TCR_Public/080806.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, August 6, 2008, Vol. 12, No. 186           

                             Headlines

ACT 2005-RR5: S&P Lowers Ratings on Classes A-2, A-3 to 'CCC-'
ADVANCED INTEGRATION: Case Summary & 20 Largest Unsec. Creditors
AESTHETIC STRUCTURE: Case Summary & Five Largest Unsec. Creditors
ALOHA AIRLINES: Court Grants $250,000 in Fees to Sonnenschein
AMERIQUEST MORTGAGE: S&P Lowers Rating on 3 Classes to 'D'

ARCAP 2005-1: S&P Lowers Classes K, L Securities to 'CCC-'
ARCAP 2005-RR5: S&P Lowers Ratings on 11 Classes to 'CCC-'
ASCENDIA BRANDS: Files for Bankruptcy; To Auction All Assets
ASCENDIA BRANDS: Case Summary & 30 Largest Unsecured Creditors
BALTIMORE HOTEL: S&P Affirms 'BB' Rating on $53MM 2006B Bonds

BARRY SABLOSKY: Case Summary & 20 Largest Unsecured Creditors
BIO-KEY INT'L: Enters Into Office Lease Agreement with Normandy
BOYD GAMING: S&P Says Rating Unaffected By Plans to Delay Echelon
CABLEVISION SYSTEMS: Reports Fin'l Results for 2nd Quarter of '08  
CARDIAC MANAGEMENT: Has Interim Court Nod to Use Cash Collateral

CARDIAC MANAGEMENT: Section 341(a) Meeting Scheduled for August 8
CARDIAC MANAGEMENT: Seeks to Employ Patrick S. Scott as Counsel
CARL BARZILAUSKAS: Case Summary & 20 Largest Unsecured Creditors
CARLYLE-BLUE WAVE: Commences Orderly Liquidation
CARIBBEAN RESTAURANTS: S&P Affirms 'B-' Corp. Credit Rating

CARLYLE-BLUE WAVE: Commences Orderly Liquidation
CASTLE EURASIA: Voluntary Chapter 11 Case Summary
CBRL Group: Moody's Places Ba2 CF, Debt Ratings on Review
CEDARWOODS CRE: S&P Affirms Rating on Class F Securities
CENTENNIAL COMMUNICATIONS: Tremblant Capital Bares Share Ownership

CHANNEL RE: Moody's DownGrades Securities Rating to Ba1 from A3
CHASEY VENTURES: Voluntary Chapter 11 Case Summary
CORNERSTONE MINISTRIES: Berman Hopkins Approved as Auditor
CORONIS BUILDING: Case Summary & 22 Largest Unsecured Creditors
CREATIVE DESPERATION: Files Schedules of Assets & Liabilities

CREATIVE DESPERATION: Taps Charles Franken P.A. as Bankr. Counsel
CREDIT SUISSE: S&P Cuts Ratings on 5 Securities Classes to B, BB
CRYSTAL RIVER: S&P Lowers Rating on Class K Securities to B
DELFASCO FORGE: Bankruptcy to Delay Cleanup of Contaminated Site
DELPHINUS CDO: Collateral Deterioration Cues Fitch to Cut Ratings

DIXIELAND WASTE: Voluntary Chapter 11 Case Summary
DOLE FOOD: Board Panel Adopts Incentive Plans for Executives
DOMINO'S PIZZA: June 15 Balance Sheet Upside-down by $1.43 Billion
DRIVETIME AUTOMOTIVE: S&P Cuts Sr. Unsecured Debt Rating to CCC+
DUKE FUNDING: Fitch Chips Ratings to 'C' on Eight Note Classes

EASTMAN KODAK: S&P Says Full-Year Guidance No Effect on Rating
EDUCATION RESOURCES: Plan Filing Period Extended Until November 3
EDUCATION RESOURCES: Gets Court OK to Terminate JP Morgan Ties
ELECTRICAL COMPONENTS: Moody's Cuts CF Rating to Caa2
EPICEPT CORP: Enable Capital et al. Declares 6.1% Equity Stake

FEDDERS CORP: Wants to Hire K. Fagan as Expert Witness to Plan
FELCOR LODGING: S&P Puts 'BB-' Rating on CreditWatch Negative
FORD MOTOR: S&P Cuts Ratings on 9 Transactions to CCC
FORD MOTOR: S&P Cuts Freedom Certificates Classes A, X to 'B'
FOREST GATE: Gets Additional Default Notice for Celtic Sea Project

FRONTIER DRILLING: Cash Infusion Cues Moody's to Modify Review
FRONTLINE PROPERTIES: Voluntary Chapter 11 Case Summary
GADFY ANGEL: Voluntary Chapter 11 Case Summary
GA WOODS PROPERTIES: Case Summary & Largest Unsecured Creditor
GENERAL MOTORS: Board Backs CEO Rick Wagoner Amid 2nd Quarter Loss

GENERAL MOTORS: S&P Lowers Rating on Classes A-1, A-2 Certs to B
GENERAL MOTORS: S&P Cuts Freedom Certificates Classes A, X to 'B'
GENESIS RESTAURANT: Organizational Meeting to Form Panel Today
GLACIER FUNDING: Fitch Affirms 'CC' Ratings on Two Note Classes
GOLDMAN SACHS: Fitch Lifts 'BB' Rating to 'BB+' on Class D Notes

GREEKTOWN CASINO: Completes Exterior Construction of New Hotel
GREEKTOWN CASINO: Wants Plan-Filing Time Extended to June 1, 2009
GREEKTOWN CASINO: Wants October 31 Set as Claims Bar Date
GREG PRUITT: Case Summary & 40 Largest Unsecured Creditors
IIMA CORP: Case Summary & 10 Largest Unsecured Creditors

INCYTE CORP: Prices Public Offering of 10,500,000 of Common Stock
INDYMAC BANCORP: Executives Resign; CEO Michael Perry Remains
IPCS INC: June 30 Balance Sheet Upside-Down by $37.5 Million
ISCOPE INC: Warns of Halt in Shares Trading Due to Filing Delay
JEFFERSON COUNTY: S&P Lowers GO Rating to 'BBB'; On Watch Neg

JIMMY G'S: Court Converts Case to Chapter 7 Liquidation
KATY ANN: Voluntary Chapter 11 Case Summary
KSM LLC: Case Summary & Four Largest Unsecured Creditors
KULICKE & SOFFA: To Acquire Orthodyne Electronics, Exit Wire Biz
KULICKE & SOFFA: S&P Affirms 'B+' Rating on Orthodyne Deal

LAKE LAS VEGAS: President Expresses Concern on Pipeline Break
LB-UBS TRUST: S&P Affirms BB, B Ratings of 6 Securities Classes
LUXURY VENTURES: Kairos Capital Acquires Stake, Gets 3 Board Seats
MACH ONE: S&P Downgrades Class N Securities Rating to 'CCC+'
MAIN STREET TIC-II: Case Summary & 2 Largest Unsecured Creditors

MANITOWOC CO: U.K. Court and Shareholders Approve Enodis Deal
MANITOWOC CO: Signs Agreement to Sell Marine Segment for $120MM
MANITOWOC CO: S&P Says Marine Segment Sale Doesn't Affect Rating
MASSEY ENERGY: S&P Affirms 'B+' Rating; Outlook Positive
MCNABB GROUP: Voluntary Chapter 11 Case Summary

MORTGAGES LTD: Wants to Access Stratera's $5 Million DIP Facility
MORTGAGES LTD: Likely to be Sued by Avenue Communities
MORTGAGES LTD: Court Denies Rightpath's Chapter 7 Conversion Plea
MOVIE GALLERY: Changes Board of Directors and Management Team
MOVIE GALLERY: COO Mityas Lays Out Going-Forward Plans

NEW BRAUNFELS: Case Summary & 2 Largest Unsecured Creditors
NEWPORT NEWCO: Case Summary & Largest Unsecured Creditor
PACIFIC LUMBER: Scopac DIP Facility with Lehman Increased to $25MM
PINNACLE POINT: S&P Assigns CCC, CC Ratings on 5 Securities
PLAYMORE INC: Organizational Meeting to Form Panel on August 7

PNA GROUP: S&P Withdraws 'B' Rating After Acquisition Closes
PRC LLC: Court Approves Stipulation Resolving BGTX Project's Claim
PRC LLC: Spirit Air Seeks Clarification on Potential Overcharging
PUENTES FAMILY: Voluntary Chapter 11 Case Summary
PUERTO RICO DIAGNOSTICS: Voluntary Chapter 11 Case Summary

SIX FLAGS: Overhaul Gains Ground, Reports $94MM 2nd Qtr. Income
SOLAR COSMETIC: Court OKs Sale of Asset to Sun & Skin for $8.5MM
SOLSTICE ABS: Fitch Trims Ratings on Three Classes of Notes
SS&C TECHNOLOGIES: Stockholders Approve 2008 Stock Incentive Plan
STATION CASINOS: S&P Cuts Rating to 'B'; on CreditWatch Negative

SUPERIOR INDUSTRIES: Wearied of Employee Lawsuit; Files Bankruptcy
SYNTAX-BRILLIAN: Court Fixes September 8 as Claims-Filing Deadline
TIRARI FOOD: Case Summary & 20 Largest Unsecured Creditors
TRONOX INC: Reports Net Loss of $34.4 Million in 2008 2nd Quarter
TROPICANA ENT: Joseph Palladino Withdraws $950MM Bid for NJ Casino

UNION SEVEN: Voluntary Chapter 11 Case Summary
VICORP RESTAURANTS: U.S. Trustee Revamps Creditors Committee
VOLANS FUNDING: Fitch Junks Ratings on Two Classes of Notes
WADENA HOUSING: S&P Affirms 'BB' Rating on Series 1993 Bonds
WCI COMMUNITIES: Bankruptcy Filing Cues Moody's Default Rating

WEIGHT WATCHERS: Compensation Committee Waives ESA Provisions
WEST TRADE: Fitch Cuts Six Notes Ratings and Removes Neg. Watch
WHITEHALL JEWELERS: Bayard P.A. Approved as Panel's Co-Counsel

* Fitch Says US Driving Season a Bust for US Refiners
* Fitch: Where US Economy Goes, Credit Card ABS Sure to Follow
* S&P Says Speculative-Grade Spread Widens As Investors Shun Risk

* Squire Sanders Builds New York Presence with 3 New Lawyers

* Upcoming Meetings, Conferences and Seminars

                             *********

ACT 2005-RR5: S&P Lowers Ratings on Classes A-2, A-3 to 'CCC-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes from ACT 2005-RR Depositor Corp. and removed them from
CreditWatch with negative implications, where they were placed on
May 28, 2008.

The rating actions follow S&P's analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities. S&P's review
incorporates Standard & Poor's revised recovery rate assumptions
for commercial mortgage-backed securities (CMBS) securities, which
are a primary factor for the rating actions.

According to the trustee report dated July 22, 2008, the
transaction's current assets included 134 classes ($781.8 million,
100%) of pass-through certificates from 42 distinct CMBS
transactions issued between 1998 and 2004. None of the CMBS assets
represents an asset concentration of 10% or more of total assets.
The aggregate principal balance of the assets and liabilities
totaled $781.8 million, down from $1.054 billion at issuance. All
but $29,982 of the $272.3 million reduction in principal balance
since issuance was due to principal losses realized on first-loss
CMBS assets, which currently represent $424.6 million (54%) of the
asset pool. The A-1FL, A-2, and A-3 certificate classes benefit
from an interest reserve with a current balance of $7.1 million,
and S&P's analysis considered the availability of this interest
reserve.

S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'CCC-'
rated obligations. Excluding first-loss assets, the current asset
pool exhibits credit characteristics consistent with 'B-' rated
obligations. Standard & Poor's rates $180.8 million (23%) of the
assets. S&P reanalyzed its outstanding credit estimates for the
remaining assets.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

ACT 2005-RR Depositor Corp.
CMBS pass-through certificates

              Rating
Class    To           From

A-1FL    BB+          AAA/Watch Neg
A-2      CCC-         AAA/Watch Neg
A-3      CCC-         A/Watch Neg


ADVANCED INTEGRATION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Advanced Integration, LLC
        2805 E. Sixth Avenue
        Stillwater, OK 74074

Bankruptcy Case No.: 08-13354

Chapter 11 Petition Date: Aug. 2, 2008

Court: Western District of Oklahoma (Oklahoma City)

Debtors' Counsel: Douglas M. Gierhart, Esq.
                   (attorneygierhart@yahoo.com)
                  P.O. Box 1218
                  11825 NE 23rd
                  Nicoma Park, OK 73066
                  Tel: (405) 769-7990
                  Fax: (405) 769-7970

Total Assets: $989,401

Total Debts:  $1,772,254

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

            http://bankrupt.com/misc/oklawb08-13354.pdf


AESTHETIC STRUCTURE: Case Summary & Five Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Aesthetic Structure, LLC
        27R Brittany Drive
        Durham, CT 06422

Bankruptcy Case No.: 08-32527

Chapter 11 Petition Date: Aug. 1, 2008

Court: District of Connecticut (New Haven)

Judge: Albert S. Dabrowski

Debtors' Counsel: Joseph J. D'Agostino, Jr., Esq.
                   (joseph@lawjjd.com)
                  1062 Barnes Road, Suite 304
                  Wallingford, CT 06492
                  Tel: (203) 265-5222
                  Fax: (203) 268-5236
                  http://www.lawjjd.com/

Total Assets: $2,456,000

Total Debts:  $2,088,111

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

            http://bankrupt.com/misc/connb08-32527.pdf


ALOHA AIRLINES: Court Grants $250,000 in Fees to Sonnenschein
-------------------------------------------------------------
The Hon. Lloyd King of the U.S. Bankruptcy Court for the District
of Hawaii awarded Sonnenschein Nath & Rosenthal LLP $250,000
professional fees overriding GMAC Commercial Finance LLC's
objection, Bankruptcy Law 360 relates.  Sonnenschein was former
counsel to the Official Committee of Unsecured Creditors in Aloha
Airgroup Inc.'s bankruptcy case.

On July 21, 2008, the Troubled Company Reporter noted GMAC's
allegation that Sonnenschein failed to conform to the Federal Rule
of Bankruptcy Procedure 2016 and the Court's Guidelines for
Compensation and Expense Reimbursement of Professionals and
Trustees.

GMAC noted that Sonnenschein sought payment of $235,135 for less
than a month's involvement in the Debtors' bankruptcy cases.

GMAC said that the hourly billing rates and the amount of fees
sought by the firm are excessive and many of the firm's time
entries are inadequately described or are improperly "clumped."  
GMAC also said that multiple professionals from the firm perform
the same task simultaneously and an inordinate amount of time was
spent on non-substantive retention matters.

A full-text copy of Sonnenschein's fee application as former
counsel to the Committee is available for free at
http://ResearchArchives.com/t/s?2fac

Ted N. Pettit, Esq., at Case Lombardi & Pettit, represents GMAC.

                       About Aloha Airgroup

Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates are        
carriers that fly passengers and freight to Hawaii's five major
airports, as well as to half a dozen destinations in the western
U.S.  They operate a fleet of about 20 aircraft, all Boeing 737s,
including three configured as freighters.

Aloha filed for Chapter 11 protection on Dec. 30, 2004 (Bankr. D.
Hawaii Case No. 04-03063), and emerged from Chapter 11 bankruptcy
protection in February 2006.

The company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337).  Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors was represented by
Sonnenschein Nath & Rosenthal LLP and Bronster Hoshibata, A Law
Corporation.  The Debtors' schedules reflected total assets of
$74,600,000 against total liabilities of $197,100,000.  On April
29, 2008, the Court converted the Debtors' cases into chapter 7
liquidation proceedings.  The next day, the U.S. Trustee appointed
Dane S. Field to serve as chapter 7 trustee for the cases.  James
Wagner, Esq., represents Mr. Field.


AMERIQUEST MORTGAGE: S&P Lowers Rating on 3 Classes to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of mortgage pass-through certificates issued by seven
Ameriquest Mortgage Securities Inc. deals. Concurrently, S&P
affirmed its ratings on the remaining 54 classes from these and
nine other Ameriquest Mortgage Securities Inc. transactions and
left one rating on CreditWatch with negative implications.

The downgrades reflect performance of the collateral pools as of
the June 2008 remittance period; projected credit support levels
based on the transactions' delinquency pipelines; and the amount
of projected losses compared with the expected credit support.

S&P lowered its ratings to 'D' on class M-4 from series 2002-4 and
classes MF-3 and MV-3 from series 2003-1 because all three
experienced principal write-downs during the June 2008 reporting
periods. The affected classes had incurred realized losses as
follows (series; class; realized loss):

     -- 2002-4; M-4; $98,980;
     -- 2003-1; MF-3; $11,850; and
     -- 2003-1; MV-3; $22,373.

For the remaining downgraded classes, current credit support and
projected credit support enhancement based on the amount of
delinquencies in the respective pools was declining in recent
months, and the level of delinquencies and actual loss severities
indicate that the pattern of losses could continue.

The affirmed ratings reflect adequate actual and projected credit
support percentages at the current rating levels. Severe
delinquencies (90-plus days, foreclosures, and REOs) for these 16
transactions ranged from 8.14% of the current pool balance for
series 2003-7 to 20.20% for series 2002-AR1. Cumulative realized
losses ranged from 0.88% of the original pool balance for series
2004-IA1 to 3.04% for series 2002-3.

Credit support is provided by subordination,
overcollateralization, and excess spread. In addition, series
2002-D has primary mortgage insurance. The collateral consists of
30-year, adjustable-rate, fully amortizing, subprime mortgage
loans secured by first liens on one- to four-family residential
properties.

RATINGS LOWERED

Ameriquest Mortgage Securities Inc.
Series 2002-4
                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        03072SDL6     D              CCC

Ameriquest Mortgage Securities Inc.
Series 2003-1
                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
MF-3       03072SFB6     D              CCC
MV-3       03072SFA8     D              CCC

Ameriquest Mortgage Securities Inc.
Series 2003-6
                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-5        03072SGT6     CCC            B

Ameriquest Mortgage Securities Inc.
Series 2003-AR2
                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-2        03072SGY5     CCC            B

Ameriquest Mortgage Securities Inc.
Series 2003-AR3
                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-6        03072SHL2     CCC            B

Ameriquest Mortgage Securities Inc.
Series 2003-8
                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
MV-6       03072SJM8     CC             CCC
MF-6       03072SJN6     CC             CCC

Ameriquest Mortgage Securities Inc.
Series 2004-IA1
                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-5        03072SVF9     BBB            A-
M-6        03072SVG7     BB             BBB-
M-7        03072SVH5     B              BB
M-8        03072SVJ1     CCC            B
M-9        03072SVK8     CCC            B

RATING REMAINING ON CREDITWATCH NEGATIVE

Ameriquest Mortgage Securities Inc.
Series 2003-AR2

Class      CUSIP         Rating
-----      -----         ------
M-1        03072SGX7     AAA/Watch Neg  

RATINGS AFFIRMED

Ameriquest Mortgage Securities Inc.
Series 2001-2

Class      CUSIP         Rating
-----      -----         ------
M-2        03072SBD6     A+
M-3        03072SBE4     BBB

Ameriquest Mortgage Securities Inc.
Series 2002-2

Class      CUSIP         Rating
-----      -----         ------
M-2        03072SCH6     AA
M-3        03072SCJ2     BBB
M-4        03072SCK9     CCC

Ameriquest Mortgage Securities Inc.
Series 2002-AR1

Class      CUSIP         Rating
-----      -----         ------
M-1        03072SDB8     AAA
M-2        03072SDC6     BBB
M-3        03072SDD4     CCC
M-4        03072SDE2     CCC

Ameriquest Mortgage Securities Inc.
Series 2002-3

Class      CUSIP         Rating
-----      -----         ------
M-3        03072SCW3     BBB

Ameriquest Mortgage Securities Inc.
Series 2002-C

Class      CUSIP         Rating
-----      -----         ------
M-1        03072SDF9     BBB

Ameriquest Mortgage Securities Inc.
Series 2002-4

Class      CUSIP         Rating
-----      -----         ------
M-2        03072SDJ1     AA-
M-3        03072SDK8     BBB

Ameriquest Mortgage Securities Inc.
Series 2002-D

Class      CUSIP         Rating
-----      -----         ------
M-1        03072SEB7     A
M-2        03072SEC5     BBB

Ameriquest Mortgage Securities Inc.
Series 2003-AR1

Class      CUSIP         Rating
-----      -----         ------
M-2        03072SEK7     A
M-3        03072SEL5     BBB
M-4        03072SEM3     BBB-

Ameriquest Mortgage Securities Inc.
Series 2003-2

Class      CUSIP         Rating
-----      -----         ------
M-1        03072SES0     AA+
M-2        03072SET8     B+

Ameriquest Mortgage Securities Inc.
Series 2003-1

Class      CUSIP         Rating
-----      -----         ------
M-1        03072SEY7     AA+
M-2        03072SEZ4     BBB

Ameriquest Mortgage Securities Inc.
Series 2003-6

Class      CUSIP         Rating
-----      -----         ------
M-1        03072SGP4     AA
M-2        03072SGQ2     A
M-3        03072SGR0     A-
M-4        03072SGS8     BBB+
  
Ameriquest Mortgage Securities Inc.
Series 2003-AR3

Class      CUSIP         Rating
-----      -----         ------
M-2        03072SHG3     A+
M-3        03072SHH1     A
M-4        03072SHJ7     BBB+
M-5        03072SHK4     BBB

Ameriquest Mortgage Securities Inc.
Series 2003-7

Class      CUSIP         Rating
-----      -----         ------
A          03072SHQ1     AAA
M-1        03072SHR9     AAA
M-2        03072SHS7     AA+
M-3        03072SHT5     A+
M-4        03072SHU2     BB
M-5        03072SHV0     CCC

Ameriquest Mortgage Securities Inc.
Series 2003-8

Class      CUSIP         Rating
-----      -----         ------
AV-1       03072SHW8     AAA
AV-2       03072SHX6     AAA
AF-5       03072SJD8     AAA
M-1        03072SJG1     AA
M-2        03072SJH9     A
M-3        03072SJJ5     BBB-
M-4        03072SJK2     B
M-5        03072SJL0     CCC

Ameriquest Mortgage Securities Inc.
Series 2004-IA1

Class      CUSIP         Rating
-----      -----         ------
M-1        03072SVB8     AAA
M-2        03072SVC6     AA
M-3        03072SVD4     AA-
M-4        03072SVE2     A


ARCAP 2005-1: S&P Lowers Classes K, L Securities to 'CCC-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from ARCap 2005-1 Resecuritization Trust and removed them
from CreditWatch with negative implications, where they were
placed on either May 28, 2008 or July 29, 2008.  Concurrently, S&P
affirmed S&P's ratings on six other classes from this transaction.

The rating actions follow S&P's analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities. S&P's review
incorporates Standard & Poor's revised recovery rate assumptions
for commercial mortgage-backed securities (CMBS), which are
primary factors for the rating actions.

According to the trustee report dated July 23, 2008, the
transaction's current assets included 105 classes ($565.3 million,
100%) of pass-through certificates from 15 distinct CMBS
transactions issued between 1999 and 2005. Only Morgan Stanley
Capital I Trust 2005-HQ7 ($75.9 million, 13%) and Bear Stearns
Commercial Mortgage Securities 2005-PWR8 ($59.4 million, 11%)
represent asset concentrations of 10% or more of total assets. The
aggregate principal balance of the assets totaled $565.3 million,
down from $568.4 million at issuance, while the aggregate
liabilities totaled $568.4 million, which is unchanged since
issuance. All of the $3.1 million reduction in aggregate asset
principal balance was due to principal losses realized on first-
loss CMBS assets, which currently represent $165 million (29%) of
the asset pool.

S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'B' rated
obligations.

Excluding first-loss assets, the current asset pool exhibits
credit characteristics consistent with 'BB-' rated obligations.
Standard & Poor's rates $234.6 million (42%) of the assets. S&P
reanalyzed S&P's outstanding credit estimates for the remaining
assets.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

ARCap 2005-1 Resecuritization Trust
Collateralized debt obligation
              Rating
Class    To           From

G        BBB          BBB+/Watch Neg
H        BBB-         BBB/Watch Neg
J        BB+          BBB-/Watch Neg
K        CCC-         BB/Watch Neg
L        CCC-         B/Watch Neg

RATINGS AFFIRMED

ARCap 2005-1 Resecuritization Trust
Collateralized debt obligation
Class    Rating

A        AAA
B        AA
C        A
D        A-
E        BBB+
F        BBB+



ARCAP 2005-RR5: S&P Lowers Ratings on 11 Classes to 'CCC-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes from ARCap 2005-RR5 Resecuritization Inc. and removed them
from CreditWatch with negative implications, where they were
placed on May 28, 2008. Concurrently, S&P affirmed the 'CCC-'
rating on class M and removed it from CreditWatch with negative
implications.

The rating actions follow S&P's analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities. S&P's review
incorporates Standard & Poor's revised recovery rate assumptions
for commercial mortgage-backed securities (CMBS), which was a
primary factor in the rating actions.

While S&P affirmed the rating on class M at 'CCC-', the class is
susceptible to interest shortfalls, and S&P will lower the rating
to 'D' if S&P determine that the class is permanently impaired.

According to the trustee report dated July 24, 2008, the
transaction's current assets included 17 classes ($152.3 million,
71%) of CMBS pass-through certificates from 14 distinct
transactions issued between 1999 and 2005. Only First Union
National Bank Commercial Mortgage Trust's series 2000-C1 ($23.4
million, 11%) represents an asset concentration of 10% or more of
total assets. The current assets also included five classes ($61.3
million, 29%) from ARCap 2004-RR3 Resecuritization Inc., which is
a CMBS resecuritization. The aggregate principal balance of the
assets and liabilities totaled $213.6 million, down from $306.4
million at issuance. All of the $92.8 million reduction in
principal balance since issuance was due to principal losses
realized on first-loss assets, which currently represent $152.1
million (71%) of the asset pool.

S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'CCC-'
rated obligations.  Excluding first-loss assets, the current asset
pool exhibits credit characteristics consistent with 'B' rated
obligations. Standard & Poor's rates $35.5 million (17%) of the
assets. S&P reanalyzed its outstanding credit estimates for the
remaining assets.

S&P lowered its rating on class N to 'D' on March 27, 2008,
following interest shortfalls to the class, which S&P did not
expect to be recovered. The class subsequently experienced a
principal loss.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

ARCap 2005-RR5 Resecuritization Inc.
CMBS pass-through certificates

              Rating
Class    To           From

A-1      BBB-         AAA/Watch Neg
A-2      B-           AAA/Watch Neg
A-3      CCC-         AA+/Watch Neg
B        CCC-         A+/Watch Neg
C        CCC-         BBB+/Watch Neg
D        CCC-         BBB/Watch Neg
E        CCC-         BBB-/Watch Neg
F        CCC-         BB/Watch Neg
G        CCC-         BB-/Watch Neg
H        CCC-         B/Watch Neg
J        CCC-         B-/Watch Neg
K        CCC-         CCC+/Watch Neg
L        CCC-         CCC/Watch Neg

RATING AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

ARCap 2005-RR5 Resecuritization Inc.
CMBS pass-through certificates

              Rating
Class    To           From

M        CCC-         CCC-/Watch Neg


ASCENDIA BRANDS: Files for Bankruptcy; To Auction All Assets
------------------------------------------------------------
Ascendia Brands Inc. and five of its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code with the United
States Bankruptcy Court for the District of Delaware.

According to Bloomberg News, the company blamed rising prices of
raw materials and lower-than-forecast sales of newly acquired
brands, which have been affected by the general slump in the
economy.  

The company's consolidated balance sheets showed total assets of
$213,912,000 and total debts of $283,904,000 resulting in a
stockholders' deficit of $69,681,000 for the fiscal thirteen weeks
ended Aug. 25, 2007.

The Bloomberg report says the company has assets of $194.8 million
and debts of $279 million.  The company owes $38,300,000 to
unsecured creditors including Coty Inc., which asserted
$25,400,000 million in claims, the report adds.

In conjunction with the filing, the company is seeking a buyer for
the business as a going concern.  The company is in talks with
prospective buyers and expects to complete a sale by Sept. 30,
2008.  The company says that it does not expect that the sale will
result in any recovery to common stockholders.

Bloomberg relates that an auction will take place on Sept. 10,
2008, followed by a sale hearing on Sept. 17, 2008.  Bids are due
Sept. 8, 2008, the report says.

The company's decision to file for bankruptcy follows an extensive
review by management and the board of alternatives to address
financial pressures from tightening credit markets, strain on
material flows and the liquidity impact associated with its the
healing garden brand re-launch.  These discussions with its
secured creditors, the company determined that a formal
reorganization and sale of the business offers the most effective
means of addressing these financial challenges and is in the long-
term best interest of Ascendia and its many long-term customers
and vendors.

Furthermore, Ascendia says that it entered into an agreement with
its senior secured lenders to provide a debtor-in-possession
financing facility and plans to continue to operate in the
ordinary course pending a sale.  

Bloomberg citing papers filed with the Court, says the company
intends to access at least $9.4 million in postpetition financing
from Wells Fargo Foothill Inc. as agent for the lenders, to help
fund operations as it restructures.

              Carl Marks And Houlihan Lokey on Board

According to the company's regulatory filing with the Securities
and Exchange Commission, Steven R. Scheyer resigned as president
and chief executive officer of the company, and as a member of its
board of directors.

The company appointed Douglas A. Booth, a partner in Carl Marks
Advisory Group LLC, as chief restructuring officer under the terms
of an advisory agreement between the company and the firm.  Mr.
Booth will have overall responsibility for finance, sales,
marketing and operations and will also oversee negotiations
regarding a sale of the company as a going concern.

Doug Booth, the appointed Chief Restructuring Officer of Ascendia,
commented: "While many of Ascendia's core brands have a very
successful 50-year heritage and serve an important market niche,
we have recently faced considerable challenges.  After careful
analysis, the decision was made to restructure the business
through a Chapter 11 filing in order to streamline operations,
refocus on our core profitable products and sell the company in
order to better position the business for the future.  There is
significant potential at Ascendia and we believe that, with a new
ownership dedicated to the consumer product segment in which
Ascendia is a market presence, the business can effectively move
forward and grow its core brands.  The company will discontinue
unprofitable products in order to focus on strong brands and high
margin products within those brands, consolidate distribution
centers, and continue to enhance performance in support of its
sale process.

"We believe that a restructured and strengthened Ascendia with new
owners and a stronger balance sheet will offer our vendors an
excellent channel of distribution to our strong customer base,
while providing those customers appealing, well recognized brands.

"The Board and I would like to thank our employees, our vendors,
and our customers for their ongoing support as we work to secure
the future of our business.  We are confident that we will emerge
from this situation stronger and healthier with brands that are
well-positioned to reach their full potential.

"I would also like to thank Steven Scheyer for his efforts on
behalf of Ascendia and, on behalf of the Board and the company,
wish him well in his future endeavors."

On the other hand, the company selected Houlihan Lokey Howard &
Zubin Capital Inc. as financial adviser in connection with a
potential merger, acquisition and restructuring including a sale
of substantially all of the company's assets pursuant to a
financial advisory agreement.

The firm will be paid an initial $300,000 non-refundable cash fee.
Beginning on Aug. 3, 2008, the company will pay the firm a monthly
fee of $50,000.   Upon the completion of the first sale
transaction, the firm will receive $700,000 transaction fees and
$250,000 for each subsequent sale deal.  If the aggregate gross
consideration from all sales transactions surpassed $60,000,000,
the firm will get an incentive fee equal to 3% of the excess up to
an aggregate gross consideration of $90,000, 000 and 5% of the
excess thereafter.

A full-text copy of the company's financial advisory agreement is
available for free at http://ResearchArchives.com/t/s?3072

                         Covenant Default

As reported in the Troubled Company Reporter on Jan. 3, 2008, the
company has reached agreement with its senior lenders to
restructure its $160 million first and second lien debt
facilities.  Under the agreement, the company's senior lenders
will waive certain existing covenant defaults and adjust financial
covenant levels from now through the end of Ascendia's fiscal year
ending Feb. 28, 2009.

On Dec. 17, 2007, the company notified its senior lenders that it
is in default of certain covenants contained in its first and
second lien credit facilities and is unable to make certain
representations and warranties deemed to be made when drawings are
made under its revolving credit facility.

On Dec. 12, 2007, the company received notice from the agent for
the first lien lenders reserving such lenders' rights under the
first lien facility generally, including the right to cease making
advances under the revolving credit facility.

In connection with the restructuring of the company's senior debt,
one or more affiliates of Prentice Capital Management LP will make
an investment in convertible preferred equity securities of
the company.  The aggregate investment of $26.5 million includes
the conversion of a $2 million unsecured loan made by Prentice on
Nov. 19, 2007.

Closing of the debt re-structuring and equity funding is subject
to the completion of definitive transaction documents and their
approval by the company's board of directors, provision of a
fairness opinion and other customary closing conditions.  The
parties expect that the transaction will close, and funding will
occur, on or around Jan. 14, 2008.  However, closing of the
transaction cannot be assured.

"We are very pleased to have reached agreement in principle with
our lenders on the restructuring of our debt," Steven R. Scheyer,
president & chief executive officer of Ascendia, commented.  "We
now look forward to starting 2008 on a high note as we prepare to
roll out our exciting new the healing garden product line."

