHT WATCHERS      WTW US        1,107           (893)     (210)
WESTMORELAND COA     WLB US          783           (178)      (85)
WR GRACE & CO        GRA US        3,859           (273)      934
XM SATELLITE -A      XMSR US       1,724          (1144)     (683)

                             *********

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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