                     Form 10-K Delayed Filing

The company said its annual report on Form 10-K for the fiscal
year ended Feb. 29, 2008, could not be filed within the prescribed
time period because the company needs additional time to complete
the audit for the fiscal year.  In addition, the company has not
completed the review of the accounting for the fiscal quarter
ended Nov. 24, 2007.

The company said that it will file the annual report on Form 10-K
with the SEC by June 30, 2008, but it has not filed the report
until now.

                       About Ascendia Brands

Headquartered in Hamiliton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com-- makes and sells branded consumer  
products primarily in North America and over 80 countries as well.
The company's customers include Walmart, Walgreens, Kmart, Meijer
Stores, Target, and CVS.


ASCENDIA BRANDS: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ascendia Brands, Inc.
        aka Alluristics, Inc.
        aka Cenuco, Inc.
        aka Donnebrooke Corp.
        aka Virtual Academics.Com Inc.
        100 American Metro Boulevard, Suite 108
        Hamilton, NJ 08619

Bankruptcy Case No.: 08-11787

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Hermes Acquisition Company, LLC                    08-11788
Ascendia Brands Co., Inc.                          08-11789
Lander Co., Inc.                                   08-11790
Lander Intangibles Corp.                           08-11791
Ascendia Real Estate LLC                           08-11792

Type of Business: The Debtor makes and sells branded consumer
                  products primarily in North America and over 80  
                  countries as well.  The company's customers
                  include Walmart, Walgreens, Kmart, Meijer
                  Stores, Target, and CVS.
                  See: http://www.ascendiabrands.com/

Chapter 11 Petition Date: Aug. 5, 2008

Court: District of Delaware (Delaware)

Judge: Brendan Linehan

Debtors' Counsel: M. Blake Cleary, Esq.
                   (bankfilings@ycst.com)
                  Young, Conaway, Stargatt & Taylor
                  1000 West Street, 17th Floor
                  P. O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  http://ycst.com/

Corporate Counsel: Kramer Levin Naftalis & Frankel LLP

Investment Banker: Houlihan Lokey Howard & Zukin Capital Inc.

Chief Restructuring Officer: Carl Marks Advisory Group LLC

The Debtor's financial condition as of July 5, 2008:

Estimated Assets: $194,800,000

Estimated Debts:  $279,000,000

Consolidated Debtors' List of 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Coty, Inc.                     debt                  $25,385,937
2 Park Avenue, 17th floor
New York, NY 10016
Tel: (212) 479-4351
Fax: (212) 479-4508

Prencen LLC                    debt                  $2,083,334
623 Fifth Avenue, 32nd floor
New York, NY 10022
Tel: (212) 756-1489
Fax: (212) 756-1497

Zotos International Inc.       trade                 $1,218,401
Draw # AA
P.O. Box 26821
New York, NY 10087-6821
Tel: (203) 656-7819
Fax: (203) 656-7888

Matrix Packaging Inc.          trade                 $1,218,401
245 Britannia Road East
Mississauga, Ontario L4Z 4J3
Tel: (905) 624-2337
Fax: (818) 709-0085

Rand Corporation               trade                 $968,908
3389 Paysphere Circle
Chicago, IL 60674
Tel: (514) 428-0002
Fax: (732) 287-2519

Cognis Corporation             trade                 $812,801
P.O. Box 827384
Philadelphia, PA 19182-7394
Tel: (800) 254-1029
Fax: (212) 513-482-5502

Joe Falsetti                   indemnified           $762,820
6775 Phillips Mill Road        party
New Hope, PA 18938
Tel: (215) 262-4037

Berlin Packaging NY, LLC       trade                 $677,231
36542 Treasury Center
IL 60694-6500
Tel: (201) 947-7744
Fax: (312) 258-7018

Kane Warehousing, Inc.         trade                 $440,947
P.O. Box 931
Scranton, PA 18501-0931
Tel: (570) 344-9801
Fax: (570) 342-1652

Consolidated Container Co. LP  trade                 $413,947
P.O. Box 13308
Newark, NJ 07101-3308
Tel: (402) 934-2400
Fax: (402) 391-7042

Dewolf Chemical Inc.           trade                 $385,148
400 Massasoit Ave., Suite 106
East Providence, RI 02914
Tel: (401) 434-3515
Fax: (401) 434-5306

BDO Seidman, LLP               trade                 $314,737
90 Woodbridge Center
Drive, Suite 710
Woodbridge, NJ 07095
Tel: (732) 750-0900
Fax: (732) 750-1222

Temple-Inland                  trade                 $311,290
P.O. Box 360853
Pittsburg, PA 15251-6853
Tel: (607) 775-1550
Fax: (607) 775-2813

Hillman & Partners             trade                 $277,895
1776 Broadway, Suite 1610
New York, NY 10019
Tel: (212) 871-1787
Fax: (212) 871-1788

Empire-Emco                    trade                 $260,774
2430 North Forest
Road, Suite 125
Getzville, NY 14068
Tel: (716) 898-8217
Fax: (716) 832-7042

Petro-Canada                   trade                 $257,621
P.O. Box 4038, Station A
Toronto, Ontario
M5W 1S5
Tel: (800) 364-7993
Fax: (905) 804-3618

Kane Traffic Services Inc.     trade                 $252,579
P.O. Box 931
Scranton, PA 18501-0931
Tel: (570) 344-9801
Fax: (570) 342-1652

Korex Canada                   trade                 $224,422

Sonneborn Inc.                 trade                 $228,962

Pretium Packaging LLC          trade                 $222,706

Continental Packaging          trade                 $212,389

Berry Plastic Corp.            trade                 $198,356

Mane Inc.                      trade                 $194,182

Univar Usa Inc.                trade                 $185,151

Coughlin Gerhart LLP           judgment              $177,592

Sky Solutions                  trade                 $177,244

Arnold Logistic                trade                 $158,786

Team Technologies              trade                 $151,440

Protameen Chemicals Inc.       trade                 $143,633

Thomas Ferguson                judgment              $131,815


BALTIMORE HOTEL: S&P Affirms 'BB' Rating on $53MM 2006B Bonds
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB-' underlying
rating on the Baltimore Mayor and City Council, Md.'s $247.5
million convention center hotel senior revenue series 2006A bonds
on CreditWatch with negative implications. The CreditWatch
reflects the bonds' ties to the ratings on XL Capital Assurance
Inc. (BBB-/Watch Neg/--), which provides the surety for the series
2006A bonds and the debt service reserve fund (SR DSRF).

At the same time, S&P affirmed its 'BB' rating on the council's
$53.44 million convention center hotel subordinate revenue series
2006B bonds, which have a stable outlook.

The council issued both series of bonds for the Baltimore Hotel
Corp.

The '3' recovery rating assigned to the 2006 series A debt
reflects expectations of meaningful recovery (50%-70%) if a
payment default occurs, while the '6' recovery rating assigned to
the 2006 B series debt indicates negligible recovery (0%-10%).

The ratings on the bonds reflect the near- and long-term risks
associated with a start-up hotel, which are slightly mitigated by
the city's $7 million annual back-up pledge of city hotel taxes.
Bond proceeds funded the hotel's construction, which is projected
to meet its substantial completion date of Aug. 9, 2008 and open
to the public in late August 2008.

"We could downgrade the 2006A series bonds if liquidity goes lower
than the current levels and if additional reserves are not
available to replace the surety policy," said Standard & Poor's
credit analyst Jodi Hecht.

"The stable outlook on the 2006B series bonds is based on the
hotel's ability to open on time and within budget and to attain
its projected financial performance. We could lower the rating if
coverage levels are lower than projections as a result of a
prolonged economic slowdown, or other competitive factors that
reduce net hotel revenues. Although we do not expect to do so at
this time, we could raise the rating if the hotel's operating and
financial performance significantly exceeds forecasts after
stabilization is complete," S&P says.


BARRY SABLOSKY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Barry Alan Sablosky
        20113 N. Key Dr.
        Boca Raton, FL 33498

Bankruptcy Case No.: 08-00451

Chapter 11 Petition Date: August 1, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Kenneth S. Rappaport, Esq.
                  Email: rappaport@kennethrappaportlawoffice.com
                  1300 N. Federal Hwy., Ste. 203
                  Boca Raton, FL 33432
                  Tel: (561) 368-2200
                  http://www.kennethrappaportlawoffice.com/

Total Assets: $1,279,237

Total Debts:  $3,168,686

A copy of Barry Alan Sablosky's petition is available for free at:

           http://bankrupt.com/misc/flsb08-0045.pdf      


BIO-KEY INT'L: Enters Into Office Lease Agreement with Normandy
---------------------------------------------------------------
BIO-key International, Inc. entered into an Office Lease
Agreement, effective as of June 30, 2008, with Normandy Nickerson
Road, LLC to lease office space located at 300 Nickerson Road,
Marlborough, Massachusetts and consisting of approximately 14,907
square feet.  Since September 20, 2004, the company has subleased
approximately 38,000 square feet of space at this location
pursuant to a Sublease entered into with NexCen Brands, Inc. (fka
Aether Systems, Inc.), as subtenant.

The Sublease will expire in accordance with its terms on August
31, 2008.  The term of the Lease will commence on September 1,
2008 and will end on August 31, 2011.  Under the Lease, the
company will be required to make monthly rental payments of
$20,250.00 from September 1, 2008 through August 31, 2009,
$26,397.81 from September 1, 2009 through August 31, 2010 and
$27,640.06 from September 1, 2010 through August 31, 2011.

The Lease also provides for the payment of certain additional rent
to the Landlord for certain operating expenses and taxes.  Upon
execution of the Lease, the company delivered a security deposit
to the Landlord in the form of an irrevocable letter of credit in
the amount of $40,500.00.

Also on July 28, 2008, the company entered into a Settlement and
Mutual Release Agreement with Dataradio Corporation in order to
resolve all matters relating to invoices totaling approximately
$2,350,000 that the company received from Dataradio in January
2008 for materials that had been delivered by Dataradio, as a
subcontractor on a long-term project for which the Company had
served as the prime contractor.

Pursuant to the Settlement Agreement, the parties agreed to a
payment schedule under which the Company will be required to
satisfy this outstanding balance, plus interest at seven percent
(7%) per annum on the unpaid portion of the balance, in full on or
before June 1, 2009.  In return, Dataradio agreed to forbear from
exercising any of its rights and remedies against the company with
respect to these amounts so long as the company remains in
compliance with its obligations under of the Settlement Agreement.

                     About BIO-key International

Headquartered in Wall, New Jersey, BIO-key International Inc.
(OTC BB: BKYI) -- http://www.bio-key.com/-- develops and delivers    
advanced identification solutions and information services to law
enforcement departments, public safety agencies, government and
private sector customers.

BIO-key International Inc.'s consolidated balance sheet at
March 31, 2008, showed $12.6 million in total assets, $8.9 million
in total liabilities, and $6.9 million in redeemable convertible
preferred stock, resulting in a roughly $3.3 million stockholders'
deficit.

                        Going Concern Doubt

Carlin, Charron, & Rosen LLP, in Westborough, Massachusetts,
expressed substantial doubt about BIO-key International Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditing firm pointed to the company's
substantial net losses in recent years, and accumulated deficit at
Dec. 31, 2007.


BOYD GAMING: S&P Says Rating Unaffected By Plans to Delay Echelon
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its rating and outlook on
Boyd Gaming Corp. (BB/Negative/--) are unaffected by the company's
announcement that construction on its Echelon project will be
delayed due to challenging credit markets and difficult economic
conditions. In addition to delaying this project, Boyd has also
elected to eliminate its quarterly dividend, which will add more
than $50 million per year to the company's discretionary cash
flow. As a potential offset, the board of directors has authorized
an increase to the company's share repurchase authorization to
$100 million.

S&P views the decision to delay the Echelon project as a positive
in terms of Boyd's overall credit profile. S&P previously cited
concerns that the failure to secure financing for the joint
venture portion of the project in the near term would threaten the
company's ability to complete the entire project in a single
phase, which it feels is critical to its success. Furthermore, it
believes the company's ability to receive material cash
distributions from its Borgata joint venture in Atlantic City is
an important source of funds to support spending on Echelon, and
that the current credit markets may delay or limit Boyd's ability
to draw these distributions.

"Given recent weak performance on the Las Vegas Strip, combined
with substantial additional capacity scheduled to come online over
the next 12 to 15 months, we believe that the delay improves the
likelihood that Echelon will open to a more favorable market and
economic environment," S&P says.

"That said, we continue to believe that the negative rating
outlook is appropriate. Based upon preliminary financials, we
estimate that Boyd's operating lease-adjusted debt leverage is
about 5.7x (excluding earnings from Borgata) and EBITDA interest
coverage is below 3x, both weak for the current rating. The
company continues to face pressure at its Las Vegas locals
properties, which comprised more than 50% of property level EBITDA
during the 12 months ended June 30, 2008. While cost-containment
efforts resulted in a more moderate year-over-year EBITDA decline
at the locals properties in the June quarter (-6.6%) compared with
the March quarter (-10.6%), we continue to believe that, while
long-term prospects for this market are solid, a meaningful
recovery is likely at least a year away. Continued weakness at the
Blue Chip property also continues to weigh negatively on credit
metrics, although the near-term completion of the hotel expansion
should drive somewhat of a rebound in 2009."


CABLEVISION SYSTEMS: Reports Fin'l Results for 2nd Quarter of '08  
-----------------------------------------------------------------
Cablevision Systems Corporation reported financial results for the
second quarter ended June 30, 2008 with consolidated net revenue
grew 9.2% to $1.712 billion compared to the prior year period,
reflecting solid revenue growth in Telecommunications Services,
Rainbow and Madison Square Garden.  Consolidated adjusted
operating cash flow increased 18.5% to $602.6 million and
consolidated operating income grew 43.6% to $299.3 million.

Operating highlights for second quarter 2008 include:

  -- Cable Television net revenue growth of 9.0% and AOCF growth
     of 12.9% for the quarter

  -- quarterly addition of 260,000 revenue generating units
     including the addition of 7,000 basic video subscribers

  -- average monthly evenue per Basic Video Customer of $132.29 in
     the second quarter of 2008

  -- Rainbow net revenue growth of 14.6% and AOCF growth of 71.6%
     for the quarter

  -- Optimum Lightpath net revenue growth of 20.2% and AOCF growth
     of 38.6% for the quarter

Cablevision President and CEO James L. Dolan commented:
"Cablevision enjoyed an excellent second quarter with solid
increases in net revenue and AOCF, driven by continuing growth in
all of our key businesses.  Subscriber increases across all of our
consumer services, including basic video, continued to fuel our
success in cable and ensured our industry-leading penetration
rates for yet another quarter.  Rainbow achieved double-digit
revenue and AOCF growth for the quarter due primarily to a
significant increase in advertising revenue, while MSG generated
strong revenue growth of its own," concluded Mr. Dolan.

A copy of the company's consolidated financial results is
available at no charge at: http://ResearchArchives.com/t/s?306c  

                  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.


CARDIAC MANAGEMENT: Has Interim Court Nod to Use Cash Collateral
----------------------------------------------------------------
The Honorable Laurel M. Isicoff of the U.S. Bankruptcy Court for
the Southern District of Florida gave interim authority to Cardiac
Management Systems, Inc. and its debtor-affiliates to use the cash
collateral of their prepetition lenders.

The Debtors relate that their prepetition accounts receivable, and
most of their other assets, are subject to a security interest in
favor of Merrill Lynch Business Financial Services Inc.  The
proceeds derived from the Debtors' accounts receivable form part
of Merrill Lynch's collateral, and therefore, these proceeds in
the form of monies in bank accounts and future collection
constitute "cash collateral" within the meaning of Section 363 of
the U.S. Bankruptcy Code.

The Debtors told the Court that Merrill Lynch is secured to the
extent of the entire debt, which, at the date of bankruptcy
amounted to $7,471,670.  They also declared that Merrill Lynch is
already adequately protect with regard to its interest in the cash
collateral because the combined value of the cash collateral and
the non-cash collateral is at least $10 million, creating a large
cushion of value above the sum of the Debtors' obligation to the
bank.

However, Merrill Lynch previously disputed that it is adequately
protected by an equity cushion and does not concede that an equity
cushion exists.  The Debtors eventually agreed that the bank shall
have an automatically perfected replacement lien on accounts
receivable generated postpetition.

The Court acknowledged that the Debtor has no other source of
income except the proceeds of its prepetition accounts receivable,
and will suffer financial harm if they cannot use the cash
collateral.  The Court thus allows the Debtors to use the cash
collateral to pay for reasonable and ordinary operating expenses.

The Court also orders the Debtors to provide additional adequate
protection in the form of replacement security interest on all
postpetition accounts receivable to the same extent, validity, and
priority as those that existed on the date of bankruptcy.

Based in Miami, Florida, Cardiac Management Systems, Inc. and its
affiliates provide management services and medical laboratory
facilities.  The company and 14 of its affiliates filed for
Chapter 11 protection on June 30, 2008 (Bankr. S.D. Fla. Lead Case
No. 08-19029).  Patrick S. Scott, Esq. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed estimated assets $10
million to $50 million, and estimated debts of $10 million to $50
million.


CARDIAC MANAGEMENT: Section 341(a) Meeting Scheduled for August 8
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Cardiac
Management Systems, Inc. and its debtor-affilites' creditors on
Aug. 8, 2008, at 1:30 p.m., at the Claude Peper Federal Building,
51 Southwest, First Avenue, Room 1021, in Miami, Florida.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

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

Based in Miami, Florida, Cardiac Management Systems, Inc. and its
affiliates provide management services and medical laboratory
facilities.  The company and 14 of its affiliates filed for
Chapter 11 protection on June 30, 2008 (Bankr. S.D. Fla. Lead Case
No. 08-19029).  Patrick S. Scott, Esq. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed estimated assets $10
million to $50 million, and estimated debts of $10 million to $50
million.


CARDIAC MANAGEMENT: Seeks to Employ Patrick S. Scott as Counsel
---------------------------------------------------------------
Cardiac Management Systems, Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Patrick S. Scott & Associates P.A.
as their bankruptcy counsel.

Patrick S. Scott and Associates will, among others, give advice to
the Debtors with respect to their powers and duties as debtors-in-
possession, and represent the Debtors in negotiations with their
creditors and in the preparation of a plan.

Documents submitted to the Court did not outline the hourly rates
that the firm will charge the Debtors.

Patrick S. Scott, Esq. assures the Court that the firm does not
represent any interest that is adverse to the Debtors' estates.

Based in Miami, Florida, Cardiac Management Systems, Inc. and its
affiliates provide management services and medical laboratory
facilities.  The company and 14 of its affiliates filed for
Chapter 11 protection on June 30, 2008 (Bankr. S.D. Fla. Lead Case
No. 08-19029).  When the Debtors filed for protection from their
creditors, they listed estimated assets $10 million to $50
million, and estimated debts of $10 million to $50 million.


CARL BARZILAUSKAS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Carl Joseph Peter Barzilauskas
        Cathi Dian Barzilauskas
        4444 Lower Schooner Road
        Nashville, IN 47448

Bankruptcy Case No.: 08-09448

Chapter 11 Petition Date: August 4, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: Jeffrey M. Hester, Esq.
                  (jeff@tucker-hester.com)
                  Tucker | Hester, LLC
                  429 North Pennsylvania Street, Suite 100
                  Indianapolis, IN 46204-1816
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031

Total Assets: $2,088,162

Total Debts:  $2,696,540

Debtor's list of its 20 largest unsecured creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Indiana Department of Revenue    ProHealth               $195,103
Compliance Division              Withholding Taxes
100 North Senate Street
Room N203
Indianapolis, IN 46204

Internal Revenue Service         Personal Liability      $161,626
P.O. Box 21126                   on ProHealth
Philadelphia, PA 19114           Employment Taxes

Beasley Food Service Inc.        Personal Guaranty       $143,923
4863 West Vernal Pike            of Colorado
P.O. Box 1938                    Steakhouse
Bloomington, IN 47402

Monroe Bank                      Personal Guaranty       $110,398
                                 of First Health Care

Bloomfield State Bank            Loan                     $83,730

Wells Fargo                      Credit Card              $77,198

Sysco                            Judgment                 $56,472

Bank of America                  Credit Card              $33,283

Chase                            Agreed Judgment          $24,874

LVNV Funding LLC                                          $17,376

Indiana Dept. of Workforce Dev.  Personal Liability       $15,726
                                 for Unpaid Corporate
                                 Unemployment Taxes of
                                 ProHealth

Sears Gold Mastercard            Credit Card              $15,691

Target National Bank             Credit Card              $15,589

Discover                         Credit Card              $13,456

Cabelas Visa Center              Credit Card              $12,844

Ford Motor Credit                Vehicle                  $30,000
                                                         Secured:
                                                          $18,115

Citi Cards                       Credit Card              $10,332

Advanta Bank Corp.               Credit Card               $8,223

Office Depot                     Credit Card               $4,047

Elan Financial Services          Credit Card               $2,987


CARLYLE-BLUE WAVE: Commences Orderly Liquidation
------------------------------------------------
Carlyle-Blue Wave Partners Management, LP has voluntarily
decided to end its multi-strategy investment program and to
begin liquidating positions in an orderly manner in anticipation
of an eventual closing of the Carlyle Multi-Strategy Partners
funds.

Though the funds' equity-focused share class is up more than two
percent in 2008, thereby beating the S&P 500 by nearly 14
percentage points, the funds launched in a challenging market
and have not been able to achieve the critical mass of assets
under management necessary to support a multi-strategy fund
infrastructure.

Investors have been informed that the funds have begun to
liquidate their portfolio in an orderly manner.

HedgeWeek says the liquidation comes barely 15 months after
Carlyle-Blue Wave was launched in April 2007.  HedgeWeek says
Carlyle Multi-Strategy Partners funds lost heavily on fixed-income
investments in 2007 and failed to reach their target of USD1
billion in assets under management.

HedgeWeek notes that the funds launched with capital of USD900
million, but their assets have now fallen to just USD 600 million.

The Carlyle Group is a minority partner in CBW.  HedgeWeek says
former Deutsche Bank executives Rick Goldsmith and Ralph Reynolds
were part of the joint venture.

HedgeWeek, citing a Bloomberg report, says Carlyle Multi-Strategy
Partners suffered badly during the 2007 credit crisis, losing 9.5%
in October on its debt and residential mortgage-backed securities
investments before abandoning fixed-income investments, prompting
redemption requests from investors.   Despite the success of the
switch to equities, the funds remained far short of the 9 per cent
gain that would have been necessary before they could start
levying performance fees, the Bloomberg report says.

HedgeWeek also notes that earlier this year Carlyle Capital
Corporation, an Amsterdam-listed fund investing in mortgage-backed
securities, collapsed after it was unable to meet margin calls and
the highly leveraged funds saw its assets seized by its lenders.


CARIBBEAN RESTAURANTS: S&P Affirms 'B-' Corp. Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on San
Juan, Puerto Rico-based Caribbean Restaurants LLC (CRI) to stable
from negative. At the same time, S&P affirmed the 'B-' corporate
credit rating on the company and assigned a 'B' rating (one notch
higher than the corporate credit rating) to CRI's $149 million
senior secured notes due 2012 ($146 million gross proceeds). S&P
expects the issue to be sold as 144A private placement without
registration rights. S&P assigned a recovery rating of '2' to the
debt, indicating the expectation for substantial (70%-90%)
recovery in the event of payment default.

"The outlook revision reflects CRI's increased financial
flexibility," said Standard & Poor's credit analyst Jackie E.
Oberoi, "as the company is refinancing its existing $30 million
revolver and is likely to have far less restrictive financial
covenants as a result."


CARLYLE-BLUE WAVE: Commences Orderly Liquidation
------------------------------------------------
Carlyle-Blue Wave Partners Management, LP has voluntarily
decided to end its multi-strategy investment program and to
begin liquidating positions in an orderly manner in anticipation
of an eventual closing of the Carlyle Multi-Strategy Partners
funds.

Though the funds' equity-focused share class is up more than two
percent in 2008, thereby beating the S&P 500 by nearly 14
percentage points, the funds launched in a challenging market
and have not been able to achieve the critical mass of assets
under management necessary to support a multi-strategy fund
infrastructure.

Investors have been informed that the funds have begun to
liquidate their portfolio in an orderly manner.

HedgeWeek says the liquidation comes barely 15 months after
Carlyle-Blue Wave was launched in April 2007.  HedgeWeek says
Carlyle Multi-Strategy Partners funds lost heavily on fixed-income
investments in 2007 and failed to reach their target of USD1
billion in assets under management.

HedgeWeek notes that the funds launched with capital of USD900
million, but their assets have now fallen to just USD 600 million.

The Carlyle Group is a minority partner in CBW.  HedgeWeek says
former Deutsche Bank executives Rick Goldsmith and Ralph Reynolds
were part of the joint venture.

HedgeWeek, citing a Bloomberg report, says Carlyle Multi-Strategy
Partners suffered badly during the 2007 credit crisis, losing 9.5%
in October on its debt and residential mortgage-backed securities
investments before abandoning fixed-income investments, prompting
redemption requests from investors.   Despite the success of the
switch to equities, the funds remained far short of the 9 per cent
gain that would have been necessary before they could start
levying performance fees, the Bloomberg report says.

HedgeWeek also notes that earlier this year Carlyle Capital
Corporation, an Amsterdam-listed fund investing in mortgage-backed
securities, collapsed after it was unable to meet margin calls and
the highly leveraged funds saw its assets seized by its lenders.


CASTLE EURASIA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Castle Eurasia Corp.
        2855 Las Flores Ave.
        Riverside, CA 92503

Bankruptcy Case No.: 08-19726

Chapter 11 Petition Date: August 1, 2008

Court: Central District of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Dennis Baranowski, Esq.
                  Email: dennis@baranowskilaw.com
                  9421 Haven Ave., Ste. 220
                  Rancho Cucamonga, CA 91730
                  Tel: (909) 581-8290
                  Fax: (909) 481-4381
                  http://www.baranowskilaw.com/

Total Assets: $18,038,620

Total Debts:  $4,062,500

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


CBRL Group: Moody's Places Ba2 CF, Debt Ratings on Review
---------------------------------------------------------
Moody's Investors Service placed the ratings of CBRL Group Inc. on
review for possible downgrade.  Ratings placed on review include
the company's Ba2 Corporate Family Rating, Ba2 Probability of
Default Rating, and Ba2 senior secured debt rating.

The review for possible downgrade considers that the continuation
of a weak consumer environment and high commodity costs could make
it difficult for CBRL to improve its credit statistics to a level
more consistent with its current rating. Currently, debt/EBITDA
(4.45 times) and retained cash flow/debt (9.7%) are more
characteristic of a lower rating category.

Moody's review will consider CBRL's ability to improve its credit
metrics in light of the weakened economic environment and higher
operating costs.  The review will also take into consideration the
company's financial policies which Moody's continues to view as
being relatively aggressive.  CBRL recently announced its board of
directors authorized up to $65 million of share repurchases to be
made from time to time at management's discretion.

CBRL Group Inc., headquartered in Tennessee, is a publicly traded
holding company that is engaged in the operation and development
of the Cracker Barrel Old Country Store restaurant and retail
concept. CBRL had total revenues of approximately $2.4 billion for
the twelve month period ending May 2008.


CEDARWOODS CRE: S&P Affirms Rating on Class F Securities
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on eight
classes from Cedarwoods CRE CDO Ltd. At the same time, S&P removed
the four ratings that were on CreditWatch with negative
implications from CreditWatch, where they were placed on May 28,
2008.

The rating actions follow S&P's analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities. S&P's review
incorporates Standard & Poor's revised recovery rate assumptions
for commercial mortgage-backed securities (CMBS).

According to the trustee report dated July 21, 2008, the
transaction's current assets included 83 classes ($261 million,
64%) of pass-through certificates from 62 distinct CMBS
transactions issued between 1997 and 2007. None of the CMBS assets
represent an asset concentration of 10% or more of total assets.
The current assets also included 16 classes ($83.2 million, 20%)
from eight CMBS resecuritizations and 12 real estate investment
trust (REIT) securities ($63 million, 15%). The aggregate
principal balance of the assets totaled $407.2 million, up from
$400 million at issuance, while the aggregate liabilities totaled
$400 million, which is unchanged since issuance. None of the
current assets are first-loss positions. Since Standard & Poor's
placed the ratings on four classes on CreditWatch with negative
implications on May 28, 2008, the collateral manager has purchased
additional assets as collateral for the managed transaction. The
additional assets further overcollateralize the transaction and
improve the credit support for the transaction's liabilities,
which contributed to the affirmed ratings.

S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'BBB-'
rated obligations. Standard & Poor's rates $378.5 million (93%) of
the assets. S&P reanalyzed its outstanding credit estimates for
the remaining assets.

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

Cedarwoods CRE CDO Ltd.
Floating and deferrable floating secured notes

              Rating
Class    To           From

C        A            A/Watch Neg
D        BBB          BBB/Watch Neg
E        BBB-         BBB-/Watch Neg
F        BB           BB/Watch Neg

RATINGS AFFIRMED

Cedarwoods CRE CDO Ltd.
Floating and deferrable floating secured notes

Class    Rating

A-1      AAA
A-2      AAA
A-3      AAA
B        AA


CENTENNIAL COMMUNICATIONS: Tremblant Capital Bares Share Ownership
------------------------------------------------------------------
Tremblant Capital Group discloses ownership of 5,500,808 of
Centennial Communications Corp. $0.01 par value Common Stock
(CUSIP Number: 15133V208), representing 5.1% of the class.

               About Centennial Communications

Based in Wall, New Jersey, Centennial Communications Corp.
(Nasdaq: CYCL) - http://www.centennialwireless.com/--
provides regional wireless and integrated communications
services in the United States and the Puerto Rico with
approximately 1.1 million wireless subscribers and 582,200 access
lines and equivalents.  The US business owns and operates
wireless networks in the Midwest and Southeast covering parts of
six states.  Centennial's Puerto Rico business owns and operates
wireless networks in Puerto Rico and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe is a significant
shareholder of Centennial.

                          *     *     *

Centennial Communications Corp. continues to carry Moody's
Investor Services' 'Caa1' senior unsecured debt rating, which was
placed in September 2006.

As reported by the TCR on Aug 4, 2008, Centennial Communications'
consolidated balance sheet at May 31, 2008, showed $1.38 billion
in total assets, $2.42 billion in total liabilities, and
$4.9 million in minority interest in subsidiaries, resulting in a
$1.04 billion stockholders' deficit.


CHANNEL RE: Moody's DownGrades Securities Rating to Ba1 from A3
---------------------------------------------------------------
Moody's Investors Service has downgraded to Baa1, from Aa3, the
insurance financial strength rating of Channel Reinsurance Ltd.  
In the same rating action, Moody's also downgraded the rating of
Two Rock Pass Through Trust, a related contingent capital facility
to Ba1 from A3.  The rating action reflects Moody's views on
Channel Re's overall credit profile in the current environment,
including increased expected and stress loss projections among its
mortgage-related risk exposures relative to previous estimates,
and significantly constrained new business prospects. The outlook
for the ratings is negative, reflecting uncertainty regarding
ultimate performance of mortgage-related CDO exposures, and
Channel Re's strategic options that could be pursued by the
company if the weak new business environment persists.

Moody's said that its assessment of Channel Re's franchise value
and financial flexibility have weakened significantly in the
current environment.  Channel Re has written little new business
in the last few months as market perceptions about its only
primary client, MBIA, have been adversely affected due to concerns
about the ultimate performance of MBIA's mortgage related
exposures. If business volumes continue to remain weak, Channel
Re's investors could decide to reconsider their long term
commitment to the financial guaranty reinsurance business,
potentially resulting in a change in strategy or a downsizing of
the firm's capital base going forward.  In this context, however,
Moody's notes that Channel Re provides collateral protection to
MBIA through its New York regulatory 114 trust and supplemental
trust accounts.  Together, these two trust accounts hold a large
portion of the company's assets, and any alternate capital plan
pursued by the company would be, to a great extent, affected by
the structural features provided through these agreements.

Moody's has re-estimated expected and stress loss projections on
Channel Re's insured portfolio, focusing on the company's
mortgage-related ABS CDO exposures as well as other sectors of the
portfolio potentially vulnerable to deterioration in the current
environment.  Based on Moody's revised assessment of the risks in
Channel Re's portfolio, estimated stress-case losses would
approximate $780 million at the Aa3 threshold and $630 million at
the Baa1 threshold.  This compares to Moody's estimate of Channel
Re's claims paying resources of approximately $959 million.
Moody's noted that its stress case estimates for Channel Re's ABS
CDO exposures increased by roughly $150 million to $377 million.
Relative to Moody's 1.3x "target" level for capital adequacy,
Channel Re is currently $55 million below the Aa3 target level and
is $140 million above the Baa1 target level.

Moody's notes that, beyond Channel Re's affected mortgage related
exposures, portfolio risks appear to be well contained as
reflected in its low risk municipal portfolio and structured risks
with high underlying ratings. Most structured finance sectors
outside of residential mortgage products are performing well,
although certain exposures, such as some commercial real estate
CDOs, because of their leveraged structure and sector
concentration, may be more sensitive to severe economic or sector
deterioration.  Moody's also commented that risk concentrations
due to large transaction sizes is a meaningful issue for Channel
Re in some segments such as commercial real estate CDOs.

Moody's will continue to evaluate Channel Re's ratings in the
context of the future performance of the company's mortgage
related exposures relative to expectations and resulting capital
adequacy levels.  Moody's will also monitor other developments at
the company including any strategic options pursued by management
in response to the weak demand conditions.

These ratings have been downgraded:

  -- Channel Reinsurance Ltd. -- insurance financial strength to
     Baa1, from Aa3; and

  -- Two Rock Pass Through Trust -- contingent capital securities
     to Ba1, from A3.

Channel Reinsurance Ltd. is a Bermuda-based financial guaranty
reinsurance company that was established in 2004 to provide
reinsurance capacity to MBIA Insurance Corporation.  The company's
investors include MBIA, Koch Financial, Partner Reinsurance
Company Ltd. and Renaissance Re Holding Ltd.


CHASEY VENTURES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Chasey Ventures, LLC
        2004 North Commerce Drive, Suite 100
        Peachtree City, GA 30269

Bankruptcy Case No.: 08-12210

Related Information: Scott Seymour, manager, filed the petition on
                     the Debtor's behalf.

Chapter 11 Petition Date: August 4, 2008

Court: Northern District of Georgia (Newnan)

Debtor's Counsel: John A. Christy, Esq.
                  Schreeder, Wheeler & Flint, LLP
                  1100 Peachtree Street, Suite 800
                  Atlanta, GA 30309-4516
                  Tel: (404) 681-3450
                  Fax: 404 681 1046
                  (jchristy@swfllp.com)

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


CORNERSTONE MINISTRIES: Berman Hopkins Approved as Auditor
----------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Georgia gave Cornerstone Ministries Investments Inc. permission to
employ Berman, Hopkins, Wright & Laham as its auditor.

The firm is expected to audit the Debtor's balance sheet as of
Dec. 31, 2007, and the related statements of operations, changes
in shareholders' equity, and cash flows for the year then ended.  
In conjunction with the annual audit, the firm will review the
Debtor's unaudited quarterly financial information for each of the
four quarters in the year ending Dec. 31, 2007.

The firm's professionals and their compensation rates are:

      Designations                  Hourly Rates
      ------------                  ------------
      Partners                          $270
      Senior Managers                   $215
      Senior Associates                 $150
      Staff                             $85

Joseph Krusick, a senior manager at firm, assures the Court that
the firm does not hold any interest adverse to the Debtor's
estates and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Krusick can be reached at:

      Joseph Krusick
      Berman Hopkins Wright & Laham
      Melbourne/Viera
      8035 Spyglass Hill Road
      Melbourne, FL 32940
      Tel: (321) 757-2020
      Fax: (321) 242-4844
      http://www.bermanhopkins.com/

                  About Cornerstone Ministries

Headquartered in Cumming, Georgia, Cornerstone Ministries
Investments Inc. -- http://www.cmiatlanta.com/-- is engaged in      
financing the acquisition and development of facilities for use by
churches, faith-based or non-profit organizations and for-profit
organizations.  The company offers development, construction,
bridge and interim loans, usually due within one to three years.   
The company makes loans to four distinct groups of borrowers,
including churches, senior housing facilities, family housing
development projects and daycare/faith-based schools.

The company filed for Chapter 11 protection on Feb. 10, 2008 (N.D.
Ga. Case No. 08-20355).  J. Robert Williamson, Esq., at Scroggins
and Williamson, represents the Debtor.  The Debtor selected BMC
Group Inc. as claims, noticing and balloting agent.  When the
Debtor filed for protection from its creditors, it listed assets
was $159,118,892 and debts of $153,847,984.

As reported in the Troubled Company Reporter on June 4, 2008, the
Court further extended the Debtor's exclusive period to file a
Chapter 11 plan until Sept. 8, 2008.

                           *    *    *

The Debtor reported an opening cash balance of $223,168 and a
closing cash balance of $256,014 for the period March 1, 2008
until March 31, 2008, according to its monthly financial report.


CORONIS BUILDING: Case Summary & 22 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Coronis Building Systems, Inc.
        92 Columbus-Jobstown Road
        P.O. Box 200
        Columbus, NJ 08022

Bankruptcy Case No.: 08-24648

Chapter 11 Petition Date: August 4, 2008

Court: District of New Jersey (Trenton)

Debtor's Counsel: Scott Eric Kaplan, Esq.
                  (kaplanlaw1@verizon.net)
                  Professional Center at Hamilton
                  2083 Klockner Road
                  Hamilton, NJ 08690
                  Tel: (609) 587-2800

Total Assets:   $268,397

Total Debts:  $1,791,585

A copy of Coronis Building Systems, Inc.'s petition is available
for free at:

            http://bankrupt.com/misc/njb08-24648.pdf


CREATIVE DESPERATION: Files Schedules of Assets & Liabilities
-------------------------------------------------------------
Creative Desperation Inc. filed with the U.S. Bankruptcy Court for
the Southern District of Florida, its amended schedules of assets
and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                         $0
  B. Personal Property           $501,000,050
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                   $2,400
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $1,088,100
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $3,003,670
                                  -----------    -----------
     TOTAL                       $501,000,050     $4,092,170

Weston, Florida-based Creative Desperation Inc., dba Galileo
Systems International, was founded by Peter Letterese.  Creative
Desperation has changed its name six times.  Its other names
include Peter Letterese & Associates Inc., Safepoint Family
Training, Buildstrong International and S.A.V.E. International.

The Debtor filed its chapter 11 petition on June 30, 2008 (Bankr.
S.D. Fla. Case No. 08-19067).  Judge John K. Olson presides over
the case.  Charles D. Franken, Esq., represents the Debtor in its
restructuring efforts.  The Debtor listed total assets of
$501,000,050 and total liabilities of $2,552,400 when it filed for
bankruptcy.


CREATIVE DESPERATION: Taps Charles Franken P.A. as Bankr. Counsel
-----------------------------------------------------------------
Creative Desperation Inc. seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Charles D.
Franken P.A. as its bankruptcy counsel.

Charles D. Franken P.A. will, among others, give advice to the
Debtor with respect to its powers and duties as a debtor-in-
possession, and to represent the Debtor in negotiation with its
creditors in the preparation of a plan.

Documents submitted to the Court did not reveal the hourly rates
the firm will charge the Debtor for its services.

Charles D. Franken, Esq. assures the Court that the firm does not
represent any interest adverse to the Debtor's estates.

Weston, Florida-based Creative Desperation Inc., dba Galileo
Systems International, was founded by Peter Letterese.  Creative
Desperation has changed its name six times.  Its other names
include Peter Letterese & Associates Inc., Safepoint Family
Training, Buildstrong International and S.A.V.E. International.

The Debtor filed its Chapter 11 petition on June 30, 2008 (Bankr.
S.D. Fla. Case No. 08-19067).  Judge John K. Olson presides over
the case.  Charles D. Franken, Esq., represents the Debtor in its
restructuring efforts.  The Debtor listed total assets of
$501,000,050 and total liabilities of $2,552,400 when it filed for
bankruptcy.


CREDIT SUISSE: S&P Cuts Ratings on 5 Securities Classes to B, BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2006-TFL2.  Concurrently, S&P affirmed its ratings on 43 other
classes from this series.

The lowered ratings on the class K, L, MW-A, MW-B, and BEV-A
certificates followed S&P's reevaluation of three loans: JW
Marriott Starr Pass, Metropolitan Warner Center, and Beverly
Hilton. Based on current operating performance, the properties
securing these loans are not meeting Standard & Poor's initial
expectations. Together, these loans represent 24% of the pooled
trust balance. The Beverly Hilton and Metropolitan Warner Center
loans provide 100% of the cash flow for the BEV-A and the "MW"
raked certificates.

The affirmations reflect Standard & Poor's analysis of the
remaining loans in the pool, as well as increased credit
enhancement levels resulting from loan payoffs.

As of the July 15, 2008, remittance report, the pooled trust
collateral consisted of the senior participation interests in nine
floating-rate interest-only mortgage loans, one floating-rate
interest-only whole-mortgage loan, and two pari passu interest-
only whole-mortgage loans. All of the loans are indexed to one-
month LIBOR. The pooled trust balance has declined 39% to $1.18
billion since issuance. The $884 accumulated interest shortfall
reported for the class L certificate relates to nontrust expenses
that the master servicer, KeyBank Real Estate Capital (KeyBank),
said it would reverse in the August 2008 remittance report.

Details on the three underperforming loans are:

     -- The Beverly Hilton loan, the second-largest loan in the
pool, has a whole-loan balance of $264.0 million that is divided
into a $155.0 million senior interest that makes up 13% of the
pooled trust balance, a $11.0 million subordinate nonpooled
component that is raked to the BEV-A certificate, and three
nontrust junior participation interests totaling $98.0 million. In
addition, the borrower's equity interests in the property secure
$36.0 million in mezzanine financing. The loan, secured by a 569-
room full-service hotel in Beverly Hills, Calif., is on the
servicer's watchlist due to its August 2008 maturity date. The
loan was recently extended to Aug. 9, 2009, and has two one-year
extension options remaining. KeyBank reported debt service
coverage (DSC) of 0.84x for the 12 months ended Dec. 31, 2007, and
occupancy of 79% as of June 2008. Based on Standard & Poor's
review of the borrower's operating statements for the trailing 12
months ended June 30, 2008, and its 2008 budget, S&P's adjusted
value declined by 23% since issuance. The property is currently
performing below S&P's expectations due to higher-than-expected
operating costs.  

     -- The JW Marriott Starr Pass loan, the fifth-largest loan in
the pool, has a whole-loan balance of $145.0 million. The loan,
collateralized by a 575-room full-service hotel in Tucson,
consists of a $78.0 million senior interest that makes up 7% of
the pooled trust balance and three nontrust subordinate interests
totaling $67.0 million. In addition, the borrower's equity
interests in the property secure a $20.0 million mezzanine loan.
The loan appears on the servicer's watchlist because of its Aug.
9, 2008, maturity date. The loan was recently extended for one
year. The borrower has two one-year extension options remaining.
KeyBank reported a 0.86x DSC for the 12 months ended Dec. 31,
2007, and 66% occupancy as of June 2008. Based on Standard &
Poor's review of the borrower's operating statements for the
trailing 12 months ended June 30, 2008, and its 2008 budget, S&P's
current adjusted value decreased by 23% since issuance. The
property is currently performing below S&P's expectations due to
weakened local market conditions.

     -- The Metropolitan Warner Center loan, the eighth-largest
loan in the pool, has a whole-loan balance of $109.2 million that
comprises a $52.5 million senior pooled component that makes up 4%
of the pooled trust balance, a $23.1 million subordinate nonpooled
component that supports the "MW" raked certificate classes, and
two nontrust junior participation interests totaling $33.6
million. In addition, the borrower's equity interests in the
property secure a $50.4 million mezzanine loan. This loan,
originally secured by 685 residential units of a 1,279-unit
garden-style condominium conversion project in Woodland Hills,
Calif., is on the servicer's watchlist due to its reported
negative cash flow for the 12 months ended Dec. 31, 2007, and its
July 2008 maturity date. The borrower has since exercised its one-
year extension option.

As of June 2008, 171 units had been sold since issuance, which is
significantly below S&P's expectations. The borrower has indicated
that the slowdown in sales volume reflects a softened local
market. In an attempt to increase sales velocity, the borrower has
engaged a new management company and lowered its sale price.
Standard & Poor's incorporated the borrower's revised sale
projections, including a longer sell-out time, to derive a
valuation that is significantly below issuance levels.

KeyBank reported eight loans totaling $562.1 million, or 48% of
the pooled trust balance, on its watchlist. In addition to the
three loans, details of two other loans on the watchlist that may
be a concern, and which S&P is tracking very closely, are
highlighted:

     -- The One Queensbridge Place loan, the fourth-largest loan
in the pool, has a whole-loan balance of $207.0 million that
comprises a $79.0 million senior pooled component that makes up 7%
of the pooled trust balance, a $49.0 million subordinate nonpooled
component that supports the "QUN" raked certificates, and two
nontrust junior participation interests totaling $79.0 million. A
219-unit luxury condominium project in Las Vegas serves as
collateral. The loan is on the servicer's watchlist and was 90-
plus days delinquent and in default due to mechanic liens being
placed on the property in December 2007 for unpaid construction
costs. A modification agreement was executed on July 24, 2008, in
which the loan was cured and brought current through July 8, 2008.
As part of the agreement, approximately $102.6 million of net
sales proceeds that were held in a suspense account were applied
to pay down the pooled trust balance to $40.3 million, the
subordinate nonpooled component to $24.9 million, and the junior
participation interests to $39.2 million. Additionally, the terms
of the loan have been modified, with one provision extending the
maturity date to May 30, 2009, and providing $11.3 million in
additional capital as part of a $60.0 million unsecured,
subordinate loan from an affiliate of the borrower. The May 2008
sales report indicates that 128 units have closed since issuance,
with an average sales price of $2.1 million. Although the current
sales data are in line with S&P's initial assumptions, given the
softening of the Las Vegas housing market, S&P will continue to
monitor the sales progress and, if warranted, S&P will revisit and
adjust S&P's ratings accordingly.

     -- The Sheffield loan, the seventh-largest loan in the pool,
has a whole-loan balance of $104.7 million that is split into a
$54.4 million senior pooled component that makes up 5% of the
pooled trust balance, a $43.8 million subordinate nonpooled
component that supports the "SHD" raked certificate classes, and a
$6.5 million nontrust junior participation interest. In addition,
the borrower's equity interests in the property secure six
mezzanine loans totaling $240.0 million. The loan, secured by an
845-unit apartment building in Manhattan, recently received a 90-
day extension from its July 9, 2008, maturity date to allow
additional time for the borrower to obtain possible refinancing.
In the event that the refinancing plan falls through, the borrower
is expected to exercise its one-year extension option and to
replenish the various reserve accounts in accordance with the loan
documents through the extended maturity date. The apartment
building is currently undergoing an extensive renovation program
to convert the units into condominium ownership. After renovation,
there will be a total of 615 condo units. Based on the June 2008
sales report, 191 contracts have closed and an additional 55
contracts have been signed since issuance. S&P will continue to
monitor the progress of the refinancing.

RATINGS LOWERED

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2006-TFL2
            Rating
Class    To        From     Credit enhancement (%)

K        BB+       BBB-                       1.38
L        BB-       BBB-                       N/A
MW-A     B+        BBB+                       N/A
MW-B     B         BBB-                       N/A
BEV-A    BB-       BB+                        N/A

RATINGS AFFIRMED

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2006-TFL2

Class    Rating             Credit enhancement (%)

A-1      AAA                                 21.66
A-2      AAA                                 21.66
B        AA+                                 18.18
C        AA                                  14.70
D        AA-                                 11.90
E        A+                                   9.78
F        A                                    8.17
G        A-                                   6.56
H        BBB+                                 4.95
J        BBB                                  3.25
A-X-1    AAA                                   N/A
A-X-2    AAA                                   N/A
A-X-3    AAA                                   N/A
KER-A    AA-                                   N/A
KER-B    A                                     N/A
KER-C    A-                                    N/A
KER-D    BBB+                                  N/A
KER-E    BBB                                   N/A
KER-F    BBB-                                  N/A
SHD-A    A-                                    N/A
SHD-B    BBB+                                  N/A
SHD-C    BBB-                                  N/A
SHD-D    BB+                                   N/A
SHD-E    BB-                                   N/A
QUN-A    A-                                    N/A
QUN-B    BBB+                                  N/A
QUN-C    BBB-                                  N/A
QUN-D    BB+                                   N/A
ARG-A    BB                                    N/A
ARG-B    BB                                    N/A
NHK-A    BB                                    N/A
SV-A1    AAA                                   N/A
SV-A2    AAA                                   N/A
SV-B     AA+                                   N/A
SV-C     AA                                    N/A
SV-D     AA-                                   N/A
SV-E     A+                                    N/A
SV-F     A                                     N/A
SV-G     A-                                    N/A
SV-H     BBB+                                  N/A
SV-J     BBB                                   N/A
SV-K     BBB-                                  N/A
SV-AX    AAA                                   N/A

N/A-Not applicable.


CRYSTAL RIVER: S&P Lowers Rating on Class K Securities to B
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 10
classes from Crystal River Resecuritization 2006-1 Ltd. on
CreditWatch with negative implications.

The CreditWatch negative placements follow Standard & Poor's
preliminary analysis of the transaction, which was prompted by the
portfolio requirement test failures reported in the trustee report
dated July 22, 2008.  Specifically, Standard & Poor's loss
differential tests for classes A and H failed for the third
consecutive month. Standard & Poor's preliminary analysis of the
transaction included an examination of the current credit
characteristics of the transaction's assets and liabilities.

According to the trustee report dated July 22, 2008, the
transaction's current assets included 71 classes ($390.5 million,
100%) of commercial mortgage-backed securities (CMBS) pass-through
certificates from 32 distinct transactions issued between 2002 and
2007. Asset concentrations of 10% or more of total assets are in
these transactions:

     -- Credit Suisse Commercial Mortgage Trust Series 2006-C4
($51.8 million, 13%);

     -- Credit Suisse Commercial Mortgage Trust Series 2006-C1
($47.2 million, 12%); and

     -- Bear Stearns Commercial Mortgage Securities Trust 2006-
PWR13 ($46.7 million, 12%).

The aggregate principal balance of the assets totaled $390.5
million, which is unchanged since the effective date, while the
aggregate liabilities totaled $390.3 million, which is unchanged
since issuance. First-loss CMBS assets currently represent $37.7
million (10%) of the asset pool.

Standard & Poor's will resolve the CreditWatch negative placements
after completing an analysis of the transaction's assets and
liabilities.

RATINGS PLACED ON CREDITWATCH NEGATIVE

Crystal River Resecuritization 2006-1 Ltd.
Commercial mortgage-related securities

                Rating
Class    To                 From

A        AAA/Watch Neg      AAA
B        AA/Watch Neg       AA
C        A+/Watch Neg       A+
D        A-/Watch Neg       A-
E        BBB+/Watch Neg     BBB+
F        BBB/Watch Neg      BBB
G        BBB-/Watch Neg     BBB-
H        BBB-/Watch Neg     BBB-
J        BB/Watch Neg       BB
K        B/Watch Neg        B


DELFASCO FORGE: Bankruptcy to Delay Cleanup of Contaminated Site
----------------------------------------------------------------
Delfasco Forge, a subsidiary of Delfasco Inc., has filed for
Chapter 11 bankruptcy protection, according to Dallas Business
Journal.

Delfasco Forge's bankruptcy will delay a deadline for the Debtor
to negotiate a plan to clean up contamination of groundwater near
its property in Grand Prairie, said lead attorney Steve Yoder,
Esq. at Potter Anderson & Corroon, LLP.  The company was supposed
to come up with a remediation plan on Friday.

The Environmental Protection Agency ordered the company to clean
up trichloroethylene that have contaminated groundwater near the
Debtor's property at 114 N.E. 28th St.  The chemical is known to
have damaging effects to people.  The Debtor has been ordered to
clean up the area and test more homes for levels of
trichloroethylene.

The bankruptcy filing hints that the company isn't financially
stable enough to comply with the order of the the Environmental
Protection Agency for cleanup and testing, the report noted.  The
order, as well as the ongoing conflicts in Iraq and Afghanistan
that have reduced the need for the company's practice bombs, all
contributed to the company's bankruptcy, the Debtor said in court
filings.

Company officials have said they believe contamination occurred
before Delfasco owned the property as the site was a manufacturing
facility before Delfasco operated it in 1981.

Delfasco is facing a federal court case filed by several residents
alleging property damage as a result of the contamination.  The
case is scheduled to go to trial in May 2009.

Based in Hurst, Tex., Delfasco Forge -- http://www.delfasco.com--  
makes practice bombs for Air Force and Navy pilots.  It is also a
metal fabricator and forger.  It operated at the Grand Prairie
site from 1981 until 1998.

Based in Newcastle Delaware, Delfasco Inc. filed for bankruptcy
protection on July 28, 2008 (Bankr. D.Del., Case No. 08-11578).  
When Delfasco Inc. filed for bankruptcy, it listed estimated
assets of between $1,000,000 and $10,000,000 and estimated debts
of between $1,000,000 and $10,000,000.


DELPHINUS CDO: Collateral Deterioration Cues Fitch to Cut Ratings
-----------------------------------------------------------------
Fitch Ratings has downgraded 13 classes of notes issued by
Delphinus CDO 2007-1, LLC/Ltd.  These rating actions are effective
immediately:

  -- $640,000,000 super senior notes downgraded to 'CC' from
     'BBB-';

  -- $73,500,000 class A-1A downgraded to 'CC' from 'BB+', and
     removed from Rating Watch Negative;

  -- $86,500,000 class A-1B downgraded to 'CC' from 'BB-', and
     removed from Rating Watch Negative;

  -- $160,000,000 class A-1C downgraded to 'CC' from 'B+', and
     removed from Rating Watch Negative;

  -- $21,800,000 class S downgraded to 'CC' from 'B', and removed
     from Rating Watch Negative;

  -- $144,500,000 class A-2 downgraded to 'CC' from 'B-', and
     removed from Rating Watch Negative;

  -- $138,500,000 class A-3 downgraded to 'CC' from 'CCC+', and
     removed from Rating Watch Negative;

  -- $131,000,000 class B downgraded to 'CC' from 'CCC', and
     removed from Rating Watch Negative;

  -- $78,798,150 class C downgraded to 'C' from 'CCC-', and
     removed from Rating Watch Negative;

  -- $49,074,859 class D-1 downgraded to 'C' from 'CC', and
     removed from Rating Watch Negative;

  -- $31,287,597 class D-2 downgraded to 'C' from 'CC', and
     removed from Rating Watch Negative;

  -- $15,140,884 class D-3 downgraded to 'C' from 'CC', and
     removed from Rating Watch Negative;

  -- $15,444,218 class E downgraded to 'C' from 'CC', and removed
     from Rating Watch Negative.

Delphinus is a hybrid structured finance collateralized debt
obligation, which closed on July 19, 2007.  The liability
structure consists of an unfunded super senior liquidity facility
(super senior notes) above the funded notes.  The principal on the
funded notes is secured by cash asset securities and a reserve
account.  When synthetic assets experience credit events, first
the reserve account will be drawn upon to make credit-protection
payments.  After the reserve account has been depleted, the super
senior notes will be drawn upon to make credit-protection
payments.  

Delphinus CDO 2007-1's portfolio is comprised of primarily
subprime mortgage backed securities (83.1%), Alternative-A RMBS
(10.7%), prime RMBS (2.9%), 2007 vintage SF CDOs (0.7%), and Non-
SF CDOs (2.6%).  Subprime RMBS of the pre-2005, 2005, 2006, and
2007 vintages account for approximately 0.8%, 3.6%, 43.8%, and
34.9% of the portfolio, respectively.  Alt-A RMBS of the 2005,
2006, and 2007 vintages account for approximately 0.8%, 0.8%, and
8.9% of the portfolio, respectively.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS and
SF CDOs with underlying exposure to subprime RMBS.  At the time of
the last review conducted in November 2007, approximately 65.1% of
the portfolio was rated below investment grade.  The portion of
the portfolio rated below investment grade is now 96.7% while
12.3% of the portfolio is currently on Rating Watch Negative.

The collateral deterioration has caused the Class A Par Value
Coverage Ratio to fall to 33.5%, well below its trigger of 119.6%.  
As a result of the Class A Par Value Coverage Ratio falling below
100.0%, the deal entered an Event of Default on Jan. 2, 2008.   
Class A-1A, A-1B, A1C, S, A-2, A-3, and B continue to receive
interest payments. Consistent with the current ratings, Fitch
expects the class C, D-1, D-2, D-3, and E notes to receive only
capitalized interest payments in the future with no ultimate
principal recovery.

The classes are removed from Rating Watch as Fitch believes
further negative migration in the portfolio will have a lesser
impact on these 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 on the super-senior, class A-1A, A-1B, A-1C, A-2 and
A-3 notes (collectively, the class A notes) and the B notes
address the likelihood that investors will receive full and timely
payments of interest and the stated balance of principal by the
stated maturity date, as per the transaction's governing
documents.  The ratings on the interest-only class S notes address
the likelihood of receiving interest payments while the amortizing
notional balance on the related notes remains outstanding.

The ratings on the class C, D-1, D-2 and D-3 notes (collectively
the class D notes) and the E notes address the likelihood that
investors will receive ultimate interest payments and the stated
balance of principal by the stated maturity date, as per the
transaction's governing documents.


DIXIELAND WASTE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Dixieland Waste Services, Inc.
        245 Country Club Drive, Building 200, Suite H
        Stockbridge, GA 30281

Bankruptcy Case No.: 08-74752

Related Information: Sean Storms, chief executive officer, filed
                     the petitions on the Debtor's behalf.

Chapter 11 Petition Date: August 3, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: M. Denise Dotson, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  (ddotson@joneswalden.com)

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/GAnb08-74752.pdf


DOLE FOOD: Board Panel Adopts Incentive Plans for Executives
------------------------------------------------------------
The Corporate Compensation and Benefits Committee of Dole Food
Company adopted a One-Year Management Incentive Plan for 2008 and
a Sustained Profit Growth Plan for the 2008—2010 incentive period,
both of which are applicable to the company's Named Executive
Officers and other selected employees.  The 2008 One-Year
Management Incentive Plan is substantially similar to the One-Year
Management Incentive Plan disclosed in the 2007 Form 10-K, except
that the 2008 target bonuses for the Named Executive Officers
range from 75% to 110% of salary.

The Sustained Profit Growth Plan for the 2008—2010 incentive
period is substantially similar to the Sustained Profit Growth
Plan disclosed in the 2007 Form 10-K, except that the financial
performance measures used in the performance matrix have been
changed to earnings before interest expense and income taxes, plus
depreciation and amortization and the leverage ratio of OPBD to
net debt.  The target payout under the Sustained Profit Growth
Plan for the Named Executive Officers continues to range from 115%
to 150% of salary.

                  Grants of Plan-Based Awards

     Estimated Future Payout Under Non-Equity Incentive Awards
     ---------------------------------------------------------

     Plan                 Threshold    Target       Maximum
     ----                 ---------    ------       -------

* David H. Murdock
     
  2008 One-Year Plan      $313,500     $1,045,000   $3,135,000

  2008-2010 Growth Plan   $498,750     $1,425,000   $4,275,000

* David A. DeLorenzo

  2008 One-Year Plan      $396,000     $1,320,000   $3,960,000

  2008-2010 Growth Plan   $630,000     $1,800,000   $5,400,000

* C. Michael Carter

  2008 One-Year Plan      $153,000     $510,000     $1,530,000

  2008-2010 Growth Plan   $262,500     $750,000     $2,250,000

* Joseph S. Tesoriero

  2008 One-Year Plan      $112,500     $375,000     $1,125,000

  2008-2010 Growth Plan   $181,125     $517,500     $1,552,500

                        About Dole Food

Based in Westlake Village, California, Dole Food Company Inc. --
http://www.dole.com/ -- is the world's largest producer and    
marketer of high-quality fresh fruit, fresh vegetables and fresh-
cut flowers.  Dole markets a growing line of packaged and frozen
foods and is a produce industry leader in nutrition education and
research.

                          *     *     *

As disclosed in the Troubled Company Reporter on April 21, 2008,
Standard & Poor's Ratings Services assigned recovery ratings to
Dole Food Co. Inc.'s unsecured debt issues and raised the issue-
level ratings on this debt.  The issue-level ratings on the
unsecured debt were raised to 'B-' from 'CCC+'.  Recovery ratings
of '4' were assigned to this debt, indicating the expectation of
average (30%-50%) recovery in the event of a payment default.
     
In addition, Dole Food Company Inc. carries Moody's Investors
Service's Caa1 Senior Unsecured Debt rating assigned on Feb. 25,
2008.  Rating holds to date.


DOMINO'S PIZZA: June 15 Balance Sheet Upside-down by $1.43 Billion
------------------------------------------------------------------
Domino's Pizza, Inc. announced results for the second quarter
ended June 15, 2008. Net income was up $16.4 million versus the
prior year, due primarily to recapitalization expenses incurred
during the second quarter of 2007 and gains on the sale of
company-owned stores in 2008, offset in part by continued
challenges in the domestic environment and resulting domestic same
store sales and supply chain volume decreases. The International
division continued its strong performance, posting its 58th
consecutive quarter of same store sales growth, up 7.0% during the
second quarter of 2008.

                           Balance Sheet

The company's condensed consolidated balance sheet as of June 15,
2008, showed total assets of $465.75 million, total liabilities of
$1.90 billion, $0.57 million common stock, resulting to a
stockholders' deficit of roughly $1.43 billion.

                  Liquidity and Capital Resources

The company has a working capital of $78.2 million including total
unrestricted cash and cash equivalents of $37.0 million and
restricted cash of $72.7 million at June 15, 2008. Historically,
the company operated with minimal positive or negative working
capital, primarily because its receivable collection periods and
inventory turn rates are faster than the normal payment terms on
its current liabilities.  The company generally collect
receivables within three weeks from the date of the related sale
and it generally experience 40 to 50 inventory turns per year. In
addition, its sales are not typically seasonal, which further
limits working capital requirements.

These factors, coupled with significant and ongoing cash flows
from operations, which are primarily used to service debt
obligations, invest in business and repurchase common stock,
reduce working capital amounts. As of June 15, 2008, the Company
had approximately $36.3 million of cash held for future interest
payments, $26.4 million cash held in interest reserves, and
$10.0 million cash held for capitalization of certain subsidiaries
for a total of $72.7 million of restricted cash. These restricted
cash amounts have driven working capital to higher than historical
levels. The company's primary sources of liquidity are cash flows
from operations and availability of borrowings under our variable
funding notes. It has historically funded capital expenditures and
debt repayments from these sources and expect to in the future.
The company did not have any material commitments for capital
expenditures as of June 15, 2008.

As of June 15, 2008, the company had $1.7 billion of long-term
debt, of which $0.3 million was classified as a current liability.
Additionally, as of June 15, 2008, the Company had borrowings of
$114.4 million available under its $150.0 million securitized
financing facility, net of letters of credit issued of
$35.6 million. These letters of credit primarily relate to
insurance programs and supply chain center leases. Borrowings
under the securitized financing facility are available to fund
working capital requirements, capital expenditures and other
general corporate purposes.

Cash provided by operating activities was $43.6 million and $24.2
million in the first two quarters of 2008 and 2007, respectively.
The $19.4 million increase was due primarily to a $22.1 million
increase in net income and a $32.2 million net increase in
operating assets and liabilities. These increases were offset in
part by a $29.6 million decrease in amortization of deferred
financing costs and debt discount, due primarily to the write-off
of deferred financing costs in connection with the debt
extinguishments in the first two quarters of 2007 and an
$11.3 million change in (gains) losses on the sale/disposal of
assets due primarily to the sale of certain Company-owned stores
in California and Georgia during the first two quarters of 2008.

Cash provided by investing activities was $22.3 million in the
first two quarters of 2008 and cash used in investing activities
was $90.8 million in the first two quarters of 2007. The
$113.1 million increase was due primarily to a $91.1 million
increase in restricted cash related to the Company's 2007
recapitalization and a $19.7 million increase in proceeds from
sale of assets primarily as a result of the sale of certain
Company-owned stores in California and Georgia.

Cash used in financing activities was $40.4 million in the first
two quarters of 2008 and cash provided by financing activities was
$38.8 million in the first two quarters of 2007. The $79.2 million
net change was due primarily to a $2.5 billion decrease in
proceeds from issuance of long-term debt and a $28.2 million
increase in purchases of common stock, offset in part by a
$1.5 billion decrease in repayments of long-term debt and capital
lease obligations, an $897.0 million decrease in common stock
dividends and equivalents and a $57.9 million decrease in cash
paid for financing costs.

Based upon the current level of operations and anticipated growth,
the company believes that the cash generated from operations and
the $114.4 million available under the variable funding notes will
be adequate to meet anticipated debt service requirements, capital
expenditures and working capital needs for the next twelve months.

A full copy of the company's result for the second quarter ended
June 15, 2008 is available at http://ResearchArchives.com/t/s?306d

                       About Domino's Pizza

Founded in 1960, Domino's Pizza --  http://www.dominos.com-- is  
the recognized world leader in pizza delivery. Domino's is listed
on the NYSE under the symbol "DPZ." Through its primarily
franchised system, Domino's operates a network of 8,671 franchised
and Company-owned stores in the United States and 60 international
markets. The Domino's Pizza brand, named a Megabrand by
Advertising Age magazine, had global retail sales of over $5.4
billion in 2007, comprised of $3.2 billion domestically and $2.2
billion internationally.


DRIVETIME AUTOMOTIVE: S&P Cuts Sr. Unsecured Debt Rating to CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on DriveTime Automotive Group Inc. and
its affiliate DT Acceptance Corp. (combined DriveTime) to 'B-'
from 'B+'. In addition, it lowered its senior unsecured debt
rating on DriveTime to 'CCC+' from 'B'. (The one-notch
differential between the counterparty credit and senior unsecured
debt ratings is driven by a high level of balance-sheet
encumbrance.)  It also removed the ratings from CreditWatch
Negative, where they were placed March 3, 2008.  The outlook is
negative.

"This rating action reflects the impact that current market
conditions are having on DriveTime's funding profile, asset
quality, and profitability," said Standard & Poor's credit analyst
Rian M. Pressman, CFA.

Because it currently lacks access to the asset-backed securities
(ABS) markets, DriveTime has to rely on shorter-term revolving
warehouse facilities, which S&P views as a weaker form of funding,
to support originations.  Management was successful in extending
and upsizing warehouse and other facilities in a tough market
environment; however, this was accomplished at a significantly
increased cost, both in terms of higher spreads and lower advance
rates. If the ABS markets are closed to DriveTime for an extended
time, S&P believes that the longer-term profitability of the
company's franchise will be reduced.

The rating action also reflects deteriorating asset quality, as
difficult economic conditions pressure DriveTime's deep subprime
customers. Net charge-offs increased more than 96 basis points
year-over-year to 4.81% in first-quarter 2008 (not annualized).
Credit provisions associated with this deterioration have also
reduced earnings.

DriveTime was required by warehouse lenders to raise $150 million
of capital as a condition to upsizing and extending warehouse
agreements. $75 million of capital (in the form of subordinated
debt) has already been injected into the company. Another $75
million of capital (in the form of subordinated debt or equity)
must be raised by Dec. 31, 2008, or DriveTime must pay its
warehouse lenders a fee, either in the form of subordinated debt
or cash. Maintenance of the current rating will be contingent upon
successful completion of this capital raise.

Management has moved to address these challenges by curbing
origination volume. DriveTime currently operates 86 stores in 10
states, after shutting down 16 stores in second-quarter 2008. In
addition, it has tightened credit standards for its lowest tiers
of borrowers. Because of the relatively low average life of its
auto contracts (approximately 20 months), S&P expects these
actions to help blunt further asset-quality deterioration in 2009.
In addition, credit quality is further supported by the
overweighting of small and midsize vehicles collateralizing
DriveTime's auto contracts; only approximately 20% of DriveTime's
contracts are collateralized by trucks and sports utility
vehicles, which currently have a significantly depressed resale
value.

The negative outlook reflects the difficult economic and credit
market environment DriveTime faces for the remainder of 2008 and
possibly beyond, and the effect this may have on funding, asset
quality, and earnings. It also reflects limited funding
flexibility, as exemplified by the capital raise that must be
completed by Dec. 31, 2008. If DriveTime fails to raise capital,
S&P may lower the rating. If DriveTime is successful at raising
capital before year-end 2008 and the operating environment remains
essentially unchanged, S&P will affirm the current rating.


DUKE FUNDING: Fitch Chips Ratings to 'C' on Eight Note Classes
--------------------------------------------------------------
Fitch Ratings has downgraded eight classes of notes issued by Duke
Funding XIII, Ltd. and Duke Funding XIII, Corp.  These rating
actions are the result of Fitch's review process and are effective
immediately:

  -- $46,655,514 class X downgraded to 'C' from 'AAA', and removed
     from Rating Watch Negative;

  -- $912,491,390 class A1SVF downgraded to 'C' from 'BB'; and
     removed from Rating Watch Negative;

  -- $321,000,000 class A1J downgraded to 'C' from 'B', and
     removed from Rating Watch Negative;

  -- $185,000,000 class A2S downgraded to 'C' from 'CCC', and
     removed from Rating Watch Negative;

  -- $55,000,000 class A2J downgraded to 'C' from 'CC', and
     removed from Rating Watch Negative;

  -- $119,140,625 class A3 downgraded to 'C' from 'CC', and
     removed from Rating Watch Negative;

  -- $45,781,250 class B1 downgraded to 'C' from 'CC', and removed
     from Rating Watch Negative;

  -- $50,359,375 class B2 downgraded to 'C' from 'CC', and removed
     from Rating Watch Negative.

Duke Funding XIII is a hybrid structured finance collateralized
debt obligation that closed on June 27, 2007 and is managed by
Duke Funding Management, LLC, a wholly owned subsidiary of
Ellington Management Group, LLC.  At the time of closing,
approximately $944 million of unfunded super-senior credit default
swaps and $906.4 million of funded notes and funded subordinated
notes were issued and have invested those proceeds in a $1.80
billion portfolio of combined synthetic and cash securities and
total return swaps.  Duke Funding XIII's current portfolio is
comprised of 96.6% U.S. subprime residential mortgage-backed
securities, 3.4% is comprised of U.S. Alternative-A RMBS, and 1.2%
of prime RMBS.  Subprime RMBS of the 2005, 2006, and 2007 vintages
account for approximately 22.4%, 55.1%, and 17.3% of the
portfolio, respectively.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS.  
Since Nov. 21, 2007, approximately 91.5% of the portfolio has been
downgraded with 6.7% of the portfolio currently on Rating Watch
Negative.  Over 97% of the portfolio is now rated below investment
grade with 92.2% of the portfolio rated 'CCC+' and below.  Fitch
notes that, overall, 93% of the assets in the portfolio now carry
a rating below the rating it assumed in November 2007.  As per the
latest Trustee report dated June 7, 2008, defaulted and deferred
interest PIK securities constitute 51%, or $882.6 million, of the
portfolio total.

As a result of this deterioration, the transaction has entered an
Event of Default in May of 2008.  On June 10, 2008, the
noteholders voted to instruct the Trustee to begin the liquidation
process.  Fitch expects the majority of the liquidation proceeds
to be distributed to the swap counterparty.

The rating on the class X notes addresses the likelihood that
investors will receive timely payments of note interest and
principal, and is based on the stated maturity dates of the
collateral debt securities.  The rating of the class X notes does
not address the timely payment of note interest and principal in
the event of prepayments on the collateral debt securities.  The
ratings on the classes A1S, A1J, A2S, and A2J (collectively, with
the class A3 notes, the class A notes) notes, address the timely
receipt of scheduled interest payments and the ultimate receipt of
principal as per the transaction's governing documents.  The
ratings on the class A3 notes and B1 and B2 notes (collectively
the class B notes) address the ultimate receipt of interest
payments and the ultimate receipt of principal as per the
transaction's governing documents.


EASTMAN KODAK: S&P Says Full-Year Guidance No Effect on Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that Eastman Kodak Co.'s
(B+/Stable/--) weak second-quarter results and updated earnings
and cash flow guidance for the full year do not affect the rating
or outlook on the company at this time.

For the second quarter, revenue increased by 1%, but EBITDA,
excluding restructuring charges and including cash restructuring
payments, declined by 34%. The company stated that it now expects
to achieve EBIT before restructuring charges at the lower end of
its guidance because of higher commodity costs.

Management also stated that it expects free cash flow (including
proceeds from asset sales and a $575 million tax settlement) to be
in the range of $725 million to $825 million, versus its original
estimate of $400 million to $500 million. Excluding the one-time
tax settlement, this translates to a revised guidance of $150
million to $250 million in free cash flow (including proceeds from
asset sales); previously, the company guided that it expected to
receive between $100 million and $200 million from asset sales.
Standard & Poor's does not include proceeds from asset sales in
its calculation of free cash flow and, therefore, it expects
discretionary cash flow, after dividend payments of $145 million,
to be negative this year. Management expects cash flow generation
to be negatively affected by higher commodity costs, as well as
increased investments in consumer inkjet, digital printing, and
workflow products.

At June 30, 2008, the company had $1.4 billion in debt and $1.4
billion in debt-like obligations, including unfunded
postretirement obligations (retiree health care), the present
value of operating lease obligations, guarantees of third-party
obligations, and asset retirement obligations. For the last 12
months ended June 30, 2008, adjusted leverage and interest
coverage were 5.8x and 3.4x, respectively.

"We expect Eastman Kodak's cash balance, which was $2.3 billion at
June 30, 2008, to remain substantial despite the revised cash flow
guidance and its planned $1 billion share repurchase program. If
operating performance and cash flow generation do not stabilize
and the company's liquidity contracts or financial policy becomes
more aggressive, we could revise the rating outlook to negative,"
S&P says.


EDUCATION RESOURCES: Plan Filing Period Extended Until November 3
-----------------------------------------------------------------
The Education Resources Institute Inc. and the Official Committee
of Unsecured Creditors, in a Court-approved stipulation, agree to
extend the Debtor's exclusive period to file a plan of
reorganization until Nov. 3, 2008, and the exclusive period to
solicit acceptances of that plan until Jan. 5, 2009.

Troubled Company Reporter stated on July 18, 2008, that the Debtor
asked the Court to extend the plan filing exclusive period until
Dec. 3, 2008, and the plan solicitation period until Feb. 3, 2009.

Before the parties entered into the stipulation, the Committee
raised its objection to the Debtor's extension request asserting
that the Debtor's contention (i) that its Chapter 11 case is
complex and (ii) that it had an inadequate amount of negotiation
time to formulate a plan of reorganization do not justify the
requested extension.

The Committee also told Judge Boroff that it is skeptical that
the the Debtor's "brand" has any significant value.  The
Committee's counsel, Jeffrey D. Sternklar, Esq., Duane Morris
LLP, in Boston, Massachusetts, pointed out that the Debtor's only
product -- its guaranty of student loans to facilitate
securitization of student loan debt -- has no monetary value due
to the Debtor's insolvency.  He added that enough time has passed
for the Debtor to evaluate the threshold question whether it has
any prospect to restructure its affairs as a stand-alone,
profitable entity.  

Mr. Sternklar related that none of the Committee members has
been persuaded there will be any meaningful demand for the
Debtor's services if it tries to market itself through its
"brand" to the private loan student lending community as a loan
servicer, originator or risk manager.  Essentially the Debtor is
an insolvent insurer that is unable to honor its existing or any
newly issued policies, he noted, thus there is no demand among
lenders for "non-recourse" insurance products, whereby lenders
look solely to reserve funds established from guaranty fees in
full satisfaction of their claims, he told the Court.

The Committee asserted that creditors are harmed by each passing
day without resolution to the Debtor's bankruptcy case.  The
Committee acknowledged that it is true that the Debtor is
generating cash and liquidity.  However, the Committee noted that
the Debtor's cash receipts are neither earnings, income nor
profits but proceeds from the liquidation of one of the Debtor's
principal non-cash assets -- its collections on unrestricted
defaulted loans.

The Committee believes the solution to its concerns is to
accelerate, not delay, the resolution of the Debtor's bankruptcy
case.  To address the Committee's clamor for an acceleration of
the Debtor's bankruptcy process, the Debtor and Committee agree
to these Court-approved milestones:

   July 22, 2008  - Willis J. Hulings III, the Debtor's president
                    and chief executive officer, and Grant
                    Thornton LLP, the Debtor's financial advisor,
                    will meet with FTI Consulting, Inc., the
                    Committee's financial advisor

   July 25, 2008  - Debtor will provide FTI a claims analysis
                    with respect to the "trusts" and the "make
                    and wait" lenders

   Aug. 15, 2008  - Debtor will file a motion seeking Court
                    approval of global modifications of the
                    Program Documents to permit the lenders to
                    collect their postpetition defaulted or
                    delinquent student loans and assert a claim
                    against the Debtor on account of the student
                    loan

                  - Debtor will provide the Committee with
                    preliminary business alternatives, with
                    financial detail regarding the potential
                    revenues and costs associated with any
                    business plan and with a description of the
                    factors the Debtor is considering in
                    evaluating the merits of each business plan

   Sept. 5, 2008  - Meeting with Committee to discuss the claims
                    analysis, preliminary business alternatives,
                    and liquidation analysis

   Sept. 22, 2008 - Debtor will provide the Committee with a
                    substantially complete business plan with
                    reasonable financial and other information to
                    permit the Committee to make an informed
                    judgment on the merits and feasibility of the
                    options presented in the business plan

   Oct. 8, 2008   - Meeting with Committee to discuss a potential
                    consensual plan or other exit strategies

            About The Education Resources Institute Inc.

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems           
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.  

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No.: 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq. at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC, its financial advisor is Grant Thornton LLP, its
Claims Agent is Epiq Bankruptcy Solutions LLC, its investment
Banker is Citigroup Global Markets Inc., and its Public Relations
& Public Affairs Advisor is Rasky Baerlein Strategic
Communications Inc.  When the Debtor filed for protection from its
creditors, it listed estimated assets of more that $1 billion and
estimated debts of $500,000 to $1 billion.

(TERI Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EDUCATION RESOURCES: Gets Court OK to Terminate JP Morgan Ties
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
approved The Education Resources Institute Inc.'s stipulation to
terminate its relationship with JP Morgan Chase Bank N.A.,
successor by merger to Bank One N.A., relating to several student
loan programs.

Judge Henry J. Boroff granted the motion after finding that the
Debtor has satisfied the standard set forth in Section 365 for the
rejection of the Program Documents.  U.S. Bank is directed to
comply with the terms of the Stipulation.

In a Court-approved stipulation, the Debtor and JPMorgan Chase
Bank, N.A., agree that:

   (1) The Amended and Restated Loan Origination Agreement
       between the Debtor and JP Morgan is terminated, subject
       to the continuing performance by the Debtor and Chase for
       transition purposes.  Upon Chase's receipt in full of the
       funds in the Pledged Account, the Amended and Restated
       Guaranty Agreement will be terminated.  Neither the Debtor
       nor Chase will look to the other for performance of the
       Program Documents, a list of which is available for free
       at http://bankrupt.com/misc/TERI_programdocuments.pdf

   (2) The Debtor irrevocably and unconditionally waives and
       relinquishes any existing or future right or claim that
       it may have to payment of guarantee fees from Chase
       under the Program Documents.   

   (3) The Debtor authorizes and instructs U.S. Bank to remit all
       of the funds in the Pledged Account to Chase pursuant to
       written funds transfer instructions provided by Chase to
       U.S. Bank.  The automatic stay is lifted to permit Chase
       to receive and retain for its own account all of the funds
       in the Pledged Account.

   (4) Upon Chase's receipt in full of the funds in the Pledged
       Account, Chase agrees not to assert, and waives and
       relinquishes, any further claims against the Debtor, on:
            
          (i) Program Loans owned by Chase that are based upon a
              Guaranty Event; and

         (ii) Legacy Loans owned by Chase that are based upon a
              Guaranty Event.

   (5) The Stipulation does not waive, relinquish or otherwise
       compromise any other claim that either party may have
       against or with respect to the other, including, without
       limitation, any claims for performance of obligations
       concerning warranties, intellectual property,
       indemnification and confidentiality which by the terms of
       a terminated Program Document survive the termination of
       that Program Document.  Any claim by Chase against the
       Debtor arising solely on account of the Debtor's rejection
       of a Program Document as an executory contract in
       connection with the termination of the Program Document
       pursuant to Section 1 will be a general unsecured claim.

   (6) The Stipulation will not affect:

           * any Program Loan that has been purchased from Chase
             by The First Marblehead Corporation or by any
             special purpose entity formed or administered by FMC
             or any of its affiliates;

           * any guaranty by the Debtor of the Program Loan; or
    
           * any claim by Chase against the Debtor in connection
             with any repurchase by Chase of the Program Loan as
             required pursuant to the Amended and Restated Note
             Purchase Agreement.

   (7) Upon Chase's receipt in full of the funds in the Pledged
       Account, Chase waives, up to the maximum aggregate amount
       of $20,000, any claim relating to accrued interest charges
       credited to Program Loan borrower account balances under
       the Program Loans, due to delays in Program Loan
       disbursements resulting from certain Program Loan
       disbursement checks drawn by the Debtor not having been
       honored by the Debtor's drawee bank during the month of
       April 2008.  

   (8) The Debtor will continue to process, pursuant to the terms
       of the Program Documents, all Program Loan applications
       received by the Debtor before the Cut-off Time, and Chase
       will continue to fund Program Loans that are approved
       under the Loan Programs and that are consistent with the
       Program Documents for which applications were received by
       the Debtor before the Cut-off Time.  

Judge Boroff clarified that the Order does not authorize any of
these actions:

   a. payment to Chase of any Recoveries in the possession and
      control of the Debtor on any defaulted Program Loans or
      defaulted Legacy Loans made by Chase and guaranteed by
      the Debtor;

   b. transfer of any Recoveries to the Pledged Account;

   c. transfer by the Debtor to Chase of title to any Program
      Loan or Legacy Loan made by Chase; and

   d. transfer by the Debtor to Chase of the proceeds of any
      Program Loan or Legacy Loan made by Chase that was
      transferred to the Debtor and then Rehabilitated.

No loan made by Chase or its predecessors other than (a) loans
made pursuant to the Program Documents including the Sixteenth
Amendment to Program Agreements dated January 25, 2007; or
(b) the Legacy Loans will be affected by the Order.

Sovereign Bank withdrew its objection to the Motion.  Judy A.
Groves, Esq., at Edwards Angell Palmer & Dodge LLP, in Boston,
Massachusetts, told Judge Boroff that the Debtor has represented
to Sovereign that the pledged account that will be turned over to
JP Morgan contains no funds except for the funds relating to the
JP Morgan loans.  Solely on the strength of that representation,
Sovereign withdrew its objection.

            About The Education Resources Institute Inc.

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems           
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.  

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No.: 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq. at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC, its financial advisor is Grant Thornton LLP, its
Claims Agent is Epiq Bankruptcy Solutions LLC, its investment
Banker is Citigroup Global Markets Inc., and its Public Relations
& Public Affairs Advisor is Rasky Baerlein Strategic
Communications Inc.  When the Debtor filed for protection from its
creditors, it listed estimated assets of more that $1 billion and
estimated debts of $500,000 to $1 billion.

(TERI Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ELECTRICAL COMPONENTS: Moody's Cuts CF Rating to Caa2
-----------------------------------------------------
Moody's Investors Service downgraded the ratings of Electrical
Components International -- corporate family rating to Caa2 from
Caa1; probability of default to Caa2 from Caa1; senior secured
bank credit facility to Caa2 from B3; and, second lien term loan
to Caa3 from Caa2.  This rating action results from the continued
delay in reaching an agreement to amend the financial covenants
contained in ECI's credit facilities; these covenants were
violated during the quarter ending March 31, 2008.  ECI's ratings
remain under review for possible downgrade.

The downgrade reflects the considerable pressure on ECI's
liquidity position due to the continued violations of the terms of
its credit agreements.  ECI has been in default since May 15,
2008, when it reported the violation of its financial covenants
for the quarter ended March 31, 2008.  As a result, ECI's
auditors, Ernst & Young LLP, have not been able to issue an
unqualified opinion for the company's 2007 year-end financial
statements.  Even though Moody's recognizes that Francisco
Partners L.P., ECI's primary owner, and the lending group have
made considerable progress towards curing the default, a signed
agreement has not been achieved.  Notwithstanding the company's
approximately $20 million cash position, the delay in amending the
facility and resolving the covenant violation increases the stress
on its liquidity position. Moreover, ECI still faces a difficult
economic environment for the balance of 2008 and into early 2009
within the United States and Western Europe, which is beginning to
experience a slowdown in its economy.  Additionally, ECI's
continued inability to access other sources of liquidity may
hinder its financial flexibility as the company manages through
these difficult operating markets.

Moody's review will continue to focus on the company's ability to
remedy its covenant violations.  Furthermore, Moody's will
consider ECI's liquidity and the company's ability to improve its
operating performance in the face of difficult economic
conditions. Evidence of any shortfalls in performance in these
areas could result in a downward adjustment of the company's
ratings.

The ratings for the senior secured bank credit facility and second
lien term loan reflect the overall probability of default of the
company, to which Moody's assigns a PDR of Caa2.  The Caa2 rating
assigned to the $280 million senior secured bank credit facility
(rated the same as the corporate family rating) benefits from a
priority of payment over the second lien term loan in a
liquidation scenario.  The Caa3 rating assigned to the $60 million
second lien term loan (rated one notch below the corporate family
rating) reflects its junior priority of payment relative to the
senior secured bank credit facility.

These ratings and assessments were affected by this action:

  -- Corporate family rating to Caa2 from Caa1;

  -- Probability of default to Caa2 from Caa1;

  -- $280 million senior secured bank credit facility to Caa2
     (LGD3, 36%) from B3 (LGD3, 39%); and,

  -- $60 million second lien term loan due 2014 to Caa3 (LGD5,
     79%) from Caa2 (LGD5, 83%).

Electrical Components International Inc., headquartered in St.
Louis, Missouri, designs, manufactures and markets wire harnesses
and provides assembly services primarily for major white goods
appliance manufacturers in North America and Europe.


EPICEPT CORP: Enable Capital et al. Declares 6.1% Equity Stake
--------------------------------------------------------------
Enable Capital Management LLC and Mitchell S. Levine declare
owning 3,589,519 shares of Epicept Corp. common stock,
constituting 6.1% of the company's outstanding shares.  

Enable Growth Partners LP declares owning 3,334,935 shares of
Epicept Corp. common stock, representing 5.6% of the company's
outstanding shares.

Based in Tarrytown, New York, EpiCept Corporation (NASDAQ:EPCT) --
http://www.epicept.com/-- is a specialty pharmaceutical company   
focused on the development of pharmaceutical products for the
treatment of cancer and pain.  The company has a portfolio of five
product candidates in active stages of development.  It includes
an oncology product candidate submitted for European registration,
two oncology compounds, a pain product candidate for the treatment
of peripheral neuropathies and another pain product candidate for
the treatment of acute back pain.  The two wholly owned
subsidiaries of the company are Maxim, based in San Diego,
California, and EpiCept GmbH, based in Munich, Germany, which are
engaged in research and development activities.

EpiCept Corp.'s consolidated balance sheet at March 31, 2008,
showed a stockholders' deficit of $15,570,000, compared to a
deficit of $14.1 million at Dec. 31, 2007.

                       Going Concern Doubt

Deloitte & Touche LLP, in Parsippany, New Jersey, expressed
substantial doubt about EpiCept Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations and
stockholders' deficit.

The company disclosed in its Form 10-Q for the first quarter ended
March 31, 2008, that to date it has not generated any meaningful
revenues from the sale of products and may not generate any such
revenues for a number of years, if at all.  As a result, the
company has an accumulated deficit of $176,926,000 as of March 31,
2008, and may incur operating losses for a number of years.


FEDDERS CORP: Wants to Hire K. Fagan as Expert Witness to Plan
--------------------------------------------------------------
Fedders Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Kevin Fagan as expert witness to a joint plan of
liquidation proposed by the Debtors and their term lenders,
Bankruptcy Data says.

The Debtors related that Mr. Fagan is a highly experienced
investment banker, Bankruptcy Data reports.  He assisted Chanin
Capital Partners in overseeing the sale of the Debtors' assets.  
Hence, the Debtors said that Mr. Fagan has personal knowledge of
the fund to be distributed under the plan, Bankruptcy Data adds.

According to Bankruptcy Data, Mr. Fagan is no longer working with
Chanin.  The Debtors, Bankruptcy Data said, intends to hire Mr.
Fagan individually.

Based on the report, the Debtors will pay Mr. Fagan (i) $15,000
for review and analysis of materials, and (ii) $600 per hour for
for his participation during the confirmation hearing.  Mr.
Fagan's pay is subject to a cap of $25,000, Bankruptcy Data notes.

The Court will hear the Debtors' request on Aug. 21, 2008.  
Objections are due August 14, Bankruptcy Data adds.

                    About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company and several affiliates filed for Chapter 11 protection
on Aug. 22, 2007, (Bankr. D. Del. Lead Case No. 07-11182).  The
law firm of Cole, Schotz, Meisel, Forman & Leonard P.A.; and
Norman L. Pernick, Esq., Irving E. Walker, Esq., and Adam H.
Isenberg, Esq., at Saul Ewing LLP, represent the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The Official Committee of
Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP.  When the Debtors filed for protection from its
creditors, it listed total assets of $186,300,000 and total debts
of $322,000,000.


FELCOR LODGING: S&P Puts 'BB-' Rating on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Irving,
Texas-based FelCor Lodging Trust Inc., including the 'BB-'
corporate credit rating, on CreditWatch with negative
implications.

"The CreditWatch listing reflects our concern that given our
expectation for a more challenging lodging environment in the
second half of 2008, the company may not reduce leverage to the 6x
area or below by the end of 2008, which we had cited as an
important factor for maintenance of the current rating," explained
Standard & Poor's credit analyst Liz Fairbanks. "We previously
expected the company to reduce leverage through EBITDA growth in
2008."

According to Smith Travel Research, for the 28 days ended July 26,
2008, industrywide domestic RevPAR (revenue per available room)
declined 2.2%, representing an acceleration of the 1.4% decline in
June. Given FelCor's recent investment to renovate almost all of
its hotels, S&P expects the company's RevPAR to perform more
favorably than many of its industry peers'. However, S&P is
concerned that given these negative industry trends, FelCor will
not grow EBITDA enough to reduce our measure of leverage to 6x or
below by the end of 2008.

"In resolving the CreditWatch listing, we will consider the
implications that the current economic conditions are likely to
have on the company's operations over the next few quarters. In
addition, we will reassess our expectation for FelCor's return on
its recently renovated portfolio, and review the company's
financial policy with management," S&P says.


FORD MOTOR: S&P Cuts Ratings on 9 Transactions to CCC
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
Ford Motor Co.-related transactions and removed them from
CreditWatch, where they were placed with negative implications on
July 2, 2008.

The rating actions reflect the July 31, 2008, lowering of the
long-term corporate credit and senior unsecured debt ratings on
Ford Motor Co. (Ford; B-/Negative/NR) and its related entities and
their removal from CreditWatch with negative implications.

The nine transactions are pass-through transactions, and the
ratings on the trusts are based solely on the senior unsecured
ratings assigned to the underlying collateral. The underlying
collateral consists of securities issued by Ford.

The corporate rating actions on Ford and its affiliates have no
immediate rating impact on the Ford-related asset-backed
securities (ABS) supported by collateral pools of consumer auto
loans or auto wholesale loans.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Corporate Backed Trust Certificates Ford Motor Co. Debenture-
Backed Series 2001-36 Trust

         Rating
Class   To    From            Underlying collateral

A1      CCC   CCC+/Watch Neg  7.7% deb due 05/15/2097
A2      CCC   CCC+/Watch Neg  7.7% deb due 05/15/2097

Corporate Backed Trust Certificates Ford Motor Company Note-Backed
Series 2003-6 Trust

         Rating
Class   To    From            Underlying collateral

A-1     CCC   CCC+/Watch Neg  7.45% Global Landmark Secs
                              (GlobLS) notes due 07/16/2031

CorTS Trust For Ford Debentures

         Rating
Class   To    From            Underlying collateral

Certs   CCC   CCC+/Watch Neg  7.4% deb due 11/01/2046

CorTS Trust II For Ford Notes Series 2003-3

         Rating
Class   To    From            Underlying collateral

Certs   CCC   CCC+/Watch Neg  7.45% Global Landmark Secs
                              (GlobLS) notes due 07/16/2031

PPLUS Trust Series FMC-1

         Rating
Class   To    From            Underlying collateral

Certs   CCC   CCC+/Watch Neg  7.45% Global Landmark Secs
                              (GlobLS) notes due 07/16/2031

PreferredPlus Trust Series FRD-1

         Rating
Class   To    From            Underlying collateral

Certs   CCC   CCC+/Watch Neg  7.4% deb due 11/01/2046

Public STEERS Series 1998 F-Z4 Trust

         Rating
Class   To    From            Underlying collateral

A       CCC   CCC+/Watch Neg  7.7% deb due 05/15/2097
B       CCC   CCC+/Watch Neg  7.7% deb due 05/15/2097

SATURNS Trust No. 2003-5

         Rating
Class   To    From            Underlying collateral

Units   CCC   CCC+/Watch Neg  7.45% Global Landmark Secs
                              (GlobLS) notes due 07/16/2031

Trust Certificates (TRUCs) Series 2002-1 Trust
         Rating

Class   To    From            Underlying collateral
A-1     CCC   CCC+/Watch Neg  7.7% deb due 05/15/2097


FORD MOTOR: S&P Cuts Freedom Certificates Classes A, X to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
A and X from Freedom Certificates US Autos Series 2004-1 Trust to  
'B-' from 'B' and removed them from CreditWatch, where they were
placed with negative implications on July 2, 2008.

The rating actions reflect the July 31, 2008, lowering of the
long-term corporate credit and other ratings on Ford Motor Credit
Co. (Ford Credit; B-/Negative/NR), a subsidiary of Ford Motor Co.
(Ford; B-/Negative/NR), and GMAC LLC (GMAC; B-/Negative/C), a
subsidiary of General Motors Corp. (GM; B-/Negative/NR), and their
removal from CreditWatch with negative implications.

Freedom Certificates US Autos Series 2004-1 Trust is a pass-
through transaction, and the ratings on classes A and X are based
solely on the lower of the ratings assigned to the underlying
securities, the 7.375% bonds due Feb. 1, 2011, issued by Ford
Credit and the 7.25% notes due March 2, 2011, issued by GMAC.

The corporate rating actions on Ford and GM and their affiliates
have no immediate rating impact on the Ford and GM-related asset-
backed securities (ABS) supported by collateral pools of consumer
auto loans, auto leases, or auto wholesale loans.


FOREST GATE: Gets Additional Default Notice for Celtic Sea Project
------------------------------------------------------------------
Forest Gate Resources Inc. received a second Notice of Default
concerning its Celtic Sea project for its failure to pay a second
cash call within a specified period of time in accordance with the
Celtic Sea Joint Operating Agreement dated June 29, 2007.  This
succeeds the July 4, 2008, press statement whereby Forest Gate
reported the receipt of its first Notice of Default for its
failure to pay its June 3, 2008, cash call in accordance with the
JOA.

As reported in the Troubled Company Reporter on July 8, 2008,
Forest Gate was given 60 days from July 3, 2008, to remedy the
default by paying the full amount of the outstanding balance to
the Providence Resources P.L.C., operator.  

As Forest Gate expects to receive additional cash calls for a
total amount estimated at approximately $13 million in order for
Forest Gate to fulfill its 7.5% commitment to this summer's drill
program, Forest Gate will only be in a position to remedy its
default status if it is able to raise the full amount before the
end of the default period.  In the event that the default
continues for more than sixty days, Forest Gate will forfeit its
interest in the Celtic Sea project.
    
"Forest Gate will continue its efforts to fund its interest in the
Celtic Sea project until the last day of the default period,
Sept. 3, 2008," Michael Judson, president and CEO of Forest Gate,
said.  "However, provided we are unable to raise the full amount
required to fund our commitment to this summer's drill program, we
think it would be imprudent to make the initial smaller cash calls
knowing that much larger cash calls are imminent,"

"Notwithstanding the Celtic Sea project, Forest Gate is in a
strong financial position with approximately $1.5 million in the
bank allowing Forest Gate to fund its Alberta drilling projects
and producing assets," Mr. Judson added.  "Whatever the outcome
may be, I see a strong and positive future for Forest Gate in the
oil & gas industry."
    
Forest Gate continues to produce oil and natural gas in Alberta
with partner Emerald Bay Energy, which now generates cash flow for
Forest Gate.  Forest Gate has raised flow through funds which will
be used to fund its 38% interest in the drilling of the Kelsey
exploration well, which will be drilled in the coming weeks.  
There is also the possibility that additional wells will be
drilled in Alberta with partner Emerald Bay Energy in the coming
months.  These possibilities are being reviewed.

                 About Forest Gate Resources Inc.

Headquartered in Quebec, Canada, Forest Gate Resources Inc.
(CVE:FGT) -- http://www.forestgate.ca/-- is an international oil   
& gas exploration company.  The company is seeking to increase
shareholder value through participation and development of oil &
gas exploration and production projects in Ireland and Canada


FRONTIER DRILLING: Cash Infusion Cues Moody's to Modify Review
--------------------------------------------------------------
Moody's Investors Service changed the review of Frontier Drilling
ASA's ratings to review with direction uncertain from review for
downgrade.  The ratings affected by this action are the Caa2
Corporate Family Rating, the B2 (LGD2, 10%) rating for the first
lien credit facilities, the Caa3 (LGD 3, 32%) rating on the second
lien term loan, and the Caa3 Probability of Default Rating.

The change of the review is driven by these factors: (i) the
company's sponsors agreeing to inject $175 million of new capital
(in the form of redeemable PIK preferred stock) to help fund cost
overruns for the Phoenix and Seillean while also providing much
needed liquidity; (ii) a signed two-year contract for the Duchess
at better than expected dayrates, and; (iii) the agreement by
Shell to increase the dayrates for both the Phoenix and Discoverer
drillships at higher dayrates and extension of their terms. All of
these factors, combined with the continued strengthening of the
offshore drilling market, have created positive credit momentum
for Frontier.

However, while Moody's views these events as positive from a
credit perspective, the company still needs to receive amendments
from the first and second lien lenders for the respective credit
agreements.  These credit facility amendments are needed to have
the agreements with Shell converted into contract amendments and
also ensure the company will have the covenant room needed to
continue to operate without an imminent chance of accelerating the
facilities.  The conclusion of Moody's review will include the
actual execution of the proposed amendments, the proceeds from the
new redeemable PIK preferreds from the equity sponsors that are
truly subordinate to the first and second lien credit facilities
and cannot be paid (including dividends) until the credit
facilities are paid in full, the execution of the contract
amendments with Shell for both the Phoenix and the Discoverer, and
further discussions with management regarding funding of any
unexpected additional cost overruns for both the Phoenix and
Seillean. Satisfactory completion of these items will likely
result in a ratings upgrade of at least one notch; however,
failure to come to an agreement with the lenders will likely
result in a ratings downgrade as it would appear that the
prospects of a default will increase.

The company is requesting a lowering of the minimum EBITDA test
for both facilities beginning in Q2 '08 and continuing through
Q2 '09.  Currently the respective tests were to fall away in Q3
'09, but with the proposed amendment, the test will remain in
place for the life of the facility, with minimum EBITDA ramping up
to $150 million by Q4 '09.  In addition, FDR is seeking to amend
the Interest Coverage test from 2.50x to 2.00x for Q2 '09 to allow
for the lower expected EBITDA levels from having the Duchess off
contract and the delay of the Phoenix delivery, now expected in
October 2008, originally expected August 2008.

Prior to close of the amendments, the company's sponsors,
Carlyle/Riverstone, Avista Capital Holdings, Highbridge Capital
Management, and Global Energy Capital have agreed to inject at
least $175 million in the form of redeemable PIK preferred stock
to be funded in stages over the next three months and should be
sufficient to cover the completion of the Phoenix and cover
operating expenses during that time while the company is still
generating negative cash flow.  In addition, the company is
seeking a provision to permit up to an additional $25 million
investment to cover any additional cost overruns from current
expectations over the life of the deal.  This investment, if made,
would be in the form of redeemable PIK preferred stock and common
equity into FDR Holdings, the parent company of FDR, and guarantor
of the credit facilities.

The company has also reached an agreement with Shell to amend its
contracts for both the Discoverer and Phoenix.  Under the
Discoverer contract, Shell is agreeing to modify the operating
expense adjustment formula to the oilfield services index, which
is more indicative of the industry cost index versus the current
index which his tied to CPI.  This should help PDR with the surge
in operating costs that have been hitting the offshore drilling
sector. The contract will also be extended from 3 to 4 years.  For
the Phoenix contract, Shell has agreed to an increase in the
dayrate to $306,000/day from the current rate of $209,000/day as
well as utilize the same operating expense adjustment as the
Discoverer.  The result of these contract changes should help
drive future earnings and cashflows to higher levels and improve
the company's overall credit profile and help with debt reduction.
However, it should be noted that these agreements have not been
executed into contract amendments at this time, but is expected to
once the amendment for the credit facilities has been executed and
the sponsors' cash investment has been made.

The company has entered into a two year contract for the Duchess
with Nigerian Petroleum Development Corporation at a rate of
$308,000/day, which represents a significant increase from the
$144,500/day contract the Duchess was working for before coming
off contract early this past January.

Frontier Drilling ASA, which is incorporated in Norway and has an
administrative office in Houston, Texas, is a subsidiary of
privately owned FDR Holdings Ltd., and is a specialized provider
of offshore contract drilling and production services to the oil
and gas industry.


FRONTLINE PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Frontline Properties Inc.
        aka Frontline Properties Inc dba Frontline BP
        dba Frontline BP
        947 Pine Roc Drive
        Stone Mountain, GA 30083

Bankruptcy Case No.: 08-74814

Related Information: The Debtor's owner, Jeffrey Brown, filed for
                     Chapter 11 protection on July 23, 2008
                     (Bankr. N.D. Ga. Case No. 08-73809).

Chapter 11 Petition Date: August 4, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Anthony B. Sandberg, Esq.
                  (thesandberglawfirm@yahoo.com)
                  The Sandberg Law Firm
                  International Tower - Suite 705
                  229 Peachtree Street Northeast
                  Atlanta, GA 30303
                  Tel: (404) 827-9799
                  Fax: (404) 827-9670

Total Assets: $1,117,375

Total Debts:    $732,800

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


GADFY ANGEL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Gadfy Angel Fire, Ltd.
        18711 Mockingbird Lane
        Tomball, TX 77377

Bankruptcy Case No.: 08-35146

Chapter 11 Petition Date: August 4, 2008

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Yvette Marie Mastin, Esq.
                  2323 South Voss Road, #400
                  Houston, TX 77057
                  Tel: (832) 251-3662
                  Fax: (832) 971-7206
                  (mastinlaw@yahoo.com)

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


GA WOODS PROPERTIES: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: GA Woods Properties, LLC
        124 East Nifong Blvd.
        Columbia, MO 65203

Bankruptcy Case No.: 08-21343

Chapter 11 Petition Date: July 30, 2008

Court: Western District of Missouri (Jefferson City)

Judge: Dennis R. Dow

Debtor's Counsel: James F. B. Daniels, Esq.
                     Email: jdaniels@mcdowellrice.com
                  McDowell Rice Smith & Buchanan
                  605 W. 47th St., Ste. 350
                  Kansas City, MO 64112
                  Tel: (816) 960-7307
                  Fax: (816) 753-9996
                  http://www.mcdowellrice.com/

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

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

A copy of GA Woods Properties, LLC's petition is available for
free at:

         http://bankrupt.com/misc/mowb08-21343.pdf


GENERAL MOTORS: Board Backs CEO Rick Wagoner Amid 2nd Quarter Loss
------------------------------------------------------------------
General Motors Corp.'s board continue to stand by chief executive
Rick Wagoner after the company reported a $15.5 billion loss in
the second quarter, The Wall Street Journal states.

WSJ, citing GM spokesman Steve Harris, said that the board remains
supportive to Mr. Wagoner and the GM management team.

One person close to the directors said the board "is totally
behind [Mr. Wagoner], realizing nobody could deal with this
situation any better than he.  It's a case of an excellent plan,
[and] delivering on all promises," according to WSJ.

WSJ quoting Calyon auto analyst Mark Warnsman says: "They're
probably in a bit of a bind.  It might be good to change horses,
but disruptive to do so -- a disruption that they cannot afford
just at the moment."

According to WSJ, Mr. Wagoner has been with GM as CEO since mid-
2000 and some of his accomplishments included a $9 billion cut in
structural costs; contract reworked with the United Auto Workers
union and an accelerated growth in markets outside the U.S.
business.  The UAW deal, WSJ says, could save GM $5 billion by
2011 and add needed flexibility to its manufacturing footprint.

Amid all these, WSJ notes that Mr. Wagoner has struggled to
produce the desired results.  WSJ states that GM's cumulative
losses for 2005, 2006 and 2007, was approximately $50 billion and  
so far this year, GM has lost more than $18 billion.

GM shares were up 59 cents, or 5.8%, to $10.69 apiece in 4 p.m.
New York Stock Exchange composite trading Tuesday, WSJ relates.  A
drop in the price of oil has helped push up GM shares in recent
trading, WSJ adds.  The stock, according to WSJ, also got a boost
after GM stated its liquidity plan last month, still, the market
capitalization of about $6 billion is near the lowest point in
five decades.

                       About General Motors

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

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

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

                          *     *     *

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

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

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


GENERAL MOTORS: S&P Lowers Rating on Classes A-1, A-2 Certs to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 certificates from Corporate Backed Trust
Certificates Series 2001-8 Trust to 'B-' from 'B' and removed
them from CreditWatch, where they were placed with negative
implications on July 2, 2008.

The rating actions follow the July 31, 2008, lowering of the long-
term corporate credit and other ratings on General Motors Corp.
(GM; B-/Negative/NR) and their removal from CreditWatch
negative.        

Corporate Backed Trust Certificates Series 2001-8 Trust is a pass-
through transaction, and the ratings on the certificates are based
solely on the rating assigned to the underlying securities, the
8.10% debentures due June 15, 2024, issued by GM.

The corporate rating actions on GM have no immediate rating impact
on the GM-related asset-backed securities (ABS) supported by
collateral pools of consumer auto loans, auto leases, or auto
wholesale loans.


GENERAL MOTORS: S&P Cuts Freedom Certificates Classes A, X to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
A and X from Freedom Certificates US Autos Series 2004-1 Trust to  
'B-' from 'B' and removed them from CreditWatch, where they were
placed with negative implications on July 2, 2008.

The rating actions reflect the July 31, 2008, lowering of the
long-term corporate credit and other ratings on Ford Motor Credit
Co. (Ford Credit; B-/Negative/NR), a subsidiary of Ford Motor Co.
(Ford; B-/Negative/NR), and GMAC LLC (GMAC; B-/Negative/C), a
subsidiary of General Motors Corp. (GM; B-/Negative/NR), and their
removal from CreditWatch with negative implications.

Freedom Certificates US Autos Series 2004-1 Trust is a pass-
through transaction, and the ratings on classes A and X are based
solely on the lower of the ratings assigned to the underlying
securities, the 7.375% bonds due Feb. 1, 2011, issued by Ford
Credit and the 7.25% notes due March 2, 2011, issued by GMAC.

The corporate rating actions on Ford and GM and their affiliates
have no immediate rating impact on the Ford and GM-related asset-
backed securities (ABS) supported by collateral pools of consumer
auto loans, auto leases, or auto wholesale loans.


GENESIS RESTAURANT: Organizational Meeting to Form Panel Today
--------------------------------------------------------------
The United States Trustee for Region 3 will hold an organizational
meeting in the Chapter 11 case of Genesis Restaurant Group, Inc.
at 12:00 p.m. today, August 6, 2008, at the Office of the United
States Trustee, One Newark Center, 14th Floor, Room 1401, in
Newark, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy filing.

Madison, New Jersey-based Genesis Restaurant Group, Inc. filed for
chapter 11 bankruptcy protection on June 20, 2008 (Bankr. D. N.J.
Case No. 08-21532).  It disclosed total assets between $100,000 to
$500,000, and total debts below $50,000 owed to no more than 49
creditors.  Karen E. Bezner, Esq., represents the Debtor.


GLACIER FUNDING: Fitch Affirms 'CC' Ratings on Two Note Classes
---------------------------------------------------------------
Fitch Ratings has downgraded seven classes and affirmed two
classes of notes issued by Glacier Funding CDO V, Ltd. and Glacier
Funding CDO V, LLC.  These rating actions are the result of
Fitch's review process and are effective immediately:

  -- $190,311,532 class A-1 downgraded to 'CCC' from 'BB+',
     removed from Rating Watch Negative;

  -- $122,000,000 class A-2 downgraded to 'CC' from 'BB-', removed
     from Rating Watch Negative;

  -- $46,000,000 class A-3 downgraded to 'CC' from 'B-', removed
     from Rating Watch Negative;

  -- $44,000,000 class B affirmed at 'CC', removed from Rating
     Watch Negative;

  -- $15,000,000 class C affirmed at 'CC', removed from Rating
     Watch Negative;

  -- $20,953,419 class D downgraded to 'C' from 'CC', removed from
     Rating Watch Negative;

  -- $27,245,702 class E downgraded to 'C' from 'CC', removed from
     Rating Watch Negative;

  -- $5,740,580 class F downgraded to 'C' from 'CC', removed from
     Rating Watch Negative;

  -- $7,058,932 class G downgraded to 'C' from 'CCC+', removed
     from Rating Watch Negative.

Glacier V is a cash flow collateralized debt obligation that
closed on March 27, 2007 and is managed by Terwin Money
Management, LLC.  Presently 91% of the portfolio is comprised of
pre-2005, 2005, 2006, and 2007 vintage U.S. subprime residential
mortgage-backed securities, and 8% comprised of 2006 and 2007
vintage U.S. Structured Finance CDOs.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS and
SF CDOs with underlying exposure to subprime RMBS.  Since Nov. 21,
2007, approximately 92.7% of the portfolio has been downgraded
with 5.5% of the portfolio currently on Rating Watch Negative.  
Nearly 99% of the portfolio is now rated below investment grade,
of which 95.8% of the portfolio is rated 'CCC+' and below.  As per
the latest Trustee report dated July 2, 2008, defaulted and
deferred interest PIK securities constitute 61.3%, or $276.12
million, of the portfolio total.

Classes A-1, A-2, A-3, B, C and D are paid on a monthly basis and
classes E, F, and G receive interest and principal on a quarterly
basis.  At present, the transaction continues to make the
scheduled monthly distributions to the A-1, A-2, A-3, B and C
classes; however, principal distributions are being utilized to
make up for interest shortfalls to B and C classes.  Payment of
interest to the D, E, F, and G classes has been made in kind by
writing up the principal balance of each class by the amount of
interest owed.

The classes are removed from Rating Watch as Fitch believes
further negative migration in the portfolio will have a lesser
impact on these 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 rating of the class A, B, and C 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.  The ratings of the
classes D, E, and F notes address the likelihood that investors
will receive ultimate interest payments, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.  The ratings are based upon the capital
structure of the transaction, the quality of the collateral, and
the protections incorporated within the structure.


GOLDMAN SACHS: Fitch Lifts 'BB' Rating to 'BB+' on Class D Notes
----------------------------------------------------------------
Fitch Ratings upgraded five classes and affirmed four classes of
two Goldman Sachs Auto Loan Trusts.  The ratings are:

Goldman Sachs Auto Loan Trust 2005-1
  -- Class A notes affirmed at 'AAA';
  -- Class B notes upgraded to 'AA' from 'A+';
  -- Class C notes upgraded to 'A+' from 'BBB+';

Goldman Sachs Auto Loan Trust 2006-1
  -- Class A notes affirmed at 'AAA';
  -- Class B notes upgraded to 'A+' from 'A';
  -- Class C notes upgraded to 'BBB+' from 'BBB';
  -- Class D notes upgraded to 'BB+' from 'BB'.

The rating actions are a result of continued available credit
enhancement in excess of stressed remaining losses and the
attainment of class credit enhancement targets.  Current principal
allocation and expected future cash flows are also contributing
factors.

The collateral continues to perform within Fitch's base case
expectations.  Currently, under the credit enhancement structure,
the securities can withstand stress scenarios consistent with the
ratings assigned and still make full payments of interest and
principal in accordance with the terms of the documents.

As before, the ratings on the notes are based on their respective
levels of credit.  The securities are backed by a pool of prime
retail installment sales contracts secured by new and used
automobiles and light duty trucks from a diverse pool of
manufacturers.  All ratings reflect the transaction's sound legal
structure and the high quality of the retail auto receivables
originated by Huntington National Bank, Ford Motor Credit Co., and
Ohio Savings Bank, and serviced by System and Services
Technologies, Inc.


GREEKTOWN CASINO: Completes Exterior Construction of New Hotel
--------------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates have reached
another important milestone in the construction of its permanent
casino and hotel property, as company management and contractors
celebrated the final pour of concrete to the 30-story structure at
a "top off" event.

The "top off" marks the completion of the exterior of Greektown
Casino's 400-room hotel structure.  The remainder of construction
activity will be enclosing the structure and finishing the
interior of the hotel, which is scheduled to open in early 2009.

"As with any major construction project, the top off is an
important milestone because it allows you to finish enclosing the
building and commence work on the interior," said Craig Ghelfi,
CEO of Greektown Casino.  "Our contractors will now spend the
next few months finishing hotel rooms, hallways, the two-story
lobby, state-of-the-art meeting space and the rest of the hotel
features."

The "top off" also marks the beginning of work for a new set of
contractors, as interior workers such as painters and drywall
hangers can begin their jobs higher up in the hotel structure.  
"We continue to move briskly on our construction timeline, with
our expanded gaming floor set to open in late August 2008 and the
hotel planned to be read in early 2009," Mr. Ghelfi said.

In November 2007, Greektown Casino opened its new attached parking
structure, marking the completion of Phase 1 construction work on
the new permanent Greektown Casino. Phase 2 includes construction
of the casino's new 400-room hotel and expanded gaming floor.

The permanent casino and hotel will include a multi-purpose
theater, buffet, three restaurants, and 25,000 square feet of
additional gaming space.  Total investment in the permanent
Greektown Casino project will be about $500 million.

Located at 555 E. Lafayette Avenue in Detroit's Greektown
Entertainment District, Greektown Casino features more than 2,300
slot machines and more than 70 table games in 75,000 square feet
of luxurious Mediterranean-themed gaming space.  Additional slot
machines and table games will become operational when the gaming
floor expansion is completed.

                      About Greektown Casino

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

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

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

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


GREEKTOWN CASINO: Wants Plan-Filing Time Extended to June 1, 2009
-----------------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan to extend
the period by which they have the exclusive right to:

   (a) file a plan of reorganization, through and including
       June 1, 2009; and

   (b) solicit and obtain acceptances of that plan, through
       Sept. 1, 2009.

Under Section 1121 of the U.S. Bankruptcy Code, the Debtors have
the exclusive right to file a plan or plans of reorganization
within the initial 120-day period after the date of bankruptcy.  
Furthermore, the Debtors have the exclusive right during the 180-
day period after the bankruptcy filing to solicit and obtain
acceptances of that plan.

The Debtors' Exclusive Plan Filing Period is set to expire on
Sept. 26, 2008, and their Plan Solicitation Period will expire on
Nov. 25, 2008.

The Debtors are completing construction of the Greektown Casino
entertainment complex, which includes a casino, a 400-room luxury
hotel, exhibit and banquet rooms, and a theater venue, Brendan G.
Best, Esq., at Schafer and Weiner, PLLC, in Bloomfield Hills,
Michigan, relates.  He avers that the Debtors need to design a
plan of reorganization that maximizes value through completion of
the Entertainment Complex construction and operation of that
Complex and the casino as an integrated facility.

Moreover, the plan process cannot begin before the Entertainment
Complex is finished because the Debtors will need time to review
the Complex's performance with stabilized operations in its
place, and financial results of the Complex cannot be known or
accurately predicted unless it is completed and already
operating, Mr. Best asserts.

Once the Entertainment Complex is operating and generating
revenues, Mr. Best points out, the Debtors will be able to make
revenue and profit analyses of the Complex and they can start
analyzing and negotiating a potential plan of reorganization and
its terms.

The Debtors have also made good faith progress towards their
reorganization efforts by obtaining a Court-approved $150,000,000
postpetition financing to fund the completion of the hotel
portion of the Entertainment Complex.

In addition, the Debtors are negotiating with non-construction
suppliers and creditors to ensure the continued supply of food,
beverages, and gaming items and services required for the
successful operation of their businesses.

The Debtors maintain they are currently meeting their
postpetition obligations in a timely fashion.  They are also
making progress in negotiating with their creditors, including
their trade creditors and critical vendors, to maintain their
supply chain, including gaming items, services as well as
foodstuffs.

But Mr. Best insists that the initial 120-day plan filing period
authorized under Section 1121(b) is not sufficient for the
Debtors to reach agreements with all their creditors or formulate
a confirmable plan due to the scale of the negotiations with the
creditors and complexity of their Chapter 11 cases.

Mr. Best contends that failure to extend the Debtors' Exclusive
Periods could give rise to the threat of multiple plans being
filed by other parties and a contentious confirmation process.
That situation, he insists, may result in litigation and
administrative expenses that would decrease recoveries to the
Debtors' creditors and significantly delay their ability to
confirm any plan of reorganization.

The additional time will allow the Debtors to reach additional
agreement with creditors as well as to design a plan that
provides maximum value to the creditors through the income-
generation ability of the casino with a fully functional
Entertainment Complex, Mr. Best says.

The Debtors emphasize that the extension request is warranted
because their Chapter 11 cases are large and complex, involving:

  -- many contracts and contractors;

  -- intricate construction financing involving multiple lenders
     and municipal and public bonds;

  -- intense regulatory and statutory requirements; and

  -- negotiations with many interested parties, including bond
     holders, the City of Detroit, Michigan, the Economic
     Development Corporation of the City of Detroit, other
     creditors, and oversight by the Michigan Gaming Control
     Board.

The Debtors also ask the Court to set March 30, 2009, as the
deadline for a party to make specific request for information to
be included in the Debtors' proposed disclosure statement.

                      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).


GREEKTOWN CASINO: Wants October 31 Set as Claims Bar Date
---------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan to establish
Oct. 31, 2008, at 8:00 p.m., prevailing Eastern Time, as the
deadline for all creditors, including individual, partnership,
joint venture, corporation, estate, trust and governmental units,
to file proofs of claim against them that arose before the date of
bankruptcy.

A meeting of creditors was held by the U.S. Trustee pursuant to
Section 341 of the Bankruptcy Code on July 2, 2008. Pursuant to
Local Rule 3003-1 of the Local Rules of Bankruptcy Procedure for
the Eastern Michigan Bankruptcy Court, the last date for the
filing of proofs of claim is set 90 days after the first date
scheduled for the 341 Meeting.  Thus, the Court generated a notice
establishing Sept. 30, 2008, as the deadline to file a proof of
claim.

The Debtors, however, now believe that it is in the best interest
of all parties for the Court to establish Oct. 31, 2008, as the
new claims bar date.  The Debtors believe that such date will
give all creditors, including governmental units, ample
opportunity to prepare and timely file proofs of claim.

The Debtors also ask the Court to establish uniform procedures
for filing proofs of claim and to approve the form of the
proposed Claims Bar Date Notice.

                      Claim Filing Procedures

Each entity that asserts a prepetition claim against the Debtors
must file an original, written proof of claim and submit it on or
before October 31, 2008, to:

               Greektown Casino Claims Processing
               c/o Kurtzman Carson Consultants L.L.C.
               2335 Alaska Avenues
               El Segundo, CA 90245

Each proof of claim to be filed must:

   * state the amount allegedly owed by the Debtor as of the
     Petition Date;

   * be written in the English language and include a claim
     amount denominated in the currency of the United States;

   * conform substantially with the proof of claim provided;

   * indicate the Debtor against which the creditor is asserting
     a claim;

   * include supporting documentation or an explanation as to why
     that documentation is not available; and

   * be signed by the claimant or if the claimant is not an
     individual, by an authorized agent of the claimant.

Proofs of claim will be deemed timely filed only if it is
actually received by the Greektown Casino Claims Processing on or
before the October 31 Bar Date.

Greektown Casino Claims Processing will not accept proofs of
claim sent by facsimile, telecopy, PDF or electronic
transmission.

The Debtors propose that these entities not be required to file a
claim on or before the Claims Bar Date:

   (1) Any entity that has properly filed with the Court a proof
       of claim against the Debtors.

   (2) Any entity whose claim is listed on the Debtors' schedules
       of assets and liabilities.

   (3) Any entity having a claim under Sections 503(b) or 507(a)
       of the Bankruptcy Code as an administrative expense.

   (4) Any entity whose claim has been paid in full.

   (5) Any entity that holds a claim that has been allowed by the
       Court on or before the Claims Bar Date.

   (6) Any entity whose claim is limited exclusively to the
       repayment of principal, interest or other applicable fees
       and charges under any bond or note issued by the Debtors
       pursuant to an indenture, provided that (i) it will not
       apply to the Indenture Trustee under the applicable Debt
       Instruments, (ii) the Indenture Trustee will be required
       to file one proof of claim on or before the Claims Bar
       Date with respect to all Debt Claims under each of the
       Debt Instruments, and (iii) any holder of a Debt Claim
       relating to the Debt Instruments will be required to file
       a proof of claim on or before the Claims Bar Date.

    (7) Any holder of a claim for which a specific deadline has
        been previously fixed by the Court.

    (8) A Debtor that has a claim against another Debtor.

    (9) The Prepetition Secured Lender Parties, provided that the
        Prepetition Agent may file a proof of claim on behalf of
        the Prepetition Lenders.

                     Rejection Claims Bar Date

The Debtors propose that any entity that holds a claim that
arises from the rejection of an executory contract or unexpired
lease must file a proof of claim based on that rejection on or
before the latest of:

   (i) the Claims Bar Date;

  (ii) 30 days after the Court authorizes the rejection of an
       executory contract or unexpired lease; or

(iii) the date the Court fixes the order authorizing the
       rejection of the executory contract or unexpired lease.

Any holder of an equity interest in the Debtors need not file a
proof of interest.

Any holder of a claim against the Debtors who fails to timely
file a proof of claim by the Claims Bar Date will be forever
barred, estopped and enjoined from asserting that claim against
the Debtors.

               Bar Date Notice & Proof of Claim Form

The Debtors inform the Court that they have prepared a proof of
claim form that substantially conforms with Official Form No. 10
and propose these modifications:

   * An indication which Debtor case the claimant is scheduled in
     and that Debtor's case number.

   * It allows the creditor to correct any information contained
     in the name and address portion.

   * An indication of how the Debtors listed each creditor's
     claim on the Schedules, including the claim amount, and
     whether the claim has been listed as contingent,
     unliquidated or disputed.

Within five days after the Court's entry of an order on their
request, the Debtors also propose to mail the proof of claim form
and a bar date notice to all parties listed in their master
mailing matrix and all entities on their Primary Service List.

Among other things, the Bar Date Notice will advise creditors
whether they must file a proof of claim; alert those creditors to
the consequences of failing to timely file a proof of claim;
specify the form to be used in filing a proof of claim; and set
forth the Bar Date and address where the proofs of claim must be
sent.

                      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).


GREG PRUITT: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Greg Pruitt Construction Co., Inc.
             914 West Taylor St.
             Griffin, GA 30223

Bankruptcy Case No.: 08-12192

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        John Gregory Pruitt                        08-12199

Chapter 11 Petition Date: August 4, 2008

Court: Northern District of Georgia (Newnan)

Debtors' Counsel: Grace M. Tillman, Esq.
                     Email: gracetillman@charter.net
                  Remler Law Group, P.C.
                  Building One, Ste. 200
                  4200 Northside Pkwy.
                  Atlanta, GA 30327
                  Tel: (404) 365-6565
                  Fax: (404) 365-6552

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

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

A. A copy of Greg Pruitt Construction Co., Inc's petition is
   available for free at:

      http://bankrupt.com/misc/ganb08-12192.pdf

B. A copy of John Gregory Pruitt's petition is available for free
   at:

          http://bankrupt.com/misc/ganb08-12192.pdf


IIMA CORP: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: IIMA Corporation
        1123 Central Freeway East
        Wichita Falls, TX 76302

Bankruptcy Case No.: 08-70311

Chapter 11 Petition Date: August 4, 2008

Court: Northern District of Texas (Wichita Falls)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Susan B. Hersh, Esq.
                  (susan@susanbhershpc.com)
                  Susan B. Hersh, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 503-7070

Total Assets:   $513,256

Total Debts:  $1,311,978

A copy of IIMA Corporation's petition is available for free at:

            http://bankrupt.com/misc/txnb08-70311.pdf


INCYTE CORP: Prices Public Offering of 10,500,000 of Common Stock
-----------------------------------------------------------------
Incyte Corporation announced the pricing of its underwritten
public offering of 10,500,000 shares of its common stock at a
price to the public of $9.00 per share.  The size of the offering
was increased from the originally announced 9,000,000 shares.  
Incyte also granted the underwriters a 30-day option to purchase
an additional 1,575,000 shares of common stock.  All of the shares
are being offered by Incyte.

The company intends to use the net proceeds of this offering for
general corporate purposes, including research and development
activities.

Goldman, Sachs & Co. is acting as sole book-running manager of
this offering and Morgan Stanley & Co. Incorporated is acting as
joint lead manager. J.P. Morgan Securities Inc. is acting as co-
manager.

The shares are being issued pursuant to an effective shelf
registration statement.

                       About Incyte Corp.

Based in Wilmington, Delaware, Incyte Corporation (Nasdaq: INCY)
-- http://www.incyte.com/-- is a drug discovery and development     
company focused on developing proprietary small molecule drugs to
treat serious unmet medical needs.  Incyte's pipeline includes
multiple compounds in Phase I and Phase II development for
oncology, inflammation and diabetes.  

                          *     *     *

As reported in The Troubled Company Reporter on Aug. 4, 2008, the
company posted net loss of $45.6 million for the quarter ended
June 30, 2008.  The company's balance sheets showed $204.7 million
in total assets and and $441.9 million in total liabilities,
resulting in a $237.2 million stockholders' deficit.


INDYMAC BANCORP: Executives Resign; CEO Michael Perry Remains
-------------------------------------------------------------
As a result of the closure of IndyMac Bank, F.S.B. on July 11,
2008, by the Office of Thrift Supervision, all of the executive
officers of IndyMac Bancorp, Inc. have resigned from, or are no
longer affiliated with the Company, except for Michael Perry, who
continues as the Chief Executive Officer of the Company but is no
longer affiliated with IndyMac Bank.

S. Blair Abernathy resigned as Executive Vice President and Chief
Financial Officer of the Company effective July 16, 2008, but
continues with IndyMac Federal Bank FSB, the successor to IndyMac
Bank; Richard H. Wohl resigned as President of IndyMac Bank
effective July 17, 2008; and Frank M. Sillman, Executive Vice
President and Chief Executive Officer of Mortgage Bank is no
longer affiliated with the Company but continues with IndyMac
Federal Bank.

                      About IndyMac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac   
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

Indymac Bancorp filed for Chapter 7 bankruptcy protection on July
31, 2008 (Bankr. C.D.Calif., Case No. 08-21752).  Representing the
Debtor are Dean G. Rallis, Jr., Esq. and John C. Weitnauer, Esq.  
Bloomberg noted that Indymac had $32.01 billion in assets as of
July 11, 2008.  In court documents, IndyMac disclosed estimated
assets of $50 million to $100 million and estimated debts of $100
million to $500 million.  

All of Indymac's business is conducted, and assets are held,
within IndyMac Bank, F.S.B. On July 11, 2008, the Office of Thrift
Supervision closed IndyMac Bank and appointed FDIC as the bank's
receiver.  Thacher Proffitt & Wood LLP was engaged as counsel to
the FDIC.


IPCS INC: June 30 Balance Sheet Upside-Down by $37.5 Million
------------------------------------------------------------
iPCS Inc.'s consolidated balance sheet at June 30, 2008, showed
$553.3 million total assets and $590.8 million in total
liabilities, resulting in a $37.5 million stockholders' deficit.

iPCS Inc. reported a net loss of $646,000 for the second quarter
ended June 30, 2008, compared to a net loss of $43.6 million in
the prior year quarter.   The prior year quarter included a
$30.5 million charge for the early extinguishment of debt.

Total revenues were $129.4 million, compared to $133.2 million in
the prior year quarter ended June 30, 2007.

Adjusted EBITDA was $23.4 million, compared to $18.9 million in
the  prior year quarter.  Included in Adjusted EBITDA for the
second quarter is approximately $1.8 million in Sprint related
litigation expenses.  Included in Adjusted EBITDA for the prior
year quarter is approximately $400,000 in Sprint Nextel related
litigation expenses.  Adjusted EBITDA represents earnings before
interest, taxes, depreciation and amortization as adjusted for
gain or loss on the disposal of property and equipment, stock-
based compensation expense and debt extinguishment costs.

"We are pleased with the subscriber and financial results for the
quarter," remarked Timothy M. Yager, president and chief executive
officer of iPCS.  "Our Adjusted EBITDA for the quarter met our
expectations and was up 24% from the year ago period as a result
of lower gross additions and the continued leveraging of our sales
and network infrastructure.  Additionally, we were able to exceed
our expectations on net additions by maintaining churn at first
quarter 2008 levels which continue to be below levels experienced
at year end 2007.  During June, we also exceeded 6.0 million EVDO
Rev A covered pops, one of the milestones in our amended
affiliation agreements with Sprint entitling us to a $0.15
reduction in our CCPU fee beginning July 1, 2008."

"We are accelerating a portion of our 2009 planned network build
into the fourth quarter of 2008 to take advantage of discounts on
network equipment and to maintain build out momentum into 2009.  
As such, we are revising our capital expenditure range for 2008 to
$70.0 million to $75.0 million from $60.0 million to
$65.0 million.  We are reaffirming our 2008 Adjusted EBITDA
guidance and still expect to be towards the high end of our
previously issued range of $95.0 million to $105.0 million, We
continue to anticipate our 2009 Adjusted EBITDA growth rate to be
at or above 20%," concluded Yager.

The company incurred approximately $26.6 million in capital
expenditures in the three months ended June 30, 2008, compared
with $12.7 million for the prior year quarter.

Gross subscriber additions slowed to approximately 61,800 in the
three months ended June 30, 2008, as compared to 67,700 in the
2007 period despite growth in additions coming from Nextel
customers within the company's territory switching to Sprint.  Net
subscriber additions were approximately 13,400 compared to 21,000
for the prior year quarter.

Montly churn, net of 30 day deactivations, was slightly higher at
2.3% compared to 2.2% in the prior year quarter.  At June 30,
2008, approximately 87% of the company's subscribers were under
contract compared to 90% at June 30, 2007.

At June 30, 2008, the company had outstanding long-term debt and
capital lease obligations of $475.4 million, which is unchanged
from Dec. 31, 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?306e

                         About iPCS Inc.

Headquartered in Schaumburg, Illinois, iPCS Inc. (Nasdaq: IPCS) --
http://www.ipcswirelessinc.com/ -- is an affiliate of Sprint       
Nextel Corporation with the exclusive right to sell wireless
mobility communications network products and services under the
Sprint brand in 81 markets including markets in Illinois,
Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee.  

The territory includes key markets such as Grand Rapids (MI), Fort
Wayne (IN), Tri-Cities (TN), Scranton (PA), Saginaw-Bay City (MI)
and Quad Cities (IA/IL).  As of June 30, 2008, iPCS' licensed
territory had a total population of approximately 15.1 million
residents, of which its wireless network covered approximately
12.2 million residents, and iPCS had approximately 654,000
subscribers.

                          *     *     *

As reported in the Troubled Company Reporter on May 6, 2008,
Standard & Poor's Rating Services revised its outlook on
iPCS Inc. to stable from negative.  All existing ratings,
including the 'B-' corporate credit rating, were affirmed.


ISCOPE INC: Warns of Halt in Shares Trading Due to Filing Delay
---------------------------------------------------------------
iScope Inc. has yet to complete its audited financial statements
and associated management discussion and analysis for the year
ended January 31, 2008, and has been operating under Management
Cease Trade Orders issued by applicable securities regulators.

The Corporation has now secured the necessary funds for completion
of its audit and execution of its ongoing business strategy.
Management of the Corporation is continuing to work on the
completion of the financial statements. The Corporation is
targeting mid-September 2008 for completion of the audit for the
year ended January 31, 2008. As this target is beyond the initial
60 day period specified in the Management Cease Trade Orders
issued by applicable regulators, the Corporation anticipates that
it will become subject to Issuer Cease Trade Orders during the
next several days. As such, all trading in the Corporation's
common shares will be temporarily halted after issuance of the
order. Once the financial statements and associated MD&A have been
completed and filed with the applicable securities commission, the
Corporation intends to file for revocation of the Issuer Cease
Trade Orders and apply for re-instatement of the trading of its
common shares on the TSXV.

Early last month, iScope and its subsidiary, Affilia Solutions
Inc., closed a non-brokered convertible debenture financing
pursuant to which a total of $300,000 principle amount debenture
were issued and a commercialization loan of $300,000 from
Investissement Quebec.

iScope closed the debenture under the terms of a private
placement; iScope has issued a debenture maturing in 2 years from
the date of issuance with a coupon rate of 12% per annum. The
debenture will be convertible at any time after its issuance into
common shares of iScope at $0.10 per common share.

The debenture and common shares issuable under the debenture will
be subject to a four month hold period. The net proceeds from the
private placement are expected to be used to pursue the
commercialization of solutions and for working capital purposes.

The company received TSX Venture approval for the issuance of the
debenture on June 25, 2008.

iScopre has postponed for one year the payment of the debenture
issued on June 9, 2006. The debenture holders agreed to extend the
maturity date of the debenture by 12 months to May 23, 2009. All
the other terms and conditions of the debenture remain in force
and unchanged.

Jean Larivee and Simon Robins have resigned from the company's
board of directors.

Affilia Solutions Inc. -- http://www.affilia.ca/-- is a wholly  
owned subsidiary of iScope. Affilia Solutions offers clearinghouse
services and business solutions that help create stronger links
between commerce and the community. The main feature of the
company's solutions is an ability to convert currencies through
innovative processes that maximize benefits and social impact for
all parties involved.  

iScope Inc. (ISI - TSX Venture) -- http://www.iscope.ca-- is a  
public company listed on the TSX Venture Exchange. iScope Inc. is
a next-generation transaction solutions provider.


JEFFERSON COUNTY: S&P Lowers GO Rating to 'BBB'; On Watch Neg
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BBB/A-3'
from 'A/A-1' on Jefferson County, Ala.'s outstanding general
obligation (GO) warrants. In addition, Standard & Poor's lowered
its underlying rating (SPUR) to 'BBB-' from 'A-' on the Jefferson
County Public Building Authority, Ala.'s series 2006 lease-revenue
warrants.  The rating agency also lowered its SPUR on Jefferson
County's GO debt to 'BBB' from 'A'. The ratings remain on
CreditWatch with negative implications.

"The lowered ratings reflect increased uncertainty regarding
management's ability to address the county's worsening financial
situation regarding the sewer system debt, which makes a
bankruptcy filing increasingly possible," said Standard & Poor's
credit analyst James Breeding. "In addition, the rating reflects a
negative unrestricted general fund balance for fiscal 2007 and the
inability to remarket the county's 2001B GO warrants, which could
result in roughly $40 million in accelerated debt service payments
during the next year."

"The CreditWatch listing reflects the uncertainty regarding the
sewer system's deteriorating credit quality and its potential to
disrupt other county revenues."

The 2001B warrants are currently held as bank warrants by the
liquidity facility provider. If they are not remarketed after
being held for six months as bank warrants, principal and interest
payments will be accelerated and due in six semiannual
installments, which would result in roughly $20 million of debt
service due in September and another $20 million due six months
later.

In the event of a bankruptcy filing by the county, the entire
balance of the 2001B warrants could become due immediately at the
request of at least 25% of holders of the warrants.


JIMMY G'S: Court Converts Case to Chapter 7 Liquidation
-------------------------------------------------------
Mary Ann Thomas at The Valley News Dispatch says Jimmy G's ceased
operations last week after the U.S. Bankruptcy Court for the
Western District of Pennsylvania converted on July 25, 2008, its
chapter 11 case into a chapter 7 liquidation proceeding.

Jimmy G's is an award-winning, gourmet restaurant, Ms. Thomas
says.  According to her, owner James Guenther Jr., 59, said Jimmy
G's lost half of its business for the rest of the year when a tree
ravaged the banquet room roof in late July 2007.  She says the
eatery could not recover quickly enough to stave off creditors.

The eatery started to financially recover earlier this summer, Ms.
Thomas quotes Mr. Guenther as saying, "but it never turned around
enough for the bankruptcy judges. We went down fighting."

Jimmy G's was established in 1989 and specialized in American
cuisine.  Jimmy G's filed for Chapter 11 bankruptcy reorganization
on February 4, 2008.


KATY ANN: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Katy Ann, Inc.
        100 King's Plaza
        P.O. Box 1171
        Commerce, TX 75429

Bankruptcy Case No.: 08-33863

Chapter 11 Petition Date: Aug. 4, 2008

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtors' Counsel: Howard Marc Spector, Esq.
                   (hspector@howardmarcspector.com)
                  Howard Marc Spector, P.C.
                  12770 Coit Road
                  Banner Place, Suite 1100
                  Dallas, TX 75251
                  Tel: (214) 365-5377
                  Fax: (214) 237-3380

Estimated Assets: $500,000 to $1 million

Estimated Debts:  $1 million to $10 million

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


KSM LLC: Case Summary & Four Largest Unsecured Creditors
--------------------------------------------------------
Debtor: KSM LLC
        26801 Vista Terrace
        Lake Forest, CA 92630

Bankruptcy Case No.: 08-14575

Chapter 11 Petition Date: Aug. 4, 2008

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtors' Counsel: Paul V. Reza, Esq.
                   (pvr@apcx.net)
                  30131 Town Center Dr #247
                  Laguna Niguel, CA 92677
                  Tel: (949) 496-0718
                  Fax: (949) 496-7654

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

            http://bankrupt.com/misc/califcb08-14575.pdf


KULICKE & SOFFA: To Acquire Orthodyne Electronics, Exit Wire Biz
----------------------------------------------------------------
Kulicke & Soffa Industries, Inc. has entered into definitive
agreements to acquire substantially all of the assets of Orthodyne
Electronics Corporation, a supplier of wedge bonders, and sell the
K&S wire business unit to W.C. Heraeus GmbH, a precious metals and
technology group that has a leading position in its markets.

                      Orthodyne Acquisition

Under the terms of the Orthodyne agreement, K&S will fund the
acquisition of Orthodyne with approximately 7.1 million shares of
K&S common stock, plus $80 million in cash. If the transaction is
not consummated by October 31, 2008, the purchase price will be
approximately 19.6 million shares of K&S common stock and no cash.
The deal includes possible earn-out consideration up to an
additional $40 million in cash if certain financial objectives are
met by Orthodyne over the next three years. The closing of the
transaction, which is expected within approximately 60 days, is
subject to certain working capital adjustments and closing
conditions, including regulatory approvals.

"The acquisition of Orthodyne is in line with our stated strategy
and positions K&S to capitalize on our strengths in equipment
manufacturing and further cement our position as the leading
supplier of interconnect solutions," commented Scott Kulicke,
Chairman and Chief Executive Officer of K&S. "Orthodyne is a fast
growing, profitable market leader and provides us with deeper
penetration into the discrete side of the semiconductor market,
particularly in the attractive power management and hybrid module
markets."

Orthodyne, a privately held company based in Irvine, CA, is the
leading supplier of both wedge bonders and wedges for the power
management and hybrid module markets. Orthodyne's focus on the
fast growing power management market has delivered a double-digit
compound annual revenue growth rate over the last five years,
resulting in 2007 revenues of $110 million. Orthodyne's executive
team, led by Gregg Kelly, will be retained, as will all 280
employees.

                  Wire Business Unit Divestiture

Under the terms of the wire business agreement, Heraeus will pay
$155 million in cash to K&S for its wire business unit, subject to
certain working capital adjustments. K&S and Heraeus will also
enter into a strategic technical collaboration agreement that
provides reciprocal access to research and development expertise
to exploit the technical synergies that come from approaching the
wire bond process as a system involving the bonder, the tools and
the wire. The closing of the transaction, which is expected within
approximately 60 days, is subject to certain closing conditions,
including regulatory approvals.

Mr. Kulicke commented, "The wire business is one we believe
strongly in, especially with exciting new wire products such as
MaxSoft. It is a very healthy business, with excellent customer
relationships, and it will be a very solid asset for Heraeus.
However, the working capital requirements of this business have
become significant and, as a result, no longer make financial
sense for us. Heraeus is ideally positioned to support the
continued growth and exploit the advanced wire products we have
developed in this business by leveraging its significantly larger
balance sheet. The wire business fits very well into the core
competencies of Heraeus, which deal with precious metals and all
related services such as refining and trading worldwide. One of
the key considerations in selecting a buyer from what was a robust
bidding process was the ability to develop a long-term strategic
alliance with a partner we knew well and respected. We are excited
by the technology alliance we have formed with Heraeus, which will
allow us to exploit the technical synergies that exist between
these two businesses."

"W. C. Heraeus intends to continue building on its market position
and strengthen its presence in Asia and North America," noted Dr.
Peter Kohler, Managing Director of W. C. Heraeus, the largest
business segment of the Heraeus Group. "The acquisition of the K&S
wire business unit and its production facilities in Singapore and
Switzerland will strengthen our market position, especially in
Asia, which is the focal point of the world's semiconductor
industry and a strategically important site in close proximity to
customers."

                         Financial Details

To illustrate the potential financial impact of each of these
transactions, the company provided a table of K&S's fiscal 2007
results assuming the inclusion of Orthodyne's results and the
divestiture of the wire business.

  Fiscal 2007
  Results            Net Revenue   Gross Profit   Gross Margin
  ---------------    -----------   ------------   ------------
  K&S As Reported   $700,404,000   $180,934,000        25.8%

  K&S Without Wire
    and With
    Orthodyne       $480,949,000   $220,747,000        45.9%

"These transactions would have significantly improved our gross
profit, both in absolute terms and as a percentage of sales,"
commented Maurice Carson, Chief Financial Officer of K&S.
"Orthodyne is a profitable and growing business. Additionally, the
divestiture of our wire business would have significantly reduced
the working capital needs of the company and improved cash flow."

Mr. Kulicke concluded, "These transactions demonstrate our
commitment to find and drive profitable growth and strengthen our
balance sheet. Coupled with last year's acquisition of Alphasem,
K&S will posses a core competency across a full suite of
interconnect technologies for a variety of micro-electronic
applications, providing even greater value to our now broader base
of customers. K&S will also serve a larger Total Available Market
for back-end assembly equipment, providing more growth
opportunities as the industry's cycle begins to turn up in the
future."

A conference call discussing these transactions was held August 1,
2008.

                    About Orthodyne Electronics

Orthodyne Electronics is the leading supplier of ultrasonic wedge
bonders and their associated tools. These products are used in
fine wire, heavy wire, and large ribbon applications, including
power semiconductors and power hybrids, which are enablers of
energy efficient solutions in products ranging from consumer white
goods to industrial electronics to hybrid electric vehicles.
Orthodyne designs and builds its products at its headquarters in
Irvine, CA and supports its customers through its sales and
service network in North America, Europe and Asia. Orthodyne has
achieved a double-digit compound annual revenue growth rate over
the last five years, resulting in 2007 revenues of $110 million.

                        About Heraeus Group

Heraeus, the precious metals and technology group headquartered in
Hanau, Germany, is a global, private company with over 155 years
of tradition. The businesses include precious metals, sensors,
dental and medical products, quartz glass and specialty lighting
sources. With product revenues of EUR 3 billion and precious metal
trading revenues of EUR 9 billion, as well as over 11,000
employees in more than 100 companies worldwide, Heraeus holds a
leading position in its global markets.

W. C. Heraeus GmbH, a subsidiary, processes the precious metals
and special metals primarily into industrial products for the
automotive, semiconductor, electronics and medical products
industry and commands a leading position in international precious
metals trading. The Contact Materials Division of W. C. Heraeus
develops, manufactures and distributes bonding wire for connecting
discrete and integrated components in the semiconductor industry.

                       About Kulicke & Soffa

Kulicke & Soffa (NASDAQ:KLIC) is a supplier of semiconductor
assembly equipment, materials, and technology. K&S provides wire
bonders, capillaries, wire, die bonders, and die collets for all
types of semiconductor packages using wire as the internal
electrical interconnections. K&S is the only major supplier to the
semiconductor assembly industry that provides customers with
semiconductor assembly equipment along with the complementing
packaging materials and process technology that enable the
company's customers to achieve the highest possible yields and
throughput. The ability to provide these assembly related products
is unique to Kulicke & Soffa, and allows the company to develop
system solutions to the new technology challenges inherent in
assembling and packaging next-generation semiconductor devices.

On the Net: http://www.kns.com/


KULICKE & SOFFA: S&P Affirms 'B+' Rating on Orthodyne Deal
----------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Ft. Washington, Pa.-based Kulicke & Soffa Industries Inc. to
stable from positive, following the company's announcement
that it is divesting its wire business and acquiring Orthodyne
Electronics. Ratings on the company, including the 'B+' corporate
credit rating, were affirmed.

While the two transactions will net Kulicke & Soffa about $65
million to $70 million, S&P expects volatility of earnings to
increase with the absence of the wire unit and the addition of a
new bonder business. Quarterly EBITDA levels have ranged widely
during a cycle, from near break-even to a peak of $35 million,
because of sharp swings in bonder demand, offset by stable wire
earnings. Kulicke's new business profile, consisting largely of
bonding equipment, is likely to result in more pronounced earnings
swings. The revised outlook and rating provide the company with
sufficient latitude to accommodate anticipated earnings
volatility.

"The rating on Kulicke reflects expectations for a high level of
volatility in sales and profitability levels," said Standard &
Poor's credit analyst Lucy Patricola. "The company's leading niche
market position and its adequate cash balances offset these
factors."

Kulicke & Soffa is a supplier of bonding equipment and materials
used in semiconductor packaging.


LAKE LAS VEGAS: President Expresses Concern on Pipeline Break
-------------------------------------------------------------
Las Vegas Review Journal reports that Lake Las Vegas President
Frederick Chin told the U.S. Bankruptcy Court for the District of
Nevada that a break in a pipeline underneath a lake could drain
it, "sinking the community's financial future."

Lake Las Vegas spokeswoman Sandra Sternberg estimated the repairs
will cost $3 million and will start as soon as bankruptcy judge
Linda Riegle approves a $127 million in post-bankruptcy financing,
Review Journal says.

According to the Review Journal, Mr. Chin said two 7-foot conduits
that carry storm and treated wastewater under the lake are in need
of repair and that -- without those repairs -- the development's
centerpiece 320-acre artificial lake could drain away.

"Such an outcome would be disastrous for the project, because it
would be virtually impossible to obtain the amount of water
necessary to re-fill the lake, and the project would lose a
considerable amount of its appeal were it built around a dry lake
bed," Mr. Chin said in a letter addressed to the Court, the report
relates.

Review Journal says the lake's 3 billion gallons of water came
from the city of Henderson's allotment from Lake Mead -- to which
it would flow back, if it were ever drained.  Henderson Public
Works Director Robert Murnane, the report says, agreed a pipeline
rupture would drain the lake into Lake Mead and that it would
undoubtedly diminish the value of multi-million-dollar homes,
resort hotels and golf courses.

Mr. Murnane, however, said the need for drainage line repairs and
maintenance is no surprise, according to Review Journal.  The
report says the drainage pipes require maintenance work every 10
years, and Lake Las Vegas signed an agreement in 1989 assuming
those responsibilities.

The city of Henderson promoted and set considerable store by the
Lake Las Vegas project, according to the report.  Review Journal
also notes that taxpayers there can vote to undertake some
responsibility for lake maintenance if they believe it benefits
their community, and if it turns out officials there neglected to
require sufficient bonding to cover any deferred or defaulted
maintenance.

                      About Lake Las Vegas

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

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

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


LB-UBS TRUST: S&P Affirms BB, B Ratings of 6 Securities Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
B commercial mortgage pass-through certificates from LB-UBS
Commercial Mortgage Trust 2005-C1. Concurrently, S&P affirmed its
ratings on the 22 remaining classes from this transaction.

S&P upgraded class B due to increased credit support since
issuance and the defeasance of 6% of the pool. The affirmed
ratings reflect credit enhancement levels that provide adequate
support through various stress scenarios.

As of the July 17, 2008, remittance report, the collateral pool
consisted of 88 loans with an aggregate trust balance of $1.488
billion, compared with the 89 loans totaling $1.525 billion at
issuance. The master servicer, Wachovia Bank N.A. (Wachovia),
reported financial information for 99% of the pool. Eighty-four
percent of the servicer-provided information was full-year 2007
data. Excluding the defeased loans, Standard & Poor's calculated a
weighted average DSC of 1.93x for the pool, up from 1.55x at
issuance. There are three loans in the pool totaling $12.7 million
(1%) that have a reported debt service coverage (DSC) lower than
1.0x. Two of these loans are secured by multifamily properties and
one is secured by a retail property, and the average balance is
$4.2 million. There are no delinquent loans in the pool, and the
trust has experienced no losses to date.

The top 10 loans have an aggregate outstanding balance of $850.8
million (57%) and a weighted average DSC of 2.19x, up
significantly from 1.72x at issuance. Standard & Poor's reviewed
property inspections provided by the master servicer for all of
the assets underlying the top 10 exposures. All of the properties
were characterized as "good."

Five loans had credit characteristics consistent with those of
investment-grade obligations at issuance. The credit
characteristics of the 11 West 42nd Street loan, the Mall Del
Norte loan, the IBM Gaithersburg loan, and the United States
District Courthouse loan are still consistent with those of
investment-grade obligations. The credit characteristics of the
Macquarie DDR Portfolio are no longer consistent with those of an
investment-grade obligation. Details of these loans are:

     -- The largest exposure in the pool, the 11 West 42nd Street
loan, has a trust and whole-loan balance of $158.9 million (11%).
The loan is secured by a 32-story class B office building in New
York City, containing 877,138 net rentable square feet. The
reported DSC was 2.00x as of year-end 2007, and occupancy was
96.5% as of October 2007, compared with a DSC of 1.35x and 90.0%
occupancy at issuance. Standard & Poor's adjusted net cash flow
(NCF) for this loan is up 20% from its level at issuance.

     -- The third-largest exposure in the pool, the Mall Del Norte
loan, has a trust and whole-loan balance of $113.4 million (8%).
The loan is secured by a 1,205,958-sq.-ft. mall in Laredo, Texas,
anchored by Dillard's, Sears, JC Penney, Macy's, Mervyn's, and
Bealls. For the year ended Dec. 31, 2007, DSC was 2.62x and
occupancy was 99.9%. Standard & Poor's adjusted NCF for this loan
is comparable to its level at issuance.

     -- The seventh-largest exposure in the pool, the IBM
Gaithersburg loan, has a trust and whole-loan balance of $46.4
million (3%). The loan is secured by a 393,000-sq.-ft. office
building in Gaithersburg, Md., occupied solely by IBM. Occupancy
was 100% at Dec. 31, 2007, and DSC for the year was 2.34x.
Standard & Poor's adjusted NCF for this loan is comparable to its
level at issuance.

     -- The 10th-largest exposure in the pool, the United States
District Courthouse loan, has a trust and whole-loan balance of
$18.2 million (1%). The loan is secured by a 46,813-sq.-ft. office
building in El Centro, Calif., that is occupied by the Federal
Government. For the year ended Dec. 31, 2007, DSC was 1.11x and
occupancy was 100%. Standard & Poor's adjusted NCF for this loan
is comparable to its level at issuance.

     -- The Macquarie DDR Portfolio is the sixth-largest exposure
in the pool, with a trust and whole-loan balance of $85 million
(6%). The loan is secured by the fee interest in 799,898 sq. ft.
of four retail shopping centers totaling 1.89 million sq. ft. in
Lewisville, Texas, Irving, Texas, Columbia, S.C., and Aurora,
Colo. The reported DSC was 2.11x for the year ended Dec. 31, 2007,
down from 2.46x at issuance. Occupancy was 79% as of the March 31,
2008, rent roll, down from 95% at issuance. Standard & Poor's
adjusted NCF is down 22% compared with its level at issuance.  

Wachovia reported a watchlist of 11 loans with an aggregate
outstanding balance of $64.1 million (4%). The largest loan on the
watchlist is the Arapahoe I & II loan ($18.5 million, 1%). The
loan is secured by a retail center totaling 213,528 sq. ft. in
Greenwood Village, Colo. The loan was placed on the watchlist due
to a significant drop in occupancy. The year-end 2007 occupancy
was 80%, down from 90% at issuance.

"The second-largest loan on the watchlist is the Timbers of Inwood
Forest loan ($7.2 million), secured by a 376-unit multifamily
property built in 1980 in Houston, Texas. The property was damaged
by a fire that has taken three buildings out of service. The
borrower has received more than $3.0 million in insurance proceeds
and has brought one building back on line, and it expects to
complete repairs on the other two buildings and bring them back on
line in September of this year. The borrower currently has full
replacement insurance of approximately $7.0 million. The master
servicer has informed Standard & Poor's that it will transfer this
loan to the special servicer (CW Capital Asset Management LLC)
because the borrower is requesting financial relief in the form of
a loan modification. We do not expect losses with respect to this
loan," S&P says.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis. The
resultant credit enhancement levels support the raised and
affirmed ratings.
       
RATING RAISED
     
LB-UBS Commercial Mortgage Trust 2005-C1
Commercial mortgage pass-through certificates series 2005-C1

Class    To       From    Credit enhancement (%)

B        AAA      AA+                      12.70
   
RATINGS AFFIRMED
     
LB-UBS Commercial Mortgage Trust 2005-C1
Commercial mortgage pass-through certificates series 2005-C1
   
Class    Rating   Credit enhancement (%)

A-1      AAA                       20.51
A-2      AAA                       20.51
A-3      AAA                       20.51
A-AB     AAA                       20.51
A-4      AAA                       20.51
A-1A     AAA                       20.51
A-J      AAA                       13.60
C        AA                        10.90
D        AA-                        9.62
E        A                          7.95
F        A-                         6.92
G        BBB+                       5.77
H        BBB                        4.62
J        BBB-                       3.08
K        BB+                        2.69
L        BB                         2.18
M        BB-                        1.92
N        B+                         1.67
P        B                          1.41
Q        B-                         1.15
X-CL     AAA                         N/A
X-CP     AAA                         N/A

N/A-Not applicable.


LUXURY VENTURES: Kairos Capital Acquires Stake, Gets 3 Board Seats
------------------------------------------------------------------
Luxury Ventures LLC disclosed that Kairos Capital Partners has
made an equity investment in the company, to acquire an ownership
stake.  The company will use the proceeds to carry out its
reorganization plan and continue business operations at its
locations in Bonita Springs and Naples, Florida.  

The fund receives a major equity stake in the reorganized venture
well as three seats on the board of managers.  Levenfeld
Pearlstein LLC represented Kairos in the transaction.

The company stated that its original plans to liquidate the
company's assets came to a halt in March 2008, when the company
reached an agreement with its lender to continue operations.

"Henricks Jewelers is a tremendous name in Southwest Florida and
we're excited to participate in its reorganization," said Andrew
H. Moser, co-founder and partner of Kairos Capital Partners.  
"Most importantly, we look forward to serving the loyal customers
of Henrick's who stood by the chain during its many challenges.  
We also intend to make additional acquisitions which will further
enhance and leverage our platform and management team."

"It has always been our intention to work through this situation
and continue operations," Kevin Waters, chief executive officer of
Luxury Ventures, commented.  "This investment, and the tremendous
support we've received from such a knowledgeable industry partner
as Kairos Capital Partners, affords us the opportunity to carry
out a successful reorganization and set the stage for continued
and profitable growth.  We appreciate their support and that of
our trade creditors, employees and customers.  Their continued
confidence has been very satisfying."

                   About Kairos Capital Partners

Based in Boston and New York City, Kairos Capital Partners LLC --
http://www.kairoscapitalpartners.com/-- invests in the retail and  
direct-to-consumer sectors, including distribution channels, well
as wholesale companies, brands and intellectual property.  With
each portfolio company, Kairos becomes a significant participant
through dynamic partnership with management and owners seeking to
enhance shareholder value with patience and a long-term
perspective.  The fund targets companies that have a fundamentally
sound business model, but may have been overlooked by traditional
sources of private equity or mezzanine capital due to their size,
complexity or circumstances, or are in situations where the fund's
value-add strategy of partnering with direct industry operators is
an important consideration.  Kairos was founded in 2007 by Andrew
H. Moser and Lynda Davey to provide 'one-stop' investment capital
to retail and consumer products companies.

                       About Luxury Ventures

Bonita Springs, Florida-based Luxury Ventures LLC does business as
Henricks Jewelers and sells and retails jewelries.  It filed for
chapter 11 bankruptcy on Nov. 19, 2007 (Bankr. M.D. Fla. Case No.
07-11224).  Judge Alexander L. Paskay presides the case.  Paul J.
Battista, Esq., at Genovese, Joblove & Battista PA represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed $1 million to $100 million in assets and
debts.


MACH ONE: S&P Downgrades Class N Securities Rating to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes from MACH ONE 2005-CDN1 ULC and removed them from
CreditWatch with negative implications, where they were placed on
May 28, 2008.

The rating actions follow S&P's analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities. S&P's review
incorporated Standard & Poor's revised recovery rate assumptions
for commercial mortgage-backed securities (CMBS), which is a
primary factor for the rating actions.

According to the trustee report dated July 21, 2008, the
transaction's current assets included 69 classes ($235.7 million,
100%) of CMBS pass-through certificates from 12 distinct Canadian
CMBS transactions issued between 2000 and 2005. The following
transactions represent an asset concentration of 10% or more of
total assets:

     -- Merrill Lynch Financial Assets Inc.'s series 2002-
Canada 8 ($30 million, 13%);

     -- Solar Trust's series 2003-CC1 ($31 million, 13%);

     -- Schooner Trust's series 2004-CCF1 ($29.3 million, 12%);

     -- Merrill Lynch Financial Assets Inc.'s series 2004-Canada
12 ($26.1 million, 11%); and

     -- Merrill Lynch Financial Assets Inc.'s series 2001-
Canada 6 ($24.6 million, 10%).

The aggregate principal balance of the assets and liabilities
totaled $235.7 million, which is unchanged since issuance. No
principal losses have been realized by the transaction to date,
and none of the current assets are first-loss CMBS assets.

S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'BB+'
rated obligations. Standard & Poor's rates $134.4 million (57%) of
the assets. S&P reanalyzed its outstanding credit estimates for
the remaining assets.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

MACH ONE 2005-CDN1 ULC
Canadian CMBS pass-through certificates

              Rating
Class    To           From

A        A-           AAA/Watch Neg
B        BBB          AA/Watch Neg
C        BBB-         A/Watch Neg
D        BBB-         A-/Watch Neg
E        BB+          BBB+/Watch Neg
F        BB+          BBB/Watch Neg
G        BB           BBB-/Watch Neg
H        BB           BB+/Watch Neg
J        B+           BB/Watch Neg
K        B            BB-/Watch Neg
L        B            B+/Watch Neg
M        B-           B/Watch Neg
N        CCC+         B-/Watch Neg


MAIN STREET TIC-II: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Main Street Tic-II, LLC
        P.O. Box 26402
        Milwaukee, Wis.

Bankruptcy Case No.: 08-28446

Chapter 11 Petition Date: Aug. 1, 2008

Court: Eastern District of Wisconsin

Judge: James E. Shapiro

Debtor's Counsel: Jonathan V. Goodman, Esq.
                  135 West Wells Street Suite 340
                  Milwaukee, Wis. 53203
                  Tel: (414) 276-6760
                  email: jgoodman@ameritech.net

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

A copy of Main Street Tic-II, LLC's petition is available for free
at http://bankrupt.com/misc/wieb08-28446.pdf


MANITOWOC CO: U.K. Court and Shareholders Approve Enodis Deal
-------------------------------------------------------------
The Manitowoc Company, Inc. said the Court Meeting and General
Meeting, required under U.K. law, of Enodis, plc (L: ENO)
shareholders resulted in the overwhelming approval of the Scheme
of Arrangement under which Manitowoc would purchase Enodis. More
than 99 percent of shares represented voted in favor of the
proposed purchase.

"We are pleased and excited to have reached another important
milestone in the proposed acquisition of Enodis," said Glen E.
Tellock, Manitowoc's president and chief executive officer. "With
Enodis as an integral part of Manitowoc, our Foodservice business
will have a broader portfolio of products which would enable us to
expand and deepen our relationships with a global customer base,
as well as opening the door to a significantly wider range of
growth opportunities."

Manitowoc continues to expect the transaction to close during the
fourth quarter of 2008, following the completion of antitrust
reviews by regulatory agencies in the U.S. and other
jurisdictions.

As reported by the Troubled Company Reporter on July 3, 2008,
Standard & Poor's Ratings Services said that its ratings and
outlook on Manitowoc (BB/Stable/--) are not affected by the
company's announcement that it has raised its bid to acquire
Enodis PLC to about US$2.7 billion from about US$2.4 billion,
including the assumption of Enodis' net debt.  The acquisition
would enhance Manitowoc's business risk profile by expanding its
global presence in the more stable food service market.  At the
existing ratings, Manitowoc has significant debt capacity to
absorb an acquisition of this size and strategic importance.
     
Meanwhile, Manitowoc's 'BB' unsecured debt remains on CreditWatch
with negative implications pending review of final financing plans
for the acquisition, which may include a significant amount of new
secured debt.  S&P have previously stated that it could rate the
issue-level rating on the senior unsecured debt up to two notches
below the corporate credit rating, depending on the amount of
secured financing that may occur.

On July 31, TCR reported that Moody's Investors Service affirmed
the Ba2 Corporate Family and Probability of Default ratings of
Manitowoc following its announced syndication of a new credit
facility to fund its acquisitions of Enodis plc. Moody's also
assigned a Ba2 rating to the proposed $2.925 billion senior
secured bank credit facility and lowered the senior unsecured
notes to B1 from Ba3.  The outlook remains stable.

Headquartered in Maniwotoc, Wisconsin, The Manitowoc Company
Inc. (NYSE: MTW) -- http://www.manitowoc.com/-- provides    
lifting equipment for the global construction industry,
including lattice-boom cranes, tower cranes, mobile telescopic
cranes, and boom trucks.  As a leading manufacturer of ice-cube
machines, ice/beverage dispensers, and commercial refrigeration
equipment, the company offers the broadest line of cold-focused
equipment in the foodservice industry.  In addition, the company
is a provider of shipbuilding, ship repair, and conversion
services for government, military, and commercial customers
throughout the maritime industry.  The company has regional
offices in Mexico and Brazil.  Revenues for the twelve months
ended March 31, 2008 totaled about US$4.2 billion.


MANITOWOC CO: Signs Agreement to Sell Marine Segment for $120MM
---------------------------------------------------------------
The Manitowoc Company, Inc. has signed a definitive purchase
agreement to sell the stock of its Marine segment to Fincantieri
Marine Group Holdings, Inc., a subsidiary of Fincantieri -
Cantieri Navali Italiani SpA.  Lockheed Martin Corporation (NYSE:
LMT) has agreed to be a minority investor with Fincantieri in the
proposed acquisition. The transaction, which is valued at $120
million (subject to certain closing adjustments), is an all-cash
deal that is anticipated to close at the end of 2008. The sale is
subject to customary clearances for transactions of this type
including U.S. antitrust and certain U.S. security agencies.

Manitowoc Marine Group (MMG) is a full-service shipbuilding, ship
repair, and ship conversion organization that operates facilities
in Sturgeon Bay, Wisconsin; Marinette, Wisconsin; and Cleveland,
Ohio. Serving a broad base of commercial, military, and government
customers that operate vessels both on and off the Great Lakes,
MMG employs a workforce of 1,587 at its Bay Shipbuilding,
Marinette Marine, and Cleveland Shiprepair operations.

In announcing the pending sale, Glen E. Tellock, Manitowoc's
president and chief executive officer, said: "As our legacy
business, Marine led the way in establishing Manitowoc's tradition
of integrity, commitment to stakeholders, and passion for
excellence -- the values that have driven the success for all
three of our segments. In addition, this transaction expands the
opportunities for MMG to continue its industry leadership in the
future. More importantly, it will allow MMG to become part of a
growing, global organization that is exclusively focused on
commercial and military shipbuilding."

"This transaction will allow Manitowoc to focus its financial
assets and managerial resources on the growth of its increasingly
global crane and foodservice businesses. It also will allow us to
invest the proceeds from the sale to generate additional
shareholder value," Tellock added.

Assuming a timely completion of this sale by year-end, the
transaction is expected to generate a per-share, after-tax gain of
approximately $0.60. Manitowoc intends to use the after-tax
proceeds for general corporate purposes, which include pay down of
debt anticipated as a result of the pending acquisition of Enodis.

Merrill Lynch & Co. served as financial advisor to Manitowoc in
this transaction.

Headquartered in Maniwotoc, Wisconsin, The Manitowoc Company
Inc. (NYSE: MTW) -- http://www.manitowoc.com/-- provides    
lifting equipment for the global construction industry,
including lattice-boom cranes, tower cranes, mobile telescopic
cranes, and boom trucks.  As a leading manufacturer of ice-cube
machines, ice/beverage dispensers, and commercial refrigeration
equipment, the company offers the broadest line of cold-focused
equipment in the foodservice industry.  In addition, the company
is a provider of shipbuilding, ship repair, and conversion
services for government, military, and commercial customers
throughout the maritime industry.  The company has regional
offices in Mexico and Brazil.  Revenues for the twelve months
ended March 31, 2008 totaled about US$4.2 billion.

                          *     *     *

As reported by the Troubled Company Reporter on July 3, 2008,
Standard & Poor's Ratings Services said that its ratings and
outlook on Manitowoc (BB/Stable/--) are not affected by the
company's announcement that it has raised its bid to acquire
Enodis PLC to about US$2.7 billion from about US$2.4 billion,
including the assumption of Enodis' net debt.  The acquisition
would enhance Manitowoc's business risk profile by expanding its
global presence in the more stable food service market.  At the
existing ratings, Manitowoc has significant debt capacity to
absorb an acquisition of this size and strategic importance.
     
Meanwhile, Manitowoc's 'BB' unsecured debt remains on CreditWatch
with negative implications pending review of final financing plans
for the acquisition, which may include a significant amount of new
secured debt.  S&P have previously stated that it could rate the
issue-level rating on the senior unsecured debt up to two notches
below the corporate credit rating, depending on the amount of
secured financing that may occur.

On July 31, TCR reported that Moody's Investors Service affirmed
the Ba2 Corporate Family and Probability of Default ratings of
Manitowoc following its announced syndication of a new credit
facility to fund its acquisitions of Enodis plc. Moody's also
assigned a Ba2 rating to the proposed $2.925 billion senior
secured bank credit facility and lowered the senior unsecured
notes to B1 from Ba3.  The outlook remains stable.


MANITOWOC CO: S&P Says Marine Segment Sale Doesn't Affect Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said Manitowoc Co. Inc.'s
announced sale of its Marine segment to a subsidiary of
Fincantieri SpA for $120 million has no effect on the rating or
outlook on Manitowoc (BB/Stable/--). The sale, which is subject to
regulatory and security clearances, is expected to close at the
end of 2008. The divestiture will have no effect on Manitowoc's
business risk profile. Although the sale will reduce diversity
slightly, the Marine group has had a somewhat diminished role in
Manitowoc's business strategy and operations; it accounts for only
about 6% of Manitowoc's sales pro forma for the pending
acquisition of food service company Enodis PLC. Manitowoc has
invested heavily in its two other strategic segments, Cranes and
Foodservice, and may use the proceeds of the Marine segment sale
to reduce some of the acquisition-related debt for Enodis.


MASSEY ENERGY: S&P Affirms 'B+' Rating; Outlook Positive
--------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
coal producer Massey Energy Co. to positive from stable while
affirming its 'B+' corporate credit rating.

The outlook revision reflects steady improvement in the company's
operating performance over the past several quarters due to a
strong market for metallurgical and steam coal, which has resulted
in higher prices as well as a significant rise in metallurgical
coal shipments. S&P expects similarly strong operating performance
in the near term given S&P's expectation that positive coal
industry fundamentals will continue. As a result, the company's
financial profile is likely to remain at a level S&P would
consider to be strong for the current rating, with leverage around
2.5x and EBITDA interest coverage over 7x. Although Massey plans
to expand its production levels through both internal capital
projects and acquisitions, the company expects to fund them
through internally generated cash flow and cash on hand.

The ratings on Richmond, Va.-based Massey reflect its limited
geographic diversity, difficult mining conditions in Central
Appalachia, high cost position, and somewhat aggressive financial
policy. Still, the company is the largest producer of high-
quality, low-sulfur coal in Central Appalachia, with an extensive
reserve base, and industry conditions are favorable.

S&P expects coal industry fundamentals to remain relatively
favorable over the next several quarters. As a result, S&P expects
that Massey will be in a position to generate adequate cash to
fund its scheduled mine expansion and capital spending while
maintaining credit measures at a level S&P would consider good for
the current rating, with debt to EBITDA around 2x.

"A near-term upgrade could occur if the company is successful at
maintaining a conservatively managed balance sheet, strengthening
its business profile or steadily expanding margins to provide
cushion against a cyclical downturn," said Standard & Poor's
credit analyst Sherwin Bradford.

An outlook revision back to stable is possible if the company
assumes a more aggressive financial posture, costs rise
significantly, coal prices decline materially, or liquidity
substantially erodes.


MCNABB GROUP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: McNabb Group Interests I, L.L.C.
        600 Travis, Suite 7070
        Houston, TX 77002

Bankruptcy Case No.: 08-35016

Related Information: Douglas C. McNabb, president, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: August 4, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  (mccluremar@aol.com)

Estimated Assets: unknown

Estimated Debts:  unknown

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


MORTGAGES LTD: Wants to Access Stratera's $5 Million DIP Facility
-----------------------------------------------------------------
Mortgages Ltd. asks the United States Bankruptcy Court for the
District of Arizona to obtain up to $5,000,000 in postpetition
financing from Stratera Portfolio Advisors LLC, as lender.  The
Debtor is seeking to use $500,000 in financing to fund operating
expenses, on the interim.

A hearing is set for Aug. 6, 2008, at 2:30 p.m., to consider the
Debtor's DIP request.  The hearing will take place at 230 N. First
Ave., 6th floor, Courtroom 603 in Phoenix, Arizona.

According to Phoenix Business Journal, developer Avenue
Communities LLC urges the Debtors to file a motion to permit the
developer to secure outside financing immediately to finish the
Centerpoint project.

The DIP facility will incur interest rate at 10.5% APR on the
outstanding balance and will be paid monthly in arrears.  The
lender will also be paid an origination fee in the amount of 2.5%
of the total loan.

To secure the Debtor's DIP obligation, Stratera Portfolio will be
granted a superpriority administrative expense claims, subject to
a carve-out for allowed administrative claims for professionals
retain by the Debtor and the committee appointed in the case.  In
addition, the lender will be granted a security interest in the
Debtor's interest in the River Run loan and real properties
comprised of:

   -- Chateaux on Central;
   -- Central and Highland;
   -- 21 acre parcel in Fountain Hills;
   -- Mummy 8 LLC on land in Paradise Valley, Arizona;
   -- Troon 40 acres parcel; and
   -- loans to Zacher Development.

Furthermore, Stratera Portfolio's liens will be senior to the
claimed lien interest of Radical Bunny, LLC, and junior to all
other existing valid liens on the two loans.  The loan totals
about $132 million, Phoenix Business Journal says.

The DIP lien contains customary and appropriate events of defaults
including:

   -- failure to pay any amounts due to lender when due;
   -- conversion of the case to Chapter 7 or dismissal of the
      case; and
   -- transfer or conveyance of any equity interest of the Debtor
      of the collateral to any party.

The Debtor provided a 5-week cash flow budget from Aug. 4, 2008,
to Sept. 1, 2008, which includes payroll, rent, utilities and
minimal office expenses.

A full-text copy of the Debtor's 5-week cash flow budget is
available for free at http://ResearchArchives.com/t/s?3071

               $125 Million Southwest DIP Financing

As reported in the Troubled Company Reporter on July 15, 2008, the
Debtor asked the Court for authority to obtain up to $125,000,000
in postpetition financing from Southwest Value Partners.  The
committed $125,000,000 financing is comprised of:

   i) a $5,000,000 revolving line of credit, which will be used
      to:

      -- fund working capital needs,

      -- pay off a $500,000 prepetition loan made by the lender to
         the Debtor, and

      -- pay down by $2,250,000 a debt owed by the Debtor to
         Artemis Realty Capital, LLC from the release of a lien
         held by Artemis on real property of the Debtor at Central
         and Highland avenues in Phoenix; and

  ii) a $120,000,000 construction line of credit to finance the
      completion of certain projects that are the subject of
      prepetition loans by the Debtor at present.

Under the credit agreement, the $5,000,000 revolving line
of credit bears interest rate at 11%, while the $120,000,000
construction line of credit incurs 12% interest rate, plus
preferred return of up to 20% of funded amount based upon level
of recovery by the Debtor's investors in the projects.

A full-text copy of the credit agreement is available for free
at http://ResearchArchives.com/t/s?2f74

A full-text copy of the 12 week cash flow is available for free
at http://ResearchArchives.com/t/s?2f75

                        About Mortgages Ltd.

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

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

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

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. 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.


MORTGAGES LTD: Likely to be Sued by Avenue Communities
------------------------------------------------------
Avenue Communities LLC, the developer of Centerpoint condominium,
said it "can't and won't" wait for more funding from Mortgages
Ltd., which is currently under chapter 11 of the U.S. Bankruptcy
Code, the Phoenix Business Journal and the East Valley Tribune
report.  Centerpoint is a $200 million, mixed-use project in
Tempe, Arizona.

Avenue Communities demands that Mortgages Ltd. allow it to obtain
up to $75 million funding from other lenders in order to complete
construction at Centerpoint, both reports relate.  Otherwise,
Avenue Communities said it will sue the Debtor.

Subcontractors have asserted $24 million in liens against the
project, the reports quote Ken Losch, principal of Avenue
Communities as stating.  Other subcontractors, however, have
continued work on the project relying on future payments.

Mr. Losch disclosed that several lenders have shown willingness to
support the completion of the unfinished project given that Avenue
Communities resolve dispute with Mortgages Ltd., reports relate.  
To settle the dispute, Avenue Communities may be asked to
subordinate its two loans aggregating about $132 million, reports
say.

Mr. Losch stated that Centerpoint can generate at least
$300 million.  According to him, there is no lending problem, but
an authority problem evidenced by Mortgages Ltd.'s apathy and
indecision.

Avenue Communities wants Centerpoint separated from the
complicated bankruptcy case of Mortgages Ltd., Business Journal
reports.  Avenue Communities maintains good relationship with its
subcontractors, which will be paid once a new financing is
obtained, Tribune quotes Jason Rose, Avenue Communities spokesman,
as saying.

Debtor counsel, Carolyn Johnsen, Esq., at Jennings Strouss &
Salmon PLC, said that the Debtor's new president, Richard
Feldheim, is in talks with Centerpoint regarding the loans and
construction delays, Business Journal says.  She said that both
parties are exploring possibilities.  Ms. Johnsen however added
that "[w]hether we can meet that timeline ... that might not be
doable," Business Journal notes.

Three other developers -- Grace Communities, KML Developement and
Rightpath Limited Development Co. -- have filed separate lawsuits
over Mortgages Ltd.'s failure to advance promised funding.

                        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.


MORTGAGES LTD: Court Denies Rightpath's Chapter 7 Conversion Plea
-----------------------------------------------------------------
The Hon. Randolph J. Haines of the United States Bankruptcy Court
for the District of Arizona denied a motion to convert Mortgages
Ltd.'s case into a Chapter 7 liquidation proceeding or, in the
alternative, appoint a Chapter 11 trustee.  The motion was filed
by Rightpath Limited Development Group on Aug. 4, 2008.

As reported in the Troubled Company Reporter yesterday, Rightpath
and Mortgages Ltd. have been engaged in a legal feud since May
2008, according to Jan Buchholz of the Phoenix Business Journal.  
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 said.

However, attorneys at Sheppard Mullin Richter & Hampton LLP, who
are representing Rightpath expressed discontentment with the
bankruptcy proceedings, Business Journal noted.  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 added.

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 wrote.  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 wrote.

                        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: Changes Board of Directors and Management Team
-------------------------------------------------------------
Joe T. Malugen resigned as member of Movie Gallery Inc.'s Board of
Directors on July 28, 2008, the company disclosed in a statement.  
S. Page Todd, executive vice president, secretary, general counsel
and chief compliance officer, also left the company effective July
30.

"We appreciate all that Joe and Page have done for this company,"  
said C.J. "Gabe" Gabriel, president and chief executive officer
of Movie Gallery.

"As a founder, Joe played an instrumental role in creating Movie
Gallery.  Similarly, Page has been a key member of the senior
management team for the last 14 years.  On behalf of the Board
and all of our talented partners and associates, I thank Joe and
Page for their service and wish them well in their future
endeavors," Mr. Gabriel added.

Prior to this, Movie Gallery named Lucinda "Cindy" M. Baier as
executive vice president and chief financial officer effective
July 28, 2008.  Ms. Baier reports directly to Mr. Gabriel.

Ms. Baier succeeds Thomas D. Johnson, Jr., who has served as the
Company's chief financial officer since June 2006.  Mr. Johnson,
who joined Movie Gallery in April 2004, will be leaving the
Company following a brief transition period.

"Cindy is an outstanding addition to our already strong team,"
Mr. Gabriel stated.  "Her broad range of financial, operational
and strategic experience makes her the ideal candidate to lead
our finance and accounting organization.  Cindy shares our vision
for the future direction of the Company and we are confident that
she is well-suited to drive forward the important work already
underway to enhance our financial performance."

"I want to thank Thomas for his significant contributions to the
Company over the last four years.  Thomas has been an invaluable
member of our team and we wish him all the best in his future
endeavors," Mr. Gabriel said.

Ms. Baier was most recently senior vice president and chief
financial officer of World Kitchen, LLC.  She previously served
as president and chief operating officer of Whitehall Jewelers
Inc., where she strengthened the Company's overall financial and
business management.  Earlier in her career, at Sears, Roebuck
and Co., Ms. Baier served in a variety of capacities, including
general manager for the company's credit and financial products
business and chief financial officer for credit and financial
products, with responsibilities ranging from managing the
company's strategic planning process to negotiating the sale of
its Credit business.  Ms. Baier, who is a certified public
accountant, began her career at Arthur Andersen & Company.  She
received Bachelor's and Master's degrees in Accounting from
Illinois State University.

A full-text copy of the Employment Agreement governing Ms.
Baier's engagement with Movie Gallery is available for free at:

               http://researcharchives.com/t/s?3068

As reported in the Troubled Company Reporter on July 7, 2008, Bo
Loyd, Executive Vice President and Chief Merchandising Officer
of Movie Gallery, resigned as of June 20, 2008, according to a
press statement.  Sherif Mityas, the chief operating officer and
president of Retail Operations, will assume Mr. Loyd's
responsibilities.

                       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)


MOVIE GALLERY: COO Mityas Lays Out Going-Forward Plans
------------------------------------------------------
As Movie Gallery, Inc. exits bankruptcy, it "is moving forward a
very coordinated event and merchandising plan for [its] stores,"
the company's chief operations officer and retail operations
president Sherif Mityas said in an interview with Home Media
Magazine.

As part of its going-forward plans, Movie Gallery will redesign
or reformat its store operations, and continue to leverage its
Game Crazy brand as a stand-alone concept alongside the movie
business, according to the interview.

Mr. Mityas points out that the Company focuses on providing its
customers "a full breadth of movie and game product and a movie
theater experience" and will continue to focus "on all areas of
movie and game products, including game hardware."

Mr. Mityas clarified that as Movie Gallery is zeroing in on
singular shopping experience for its customers, it is not
pursuing consumer electronics retail.  Going forward, sell-
through of DVDs can survive, given the fact that "more consumers
build their own libraries at home," Mr. Mityas told the Magazine.

Mr. Mityas said that Movie Gallery is not keen on pursuing kiosk
opportunities, as it looks into strengthening its 3,300 stores.
The Company, however, is working on improving the e-commerce
aspect of the business, he added.
                                    
Additionally, Mr. Mityas muses that the new wave of high-
definition Blu-ray Disc that is set to hit the market involves
synergistic opportunities with studios and consumer electronics
companies.

Blu-ray Disc gives consumers a relatively different viewing
experience from the standard DVD, which the Internet does not
offer; hence, Movie Gallery "[is] going to be very aggressive in
getting our customers to try it," Mr. Mityas disclosed to Home
Media.
                                 
Mr. Mityas admitted that despite MovieBeam's inclination to the
digital aspect of the business, Movie Gallery's acquisition of
the service "was premature."
                                  
According to Mr. Mityas, Movie Gallery will need to instill a
greater focus on its customers in the first few months after its
emergence from bankruptcy.

"We are going to start caring more...[with] much more focus
on our events and merchandising... [and create] more synergies
between the brands, including Gallery, Hollywood Video and Game
Crazy to leverage the power we have across our customer base
across all three areas," Mr. Mityas said.

                       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)


NEW BRAUNFELS: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: New Braunfels Uptown Investors, Ltd.
        P.O. Box 312287
        New Braunfels, TX 78131-2287
    
Bankruptcy Case No.: 08-52192

Chapter 11 Petition Date: Aug. 1, 2008

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: James Samuel Wilkins, Esq.
                  Willis & Wilkins, LLP
                  100 West Houston Street, Suite 1275
                  San Antonio, Texas 78205
                  Tel: (210) 271-9212
                  Fax: (210) 271-9389
                  email: jwilkins@stic.net

Estimated Assets: $0 to $50,000

Estimated Debts:  $1.0 million to $10 million

Debtor's 2 largest unsecured creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
SMPC Architects                                       $6,000.00
115 Amhearst
Alburguerque, NM 87106

Wallace T. Boldt General                              58,515.61
  Contractor Inc.
17205 Jones Maltzberger
San Antonio, TX 78216-2817


NEWPORT NEWCO: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Newport Newco LLC
        c/o Richard Gaines, Esq.
        49 High Street
        Newton, NJ 07860

Bankruptcy Case No.: 08-24510

Chapter 11 Petition Date: Aug. 1, 2008

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtors' Counsel: Stephen B. McNally, Esq.
                   (stevemac@nac.net)
                  McNally & Busche, L.L.C.
                  93 Main Street, Suite 201
                  Newton, NJ 07860
                  Tel: (973) 300-4260
                  Fax: (973) 300-4264

Total Assets: $2,500,150

Total Debts:  $1,208,065

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb08-24510.pdf

                       
PACIFIC LUMBER: Scopac DIP Facility with Lehman Increased to $25MM
------------------------------------------------------------------
Scotia Pacific Company LLC made further modifications to the DIP
Agreement it entered into with Lehman Commercial Paper Inc.

A blacklined version of the DIP Agreement is available for free at
http://researcharchives.com/t/s?3065

The Lehman DIP Agreement has been further amended to:

   -- provide that the Agreement was entered into July 15, 2008,
      instead of June 30;

   -- reflect that the Lehman DIP revolving facility will be for
      $25,000,000, instead of $20,000,000;

   -- change the budget period to cover from August 2008 through
      September 16, 2008; and

   -- change the repayment date from December 30, 2008, to
      January 15, 2009, a first extension option from March 30,
      2009 to April 15, 2009, and a second extension option from
      June 30, 2009 to July 15, 2009.

As reported in the Troubled Company Reporter on June 12, 2008,
Scotia Pacific asked the U.S. Bankruptcy Court for the Southern
Distric of Texas' authority to obtain up to $20,000,000 in
postpetition financing from Lehman Commercial Paper Inc., for
itself and as administrative agent for a syndicate of lenders.

                       About Pacific Lumber

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

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

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

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

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

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

On July 8, 2008, the Court confirmed the Modified First Amended
Joint Plan of Reorganization With Technical Modifications for the
Debtors proposed by Marathon Structured Finance Fund L.P.,
Mendocino Redwood Company, LLC, and the Official Committee of
Unsecured Creditors.  

The Debtors emerged from bankruptcy protection on July 30, 2008.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008. (Scotia/Pacific Lumber Bankruptcy News, Issue No. 66;
http://bankrupt.com/newsstand/or 215/945-7000).


PINNACLE POINT: S&P Assigns CCC, CC Ratings on 5 Securities
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
the class A-1A-EX notes issued by Pinnacle Point Funding II Ltd.,
a hybrid collateralized debt obligation of asset-backed securities
(CDO of ABS) transaction, to 'BBB' from 'AAA'. The short-term
rating on the notes remains 'A-3' and both ratings remain on
CreditWatch with negative implications (see list). Due to a data
input error in April of 2008, a long-term rating of 'AAA' was
inadvertently appended to the 'A-3' short term rating assigned to
this class instead of the intended 'BBB' long-term rating.  The  
action corrects the long-term rating on the class A-1A-EX notes,
consistent with the results of S&P's review in April of 2008.

Class A-1A\u2013EX was issued as short-term notes, and the rating
on the notes at issuance reflected the credit rating of the
liquidity counterparty. In April of 2008, S&P appended a long-term
rating to the class A-1A-EX notes, which is 'BBB' as corrected, to
reflect S&P's view that the short-term notes might "term out," or
be put to the counterparty and be refinanced into long-term notes,
since it will be difficult to roll over the short-term notes when
they mature.

The ratings assigned to the class A-1A-EX, A-1B, A-2, B, and CP
notes remain on CreditWatch negative of Pinnacle Point Funding II
Ltd.'s exposure to U.S. subprime residential mortgage-backed
securities (RMBS) and other assets that have been downgraded. S&P
intend to resolve the CreditWatch placements on these ratings
within the next two weeks.

RATING LOWERED; REMAINS ON CREDITWATCH

Pinnacle Point Funding II Ltd.
                     Rating
Class       To                    From

A-1A-EX     BBB/A-3/Watch Neg     AAA/A-3/Watch Neg

OTHER OUTSTANDING RATINGS
  
Pinnacle Point Funding II Ltd.

Class      Rating      

A-1B       BBB/Watch Neg
A-2        CCC+/Watch Neg
B          CCC-/Watch Neg
C-1        CC
C-2        CC
D          CC
CP notes   BBB/A-3/Watch Neg


PLAYMORE INC: Organizational Meeting to Form Panel on August 7
--------------------------------------------------------------
The United States Trustee for Region 3 will hold an organizational
meeting in the Chapter 11 case of Playmore, Inc. a/k/a Playmore,
Inc., Publishers on August 7, 2008, at 11:00 a.m. at the Office of
the United States Trustee, One Newark Center, 21st Floor, Room
2106, in Newark, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy filing.

Hackensack, New Jersey-based Playmore, Inc., aka Playmore, Inc.,
Publishers -- http://www.playmorebooks.com-- is a publisher of  
value priced children's books, readily available in most mass
market retailers throughout the U.S. and Canada, as well as
through many exclusive distributors throughout the world.  
Playmore filed for chapter 11 protection before the U.S.
Bankruptcy Court for the District of New Jersey on July 23, 2008
(Case No. 08-23720).  Bruce Gordon, Esq., at Bruce D. Gordon LLC,
in Fort Lee, New Jersey, represents the Debtor.  When it filed for
bankruptcy, it disclosed total assets of $6,815,087, and total
debts of $5,268,509.


PNA GROUP: S&P Withdraws 'B' Rating After Acquisition Closes
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings on
PNA Group Inc., including its 'B+' corporate credit rating.

The ratings were withdrawn after the announcement of the close of
the transaction in which the company was acquired by Reliance
Steel & Aluminum Co. (BBB-/Stable/--). The company's $250 million
senior notes due 2016 were successfully tendered for and are no
longer outstanding.

On June 16, 2008, RSAC Management Corp., a California corporation
that is a wholly owned subsidiary of Reliance, entered into an
agreement with PNA Group Holding Corporation, a Delaware
corporation and its stockholders, Platinum Equity Capital
Partners, L.P. and certain of its affiliates, to acquire the
outstanding capital stock of PNA.  The estimated purchase price of
the acquisition is based on a price of $315,000,000, subject to
adjustment, for all of the outstanding shares of PNA and the
repayment or refinancing by Reliance of PNA's outstanding
indebtedness of up to $750,000,000.

On July 1, 2008, Reliance commenced tender offers to purchase for
cash any and all of PNA's outstanding 10.75% Senior Notes due 2016
and any and all of PNA Intermediate Holding Corporation's
outstanding Senior Floating Rate Toggle Notes due 2013.  The
tender offers are being conducted in connection with Reliance's
agreement to acquire the outstanding capital stock of PNA Group
Holding.


PRC LLC: Court Approves Stipulation Resolving BGTX Project's Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation between PRC LLC and its debtor-affiliates
and BGTX Project L.P. that resolves BGTX's $1.6 million claim.

Prior to the confirmation of the Debtors' Joint Plan of
Reorganization, BGTX Project delivered to the Court its objection
to the Plan.  BGTX also filed an amended proof of claim for
$696,250 for damages to certain Leased Premises and $1,060,712 in
damages arising from the Debtors' rejection of the premises at
3350 Boyington, in Carrolton, Texas.

The Debtors disputed BGTX's amended proof of claim.

In an effort to resolve their disputes, the Parties entered into
a stipulation that provides that:

   (1) The Amended Proof of Claim is reduced and will be allowed
       as a Class 6 General Unsecured Claim under the Plan for
       $937,055 in full and final satisfaction of Amended Proof
       of Claim;

   (2) The Debtors will vacate the Leased Premises by July 31,
       2008;

   (3) The Debtors are current on all postpetition rent and lease
       obligations.  Except for the Allowed Claim, BGTX agrees to
       relinquish any claim, lien, or encumbrance it may have
       arising under or relating to the Lease;

   (4) The Debtors will purchase and pay for the installation of
       a light post on the Leased Premises.  BGTX will cooperate
       in the installation and testing of the light post;

   (5) The Debtors will not remove any of the cubicles in the
       Leased Premises, and BGTX may take possession of the
       cubicles as-is, where-is, without any warranty, in partial
       satisfaction of BGTX's claim, provided that the non-
       removal of the cubicles will not reduce the Allowed Claim;

   (6) The Debtors may remove from the Leased Premises personal
       property, including task chairs, computers and servers,
       files and business records, file cabinets, signage, any
       personal property which the Debtors are not a lessee or
       custodian, and miscellaneous furniture other than the
       cubicles;

   (7) Except to disconnect and remove the Removable Property
       from the Leased Premises, the Debtors will not interfere
       with any existing wiring; and

   (8) BGTX and its affiliates will forever release and discharge
       the Debtors from all claims and causes of actions arising
       under the Lease and the Amended Proof of Claim.  BGTX,
       however, reserves its right to file a request for payment
       of an administrative claim in accordance with the Plan,
       solely in connection with the damages to the Leased
       Premises arising from the Debtors vacating the Leased
       Premises.

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer       
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  The Court confirmed that Plan
mid-June 2008.  (PRC LLC Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Spirit Air Seeks Clarification on Potential Overcharging
-----------------------------------------------------------------
Spirit Airlines, Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York for a true-up of April 2008 services
for which PRC LLC and its debtor-affiliates billed it $679,122.

As reported in the Troubled Company Reporter on April 21, 2008,
the Debtors entered into a stipulation with Spirit Airlines
resolving a dispute related to services the Debtors provide to
Spirit Air Lines.

The parties executed the Letter of Authorization on June 8, 2007,
to formalize a master services agreement, statements of work, and
other documents relating to services to be rendered by the
Debtors.  Counsel to the Debtors related that the parties could
not formalize the letter of authorization because they did not
agree on profitable terms for the Debtors to provide the services
Spirit Air Lines required.  There is little value in the Spirit
Air Lines Agreement for the Debtors' reorganization, the Debtors'
counsel maintained.  

Spirit Air relates that it deposited with the Bankruptcy Court
Registry Check No. 700492 for $679,122 as "good faith deposit"
for the Debtors' invoice dated June 5, 2008.  Spirit Airlines
says the payment is pursuant to its stipulation with the Debtors
for the termination of the Debtors' call center services to
Spirit Air effective March 31, 2008.  

Spirit Air also seeks for a true-up of the June 2008 services,
which the Debtors have yet to invoice.

In addition, Spirit Air seeks relief for potential overcharging
the Debtors may have made under the Stipulation.

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer       
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  The Court confirmed that Plan
mid-June 2008.  (PRC LLC Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PUENTES FAMILY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Puentes Family L.P.
        6230 Denain Drive
        Corpus Christi, TX 78414

Bankruptcy Case No.: 08-20420

Chapter 11 Petition Date: August 4, 2008

Court: Southern District of Texas (Corpus Christi)

Debtor's Counsel: Lisa J. Nichols, Esq.
                  (lnicholstrustee@aol.com)
                  410 SPID, Suite 200
                  Corpus Christi, TX 78405
                  Tel: (361) 299-6100
                  Fax: (361) 299-6101

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

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

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


PUERTO RICO DIAGNOSTICS: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Puerto Rico Diagnostics Imaging, Inc.
        Urb Cana, RR 13 Calle 11
        Bayamon, PR 00957

Bankruptcy Case No.: 08-05012

Related Information: Angel De Jesus, authorized agent, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: August 1, 2008

Court: District of Puerto Rico (Old San Juan)

Judge: Sara E. De Jesus Kellogg

Debtor's Counsel: Luisa S. Valle Castro, Esq.
                  (notices@condelaw.com)
                  C Conde & Associates
                  254 Calle San Jose 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900

Estimated Assets: $16

Estimated Debts: $1,536,423

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/PRb08-05012.pdf


SIX FLAGS: Overhaul Gains Ground, Reports $94MM 2nd Qtr. Income
---------------------------------------------------------------
Six Flags Inc. reported a net income of $94.5 million for three
months ended June 30, 2008, compared to net loss of $45.3 million
for the same period in the previous year.

The Wall Street Journal said the news gave investors the first
indication that its revamp may be effective.  The second-quarter
profit was due in part to a debt-restructuring agreement.

The company said that the income growth reflects a net gain from
debt extinguishment of $107.7 million associated with the June 16,
2008, exchange of new senior unsecured notes issued by a
subsidiary of the company for certain Six Flags Inc. senior
unsecured notes.  The company's net results also benefited from a
$21.3 million reduction in operating costs and expenses, which
decreased from $297.7 million in the prior-year second quarter to
$276.4 million for the current-year quarter.  Also included in the
net income from continuing operations for the second quarter was a
reduced minority interest in earnings due to the company's
purchase of its partner's interest in Six Flags Discovery Kingdom
in July of last year.

For the six months ended June 30, 2008, the company's net loss was
$55.3 million compared to $215.9 million for the same period in
the previous year.  The decreased net loss in the First Half 2008
of $160.6 million reflects the net gain on debt extinguishment of
$107.7 million, increased revenues of $19.6 million, reduced
operating costs and expenses of $25.5 million and reduced net
interest expense of $9.9 million.

With all of the company's financial woes, which included its
inability to post an annual gain in the recent years, $2.4 billion
of debt, and $288 million payment to preferred stockholders next
August, Six Flags chief executive Mark Shapiro has opted to cut
costs.  

Six Flags has eliminated one of its three advertising agencies,
reduced radio advertising, and cut about 300 full-time jobs at the
end of 2007, to conserve cash, WSJ noted.  Its goal is to reduce
operating expenses by $50 million in 2008, WSJ added.

WSJ stated that Six Flags shares were down nine cents at $1.03 a
share in 4 p.m. composite trading Monday on the New York Stock
Exchange.  They remain far below the $3.67 they were trading at
one year ago.

                         Cash and Liquidity

As of June 30, 2008, the company had $66.3 million in unrestricted
cash and $86.8 million available, after reduction for outstanding
letters of credit of approximately $28.2 million, on its
$275 million revolving credit facility.

The company's board of directors determined not to declare and pay
quarterly dividends on its outstanding PIERS for the quarters
ended May 15, 2008 and Aug. 15, 2008.  Under the terms of the
PIERS, dividends are not required to be paid currently.  The
company's deficit in stockholders' equity, the overall state of
the financial markets and the fact that unpaid dividends
accumulate on an interest-free basis, were factors the Board of
directors considered in reaching its decision.

At June 30, 2008, the company's balance sheet showed total assets
of $3.0 billion and total liabilities of $2.7 billion resulting in
a stockholders' deficit of about $300 million.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional
theme        
park company with 21 parks across the United States, Mexico and
Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

                            *     *     *

As related in the Troubled Company Reporter on May 26, 2008,
Fitch Ratings has downgraded these ratings: Issuer Default Rating
to 'C' from 'B-'; Senior unsecured notes (including the 4.5%
convertible notes) to 'C/RR5' from 'CCC/RR6'; and Preferred stock
to 'C/RR6'from 'CCC-/RR6'.

On May 20, 2008, TCR said that Standard & Poor's Ratings Services
placed its 'CCC+' corporate credit rating and 'CCC-' senior
unsecured rating on Six Flags Inc. on CreditWatch with negative
implications.


SOLAR COSMETIC: Court OKs Sale of Asset to Sun & Skin for $8.5MM
----------------------------------------------------------------
The Hon. Laurel M. Isicoff of the United States Bankruptcy Court
for the Southern District of Florida authorized Solar Cosmetic
Labs Inc. and its debtor-affiliates to sell their intellectual
property -- including trademarked logos, patents and copyrights --
to Sun & Skin Care Research Inc. for $8,500,000, Bloomberg News
reports.

As part of the sale, Sun & Skin will also purchase the Debtors'
finished inventory through Aug. 22, 2008, the report says.

At a July 24 auction, Sun & Skin dwarfed The Village Suncare LLC's
$4 million offer for the Debtors' assets, Bloomberg says.  The
Village Suncare was the designated stalking-horse bidder, the
reports notes.

According to Bloomberg, unsecured creditors will be paid $425,000
from the proceeds of the sale while secured creditor KeyBank N.A.
will get the rest.  Debtor intended to use some of the proceeds to
repay a $2,400,000 debtor-in-possession debt owed to KeyBank, as
reported in the Troubled Company Reporter on July 30, 2008.

The Debtors owe KeyBank $26,663,322 in prepetition debt, which
comprised of (i) a $26,343,042 in revolving loans, and (ii) a
$320,280 in face amount of outstanding prepetition letter of
credit obligation.

Bloomberg citing paper filed with the Court, says KeyBank and the
Official Committee of Unsecured Creditors support the sale.  "The
offer of Sun & Care was the highest and best offer for the assets"   
and "will provide a greater recovery" for the creditors than any
other alternative, the report notes.

To recall, the Committee withdrew its motion to convert the
Debtors' Chapter 11 case to a Chapter 7 liquidation proceeding
when the sale generated twice as much as expected.

                      About Solar Cosmetic

Miami Gardens, Florida-based Solar Cosmetic Labs Inc. --
http://www.solarcosmetics.com/-- and --      
http://www.bodyandearth.com/-- manufacture, markets and sells      
perfumes, cosmetics, and other toilet preparations.  Solar
Packaging Corp. is the holder of certain operating licenses and is
a guarantor of certain of Solar Cosmetic's obligations.  

The company and Solar Packaging Corp. filed chapter 11 petition on
May 6, 2008 (Bankr. S.D. Fla. Case Nos. 08-15793 and 08-15796).  
Judge Laurel Isicoff presides the case.  Peter E. Shapiro, Esq.,
at Shutts & Bowen, LLP represents the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 21 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  The Committee is represented by Jeffrey P. Bast, Esq.  
The Debtors' schedule showed total assets of $13,925,425 and total
liabilities of $50,928,780.


SOLSTICE ABS: Fitch Trims Ratings on Three Classes of Notes
-----------------------------------------------------------
Fitch Ratings has downgraded four and affirmed one class of notes
from Solstice ABS CDO III, Ltd.  These rating actions are
effective immediately:

  -- $42,891,322 class A-1 affirmed at 'AAA';
  -- $107,500,000 class A-2 downgraded to 'BBB-' from 'A-' and
     removed from Rating Watch Negative;

  -- $47,500,000 class B downgraded to 'B-' from 'BBB-' and
     removed from Rating Watch Negative;

  -- $19,325,809 class C-1 downgraded to 'CC' from 'CCC+' and
     removed from Rating Watch Negative;

  -- $5,109,160 class C-2 downgraded to 'CC' from 'CCC+' and
     removed from Rating Watch Negative.

Solstice III is a cash flow structured finance collateralized debt
obligation which closed Nov. 13, 2003 and is managed by Rabobank
International.  Solstice III's portfolio is comprised of subprime
residential mortgage backed securities (52.3%), SF CDOs (12.3%),
Non-SF CDOs (22.8%), prime RMBS (4.8%), Alternative-A RMBS (2.2%),
and other asset-backed securities (5.6%).  Subprime RMBS of the
pre-2005, 2005, and 2006 vintages account for approximately 39.7%,
6.9%, and 5.7% of the portfolio, respectively.  SF CDOs of the
pre-2005 and 2005 vintages account for approximately 11.5% and
0.8% of the portfolio, respectively.

Fitch's rating actions reflect the collateral deterioration within
the portfolio, specifically subprime RMBS and SF CDOs with
underlying exposure to subprime RMBS.  At the time of the last
review conducted in November 2007, approximately 22.8% of the
portfolio was rated below investment grade.  The portion of the
portfolio rated below investment grade is now 37.3% while 13.8% of
the portfolio is currently on Rating Watch Negative.

The collateral deterioration has caused the class A/B and class C
Overcollateralization tests to fall below the 105.0% and 101.5%
triggers, and they are currently failing at 101.1% and 89.9%,
respectively.  As a result of the failure of these tests, proceeds
that would otherwise be used to pay class C-1 and C-2 interest are
being used to delever the class A-1 notes.  The class A-1 notes
have paid down approximately 87.6% since closing.  Class A-2 and B
also continue to pay interest. Consistent with the current
ratings, Fitch expects the class C-1 and C-2 notes to receive only
capitalized interest payments in the future with no ultimate
principal recovery.

Fitch has affirmed the class A-1 notes as they continue to
delever.  Additionally, 39.7% of the portfolio is Subprime RMBS of
the pre-2005 vintages, which have outperformed later vintage RMBS.

The classes are removed from Rating Watch as Fitch believes
further negative migration in the portfolio will have a lesser
impact on these 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 rating of the class A-1, A-2 and B notes addresses 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.  The
ratings of the class C-1 and C-2 notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.


SS&C TECHNOLOGIES: Stockholders Approve 2008 Stock Incentive Plan
-----------------------------------------------------------------
The Board of Directors of SS&C Technologies Holdings, Inc., and
the parent of SS&C Technologies, Inc., have adopted -- and the
stockholders of the company approved -- the SS&C Technologies
Holdings, Inc. 2008 Stock Incentive Plan, effective upon the
effective date of the company's initial public offering.

The Board has also adopted a form of Stock Option Grant Notice and
Stock Option Agreement pursuant to which awards will be granted
under the Plan to participants.
     
On July 30, 2008, the Board voted that the Plan and the Option
Agreement will become effective after approval by the Stockholders
of the Plan instead of upon the effective date of the IPO.  The
Stockholders approved the Plan on the same day.

                 About SS&C Technologies Holdings

SS&C Technologies Holdings -- http://www.ssctech.com/-- helps   
its clients buy low and sell high.  The company (which operates
through its SS&C Technologies subsidiary) designs software for
managing financial portfolios, loans, real estate equity, back-
office processing, and securities trading, and it provides
consulting and outsourcing services.  SS&C's software handles
investment portfolio management, asset and liability management
for actuaries, property and casualty insurance company risk
management, and trade ordering and modeling.  Customers include
asset managers, insurance companies, banks, corporate
treasuries, hedge funds, home offices, and government agencies.

                       *     *     *

As reported in The Troubled Company Reporter dated April 11, 2008,
SS&C Technologies carries S&P's 'B+' corporate credit rating with
Stable Outlook.


STATION CASINOS: S&P Cuts Rating to 'B'; on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Station Casinos Inc. to 'B' from 'B+'. The issue-level
ratings on the company's debt were also lowered by one notch.
Concurrently, these ratings were placed on CreditWatch with
negative implications.

"The ratings downgrade addresses the negative trends in the Las
Vegas locals gaming market, and in the gaming industry generally,
which we expect will continue into the first half of 2009," said
Standard & Poor's credit analyst Ben Bubeck. "We expect that weak
operating conditions will contribute to declining EBITDA for
Station, resulting in credit measures that are more in line with
the new ratings."

"The CreditWatch listing addresses our concerns about Station's
liquidity position, as we expect that in the absence of an
amendment, the company may violate its bank covenants in the next
few quarters, restricting access to its revolving credit facility.
The company is currently seeking an amendment from its bank group,
which will address this concern. If the amendment is successfully
approved under terms that provide adequate cushion, we would
affirm the rating at the current level, but with a negative
outlook, speaking to ongoing weakness in the operating
environment. If Station is unable to gain approval for its
proposed amendment, we would consider lowering the rating
further," S&P says.

S&P expects the CreditWatch listing to be resolved very shortly,
as Station is reportedly in discussions with its bank group
regarding the amendment. In resolving the CreditWatch listing, S&P
will review the terms of the proposed amendment and consider the
flexibility it will provide the company, taking into account our
expectation for the operating environment in the next several
quarters.


SUPERIOR INDUSTRIES: Wearied of Employee Lawsuit; Files Bankruptcy
------------------------------------------------------------------
Superior Industries, Inc. was not afforded any respite from an
expensive, ongoing class action and was forced to file for
Chapter 11 protection with the U.S. Bankruptcy Court for the
District of Massachusetts.

For the last few years the roofing company was embroiled in a
lawsuit that alleged the Debtor was not able to pay its Brazilian
workers around $1 million in wages.  Now, the Debtor has $135,000
to pay to 50 employees pursuant to a court settlement in 2006.  It
still has $6 million in debts.

Counsel for the Debtor said that it may be unlikely that the
workers will ever recover settlement amounts.

Based in Shirley, Massachusetts, Superior Industries Inc. provides
roofing materials and services.  The company filed for Chapter 11
protection on July 28, 2008 (Bankr. D. Mass. Case No. 08-42404).  
David M. Nickless, Esq., at Nickless & Phillips P.C., represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$500,000 to $1 million, and estimated debts of $1 million to
$10 million.


SYNTAX-BRILLIAN: Court Fixes September 8 as Claims-Filing Deadline
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set Sept.
8, 2008, at 5:00 p.m. E.S.T., as the deadline for entities wanting
to assert a claim against Syntax-Brillian Corporation and its
debtor-affiliates to file proofs of claim against the Debtors.

In addition, the Court gave all governmental units holding claims
against the Debtors until Jan. 5, 2009, at 5:00 p.m., to file
their proofs of claim.

The Court ordered that the proofs of claim are to be filed with
the Debtors' claims, noticing, and balloting agent:

      Epiq Bankruptcy Solutions LLC
      757 Third Avenue, 3rd Floor
      New York, NY 10017
      Tel: (646) 282-2500
      Fax: (646) 282-2501
      http://www.epiqbankruptcysolutions.com/

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:BRLC)
-- www.syntaxbrillian.com -- manufactures and markets LCD HDTVs,
digital cameras, and consumer electronics products include
Olevia(TM) brand high-definition widescreen LCD televisions and
Vivitar brand digital still and video cameras.  Syntax-Brillian is
the sole shareholder of California-based Vivitar Corporation.

The company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Delaware Lead Case No.08-11409 through
08-11409.  Dennis A. Meloro, Esq., and Victoria Watson Counihan,
Esq., at Greenberg Traurig LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 has
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of $175,714,000 and total debts of
$259,389,000.


TIRARI FOOD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tirari Food Corp.
        140 Calle Liceo
        Mayaguez, PR 00680
        Tel: (787) 717-9086

Bankruptcy Case No.: 08-05022

Chapter 11 Petition Date: August 2, 2008

Court: District of Puerto Rico (Old San Juan)

Judge: Brian K. Tester

Debtor's Counsel: Winston Vidal-Gambaro, Esq.
                  (wvidal@prtc.net)
                  Winston Vidal Law Office
                  P.O. Box 193673
                  San Juan, PR 00919-3673
                  Tel: (787) 751-2864
                  Fax: (787) 763-6114

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

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

A copy of Tirari Food Corp.'s petition is available for free at:

             http://bankrupt.com/misc/prb08-05022.pdf


TRONOX INC: Reports Net Loss of $34.4 Million in 2008 2nd Quarter
-----------------------------------------------------------------
Tronox Incorporated reported a preliminary loss from continuing
operations of $29.9 million for the second quarter ended June 30,
2008, compared with a loss from continuing operations for the 2007
second quarter of $20.0 million.

Including discontinued operations, net loss for the quarter was
$34.4 million, versus a net loss of $21.2 million in the 2007
second quarter.

Net sales for the quarter increased to $403.8 million compared to
$366.5 million in the prior-year quarter, primarily due to
increased TiO2 volumes, the effects of foreign exchange and
increased pricing for acid sales.

The company said that the increase in loss from continuing
operations was primarily due to significant increases in process
chemical, energy and transportation costs; unplanned production
difficulties at the company's Uerdingen, Germany and Kwinana,
Western Australia titanium dioxide (TiO2) plants; a non-cash
impairment charge related to goodwill of $13.5 million; and a
restructuring charge of $4.2 million.  

These were partially offset by increased sales, lower SG&A and
gain on land sales of $12.4 million.  In addition, the company
recorded a tax benefit in the 2008 second quarter versus a tax
provision in the prior-year period.

During the second quarter, the Tiwest joint venture (Tronox 50%)
TiO2 plant in Kwinana experienced production difficulties after a
planned shutdown, delaying restart of production.  The company
also experienced processing difficulties at its Uerdingen facility
following a planned maintenance outage that resulted in reduced
production volumes and higher costs.  The impact of the Kwinana
and Uerdingen difficulties was approximately $11.0 million
(pretax) in the second quarter.  Higher natural gas costs at
Tiwest due to the ongoing curtailment of natural gas supply
resulting from the shutdown of Apache's facility in Western
Australia had an impact of approximately $2.0 million (pretax) in
the quarter.  In addition, significant increases in process
chemical, energy and transportation costs more than offset the
company’s ongoing cost reduction efforts.
     
In connection with a workforce reduction announced in May 2008,
the company incurred pretax charges of $1.5 million for severance
and other employee related costs and $2.7 million for noncash
special termination benefits under its pension plan.

                      Debt and Cash Balances
    
Total debt at June 30, 2008, was $540.1 million, including
$69.0 million outstanding on the company's $250.0 million
revolving credit facility.  Cash and cash equivalents at June 30,
2008, were $23.3 million, resulting in net debt outstanding of
$516.8 million.

Tronox completed the sale of two parcels of 100%-owned property at
the end of June, with net proceeds from the sales totaling
approximately $12.0 million.  The company used $3.2 million of the
net proceeds to reduce outstanding debt under its senior secured
credit facility at June 30, 2008, and used the remainder of the
net proceeds, $8.8 million, to reduce outstanding debt in July.
     
As a result of unexpected impacts in the second quarter, Tronox
requested and received approval for a waiver to its financial
covenants for the 2008 second quarter and an amendment to its
leverage ratio financial covenant for the remainder of the year.   

                    About Tronox Incorporated

Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) --
http://www.tronox.com/-- is a producer and marketer of titanium   
dioxide pigment.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The company's five pigment plants, which are
located in the United States, Australia, Germany and the
Netherlands, supply performance products to approximately 1,100
customers in 100 countries.  In addition, Tronox produces
electrolytic products, including sodium chlorate, electrolytic
manganese dioxide, boron trichloride, elemental boron and lithium
manganese oxide.

At March 31, 2008, the company's consolidated balance sheet showed
$1.74 billion in total assets, $1.29 billion in total liabilities,
and $451.9 million in stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 4, 2008,
Standard & Poor's Ratings Services lowered its ratings on Tronox
Inc., including its corporate credit rating to 'CCC+' from 'B'.  
At the same time S&P placed the ratings on CreditWatch with
negative implications.


TROPICANA ENT: Joseph Palladino Withdraws $950MM Bid for NJ Casino
------------------------------------------------------------------
pressofAtlanticCity.com reported that New York developer Joseph
Palladino and his group, who offered $950,000,000 for Tropicana
Casino and Resort of Atlantic City, has dropped their bid.

Mr. Palladino said that his group is no longer interested in
Tropicana Atlantic City, but are checking out other casino
properties in Atlantic City and Las Vegas.

According to PAC, Mr. Palladino accused Tropicana Atlantic City's
trustee, retired supreme court Justice Gary Stein, of using his
offer to "jack up bids from other would-be buyers."  Justice
Stein said that Mr. Palladino "never proved he had the money to
buy the casino."

Tropicana Atlantic City has been up for sale since December 2007,
when the New Jersey Casino Control Commission revoked the
casino's license.  Justice Stein has until Oct. 16, 2008, to
sell Tropicana Atlantic City.

                   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)  

  
UNION SEVEN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Union Seven Enterprises LP
        3201 South Expressway 83
        Harlingen, TX 78550

Bankruptcy Case No.: 08-70446

Related Information: Ruben Salazar, president and manager of
                     Salazar Enterprises LC, filed the petition on
                     the Debtor's behalf.  Salazar Enterprises is
                     the Debtor's general partner.

Chapter 11 Petition Date: August 4, 2008

Court: Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: John Kurt Stephen, Esq.
                  (kurt@hiline.net)
                  Cardena Whitis and Stephen
                  100 S Bicentennial Blvd
                  McAllen, TX 78501-7050
                  Tel: (956) 631-3381

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/TXsb08-70446.pdf


VICORP RESTAURANTS: U.S. Trustee Revamps Creditors Committee
------------------------------------------------------------
Roberta A DeAngelis, U.S. Trustee for Region 3, appointed amended
the composition of the Official Committee of Unsecured Creditors
of VICORP Restaurants Inc. and its debtor-affiliate, VI
Acquisition Corp.  The members of the Committee are:

The members of the Committee are:

   1. Wilmington Trust Company, as Indenture Trustee
      Attn: James J. McGinley
      1100 North Market Street, Rodney Square North
      Wilmington, DE 19890
      Tel: 212-415-0522
      Fax: 212-415-0513

   2. Sankaty Credit Opportunities II, L.P.
      Attn: Nathan Gilliland
      111 Huntington Ave., 35th Floor
      Boston, MA 02199
      Tel: 617-516-2802
      Fax: 617-516-2710

   3. Cape Investments, LLC
      Attn: Joe Tom King III
      One Georgia Center
      600 West Peachtree Street, Suite 1560
      Atlanta, Georgia 30308
      Tel: (404) 815-8188
      Fax: (404) 815-4599

   4. Fidelity National Special Opportunities, Inc.
      Attn: Joseph J. Farricielli, Jr.
      4050 Calle Real, Ste. 210
      Santa Barbara, CA 93110
      Tel: 805-696-7349
      Fax: 805-696-7311

   5. U.S. Foodservice, Inc.
      Attn: Claudia G. Regen
      9755 Patuxent Woods Drive
      Columbia, MD 21046
      Tel: 443-259-2099
      Fax: 410-910-3159

   6. The Coca-Cola Company
      Attn: John Lewis, Jr.
      One Coca-Cola Plaza
      Atlanta, GA 30313
      Tel: 404-676-4016

   7. Realty Income Corporation
      Attn: Michael R. Pfeiffer
      600 La Terraza Blvd.
      Escondido, CA 92025
      Tel: 760-317-2961
      Fax: 760-741-2235

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

                     About 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.  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.

                             *   *   *

As reported in the Troubled Company Reporter on July 31, 2008, the
Debtors asked the Court to extend their exclusive period to file a
Chapter 11 plan until Oct. 30, 2008.  A hearing is set for Aug.
12, 2008, to consider the Debtors' request.


VOLANS FUNDING: Fitch Junks Ratings on Two Classes of Notes
-----------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative seven classes of notes issued by Volans Funding 2007-1
Ltd.  These rating actions are effective immediately:

  -- $761,862,485 class A-1 notes downgraded to 'CC' from 'BB';
  -- $77,500,000 class A-2 notes downgraded to 'C' from 'B';
  -- $74,000,000 class B notes downgraded to 'C' from 'CC';
  -- $49,000,000 class C notes downgraded to 'C' from 'CC';
  -- $43,218,910 class D notes downgraded to 'C' from 'CC';
  -- $33,396,430 class E notes downgraded to 'C' from 'CC';
  -- $12,267,984 class F notes downgraded to 'C' from 'CC'.

Volans Funding is a hybrid structured finance collateralized debt
obligation, which closed on March 14, 2007, with cash and
synthetic assets, as well as funded and unfunded liabilities.  
There is an unfunded super senior liquidity facility (class A-1)
above the funded liabilities.  The principal on the funded notes
is secured by cash asset securities and a reserve account.  When
synthetic assets experience credit events or floating amount
events, protection payments first come from the principal
collection account, then from the reserve account, and finally the
class A-1 notes are drawn upon to cover losses.  

Volans Funding's portfolio is comprised of primarily subprime
residential mortgage backed securities (91.9%), Alternative-A  
RMBS (4.1%), prime RMBS (0.3%), SF CDOs (2.2%), and Consumer asset
backed securities (1.5%).  Subprime RMBS of the 2005, 2006, and
2007 vintages account for approximately 26.8%, 61.3%, and 7.7% of
the portfolio, respectively.  SF CDOs of the 2006 and 2007
vintages account for approximately 1.3% and 0.9% of the portfolio,
respectively.  Alt-A RMBS of the 2006 and 2007 vintages account
for approximately 3.9% and 0.2% of the portfolio, respectively.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS and
SF CDOs with underlying exposure to subprime RMBS.  At the time of
the last review conducted in November 2007, approximately 61.4% of
the portfolio was rated below investment grade.  The portion of
the portfolio rated below investment grade is now 95.1% while 7.7%
of the portfolio is currently on Rating Watch Negative.

The collateral deterioration has caused the AAA Coverage Ratio
Test to fall below the 112.0% trigger and fail at 44.9%.  The
failure of this test is diverting proceeds that would otherwise be
payable to the class A-2, B, C, D, E, and F notes, to reduce the
Remaining Unfunded Class A-1 Commitment Amount.  Consistent with
the current ratings, Fitch expects the class A-2, B, C, D, E, and
F notes to receive only capitalized interest payments in the
future with no ultimate principal recovery.  As a result of the
AAA Coverage Ratio Test falling below 100.0%, the deal entered an
Event of Default on Jan. 4, 2008.  On March 7, 2008, the trustee
received a notice of an Acceleration of Maturity from the Majority
of the Controlling Class.

The classes are removed from Rating Watch as Fitch believes
further negative migration in the portfolio will have a lesser
impact on these 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 rating of the class A-1, A-2 and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the class C, D, E and F notes address the likelihood
that investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.


WADENA HOUSING: S&P Affirms 'BB' Rating on Series 1993 Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services revised its bond rating outlook
on Wadena Housing and Redevelopment Authority, Minn.'s multifamily
housing revenue bonds (Humphrey Manor East Project) series 1993 to
negative from stable. At the same time, Standard & Poor's affirmed
its 'BB' rating on the bonds.

The outlook revision reflects the continued decline in the debt
service coverage (DSC) level since 2002; contract rents that are
higher than the fair market rents; an increase in expenses leading
to deterioration; and the debt service reserve fund funded at six
months' maximum annual debt service (MADS).

The weaknesses are partly offset by strong occupancy at the
property and a high Real Estate Assessment Center score of 96b as
of July 2007.  

The latest audited financial statements for the fiscal year ended
June 30, 2007, indicate that the performance of the project has
deteriorated further, with the DSC decreasing to 1.02x MADS from
1.07x MADS in the prior year. The DSC has been decreasing annually
from its peak of 1.16x MADS in fiscal 2003.  

Average rental income per unit per month for fiscal 2006-2007
increased slightly, by less than 1%, to $555 as compared with the
previous year's rental income of $550. The project received a
rental increase in 2007 which was about $12 for one-bedroom units
and $13 for two-bedroom units. This increase was despite the
contract rent being 134% of the fair market rents. Projects with
rents above the Department of Housing & Urban Development's fair
market rents are highly susceptible to rent freeze.

Annual expenses per unit for fiscal 2006-2007 are at $3,619, up by
5%, from $3,440 in fiscal 2005-2006. During the year, maintenance
and repair expense increased by 8.5%, and the utilities expense
increased by 11%. It is expected that the expenses, particularly
utilities, will continue to rise in the coming year.

The expense ratio for fiscal 2006-2007 is 49.58%, higher than
47.25% for fiscal 2005-2006. The expense ratio has deteriorated
because of an increase in expenses. Debt per unit was $28,051 as
of May 20, 2008. According to the project manager, the property
was fully occupied as of May 2008.


WCI COMMUNITIES: Bankruptcy Filing Cues Moody's Default Rating
--------------------------------------------------------------
Moody's Investors Service lowered the probability of default
rating of WCI Communities to D from Caa3/LD after its filing for
protection under Chapter 11 of the US Bankruptcy Code. Subsequent
to this rating action, Moody's will withdraw all of WCI
Communities' ratings.

These specific ratings were taken:

  -- Corporate family rating, downgraded to Ca from Caa3;

  -- Probability of default rating, downgraded to D from Caa3/LD;

  -- Existing senior sub debt ratings downgraded to C (LGD5, 73%)
     from Ca (LGD5, 80%);

  -- Up to $400 million of prospective Senior Secured (second
     lien) Notes, rating withdrawn;

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

Headquartered in Bonita Springs, Florida, WCI Communities Inc. is
a fully integrated homebuilding and real estate services company
with 60 years of experience in the design, construction, and
operation of leisure-oriented, amenity-rich master planned
communities targeting affluent homebuyers. Revenues and
consolidated earnings for the six months ended June 30, 2008 were
approximately $367 million and $(184) million, respectively.


WEIGHT WATCHERS: Compensation Committee Waives ESA Provisions
-------------------------------------------------------------
the Compensation and Benefits Committee of the Board of Directors
of Weight Watchers International, Inc. waived certain provisions
of the Employee Stockholder's Agreement, dated as of May 12, 2004,
between the company and Mr. Thilo Semmelbauer, the chief operating
officer of the company, limiting his ability to transfer a certain
percentage of shares of the company's common stock received upon
the exercise of vested stock options.

Under the terms of the Stockholder's Agreement, the above-
referenced transfer limitation provisions would have expired on
the fifth anniversary of the grant date of the underlying stock
options, and were generally intended to correspond to the fifth
anniversary of the recipient's employment with the company.

Mr. Semmelbauer notified that he will be leaving the company
effective July 31, 2008 to pursue other business opportunities.  
Prior to joining the company in 2004, Mr. Semmelbauer served since
2000 as the Chief Operating Officer of WeightWatchers.com, Inc., a
corporation in which the company owned a significant minority
interest until July 2005, when WeightWatchers.com became a
majority-owned subsidiary of the company.

In light of Mr. Semmelbauer's combined continuous service with the
company and WeightWatchers.com being far in excess of the required
five years, the Compensation Committee waived the above-referenced
transfer limitation provisions under the Stockholder's Agreement
effective as of July 30, 2008.

                      About Weight Watchers

Headquartered in New York City, Weight Watchers International
Inc. (NYSE: WTW) -- http://www.weightwatchersinternational.com/--
provides weight management services, operating globally through a
network of company-owned and franchise operations.

                           *     *     *

As reported in the Troubled Company Reporter on March 25, 2008,
Standard & Poor's Ratings Services revised its outlook on Weight
Watchers International Inc. to stable from negative.  At the same
time, Standard & Poor's affirmed its ratings  on the company,
including its 'BB' corporate credit rating.


WEST TRADE: Fitch Cuts Six Notes Ratings and Removes Neg. Watch
---------------------------------------------------------------
Fitch has downgraded and removed from Rating Watch Negative six
classes of notes issued by West Trade Funding CDO I, Ltd. and West
Trade Funding CDO I, LLC.  These rating actions are the result of
Fitch's review process and are effective immediately:

  -- $1,314,793,280 class A-1 downgraded to 'CCC' from 'BB', and
     removed from Rating Watch Negative;

  -- $58,823,322 Class A-2 downgraded to 'CC' from 'B', and
     removed from Rating Watch Negative;

  -- $50,869,143 Class B downgraded to 'CC' from 'CCC', and
     removed from Rating Watch Negative;

  -- $13,457,728 Class C downgraded to 'C' from 'CC', and removed
     from Rating Watch Negative;

  -- $10,830,282 Class D downgraded to 'C' from 'CC', and removed
     from Rating Watch Negative;

  -- $6,226,969 Class E downgraded to 'C' from 'CC', and removed
     from Rating Watch Negative.

West Trade I is a cash flow collateralized debt obligation that
closed on April 26, 2006.  The transaction was structured as
static, however, allowed for reinvestment of any amortizing fixed-
rate assets in additional fixed-rate assets until either an event
of default occurs in the CDO or the June 2014 payment date,
whichever occurs first.  NIR Capital Management, LLC, an affiliate
of the NIR Group, LLC, acts as the collateral advisor for West
Trade I. Presently 49.9% of the portfolio is composed of 2005 and
2006 vintage U.S. subprime residential mortgage-backed securities,
22.9% consists of 2005 and 2006 vintage U.S. SF CDOs, and 18.6% is
comprised of 2005 and 2006 vintage U.S.  Alternative-A RMBS.  
Prime RMBS represents 7.1% of the portfolio.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS and
SF CDOs with underlying exposure to subprime RMBS.  Since the last
review on Nov. 21, 2007, approximately 70% of the portfolio has
been downgraded with 29.7% of the portfolio currently on Rating
Watch Negative.  Approximately 51.5%, of the portfolio is now
rated below investment grade, of which 36.3% is rated 'CCC+' and
below. Fitch notes that, overall, 67.5 % of the assets in the
portfolio now carry a rating below the rating Fitch assumed for
the November 2007 review of the transaction.

The collateral deterioration has caused each of the
overcollateralization ratios to fall below 100% and fail their
respective tests.  As of the trustee report dated May 22, 2008,
the class A/B OC ratio was 88.5%, the class C OC ratio was 87.7%,
and the class D OC ratio was 87.0%, versus their triggers of
101.6%, 100.6%, and 100.3%.

Interest and principal payments are made on a monthly basis to
class A-1 notes, while all other classes receive quarterly
distributions.  At present, the transaction continues to make the
scheduled monthly distributions to class A-1.  However, during the
last quarterly distribution in June 2008, the amount of available
interest proceeds was insufficient to pay the scheduled interest
for class A-2 and B.  As a result, $597,252 of principal
amortizations were used to make up the interest shortfalls to
class A-2 and B.  Because there are no coverage test provisions in
the principal waterfall, the remaining principal proceeds were
distributed as principal to the class A-1 notes.  Payment of
interest to the classes C, D, and E has been made in kind by
writing up the principal balance of each class by the amount of
interest owed.

The classes are removed from Rating Watch as Fitch believes
further negative migration in the portfolio will have a lesser
impact on these 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 class A-1, A-2, and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the class C, D, and E notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings are based upon the capital structure of the transaction,
the quality of the collateral, and the protections incorporated
within the structure.


WHITEHALL JEWELERS: Bayard P.A. Approved as Panel's Co-Counsel
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave the Official Committee of Unsecured Creditors of Whitehall
Jewelers Holdings Inc. and its debtor-affiliates permission to
retain Bayard, P.A., as its co-counsel.

The firm is expected to:

   a) provide legal advice with respect to its powers and duties
      as the creditors' committee, an official committee appointed
      under Section 1102 of the Bankruptcy Code;

   b) assist in the investigation of the facts, conduct, assets,
      liabilities and financial condition of the Debtors, the
      operation of the Debtors' business, and any other matter
      relevant to these cases or to the formulation of a plan or
      plans of reorganization or liquidation;

   c) prepare on behalf of the creditors' committee necessary
      applications, motions, complaints, answers, orders,
      agreements, and other legal papers;

   d) review, analyze and respond to all pleadings filed by the
      Debtors and appear in court to present necessary motions,
      applications and pleadings and to otherwise protect the
      interest of the creditors' committee;

   e) consult withe the Debtors, their professionals and the U.S.
      Trustee concerning the administration of the Debtors'
      respective estates;

   f) represent the Committee in hearings and other judicial
      proceedings;

   g) advise the Committee on practice and procedure in the Court;
      and

   h) perform all other legal services for the creditors'
      committee in connection with these Chapter 11 cases.

The firm's professionals and their compensation rates are:

      Professionals                     Hourly Rates
      -------------                     ------------
      Charlene D. Davis, Esq.               $650
      Mary E. Augustine, Esq.               $345
      Justin K. Edelson, Esq.               $250
      Edit Miranda                          $230

      Designations                      Hourly Rates
      ------------                      ------------
      Directors                           $450-$765
      Associates and Senior Counsel       $250-$395
      Paraprofessionals                   $135-$230

Charlene D. Davis, Esq., a director at firm, assures the Court
that the firm does not hold any interest adverse to the Debtors'
estate and is "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

Ms. Davis can be reached at:

      Charlene D. Davis, Esq.
      Bayard, P.A.
      222 Delaware Avenue , Suite 900
      P.O. Box 25130
      Wilmington, DE 19899
      Tel: (302) 655-5000
      Fax: (302) 658-6395
      http://www.bayardfirm.com/

                     About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- own and operate
375        
stores jewelry stores in 39 states.  Whitehall is owned by hedge
funds Prentice Capital Management and Millennium Partners LP, both
of New York, and Holtzman Opportunity Fund LP of Wilkes-Barre, Pa.  
The company operates stores in regional and regional shopping
malls under the names Whitehall and Lundstrom.  The Debtors'
retail stores operate under the names Whitehall (271 locations),
Lundstrom (24 locations), Friedman's (56 locations, and Crescent
(22 locations).  As of June 23, 2008, the Debtors have about 2,852
workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.

When the Debtors' filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


* Fitch Says US Driving Season a Bust for US Refiners
-----------------------------------------------------
Sharply higher crude oil prices in the first half of 2008 and
crumbling North American end-user demand have led to substantial
weakness among downstream companies' second-quarter results.   
Significant year-on-year decreases in operating results were seen
at bellwether Valero (second-quarter net income of $734 million
versus $2.25 billion in 2007, a 67% drop), Tesoro (2Q NI of $4
million versus $443 million in 2007, a 99% drop), Marathon
(segment NI of $158 million versus $1.25 billion in 2007, an 87%
drop), ExxonMobil (segment NI of $1.56 billion versus $3.39
billion in 2007, a 54% drop), and Chevron (a segment loss of $734
million versus $1.3 billion gain in 2007).

The main factors behind the decreases are the sharp run-up in
crude oil prices; declining crack spreads; demand destruction for
key refined products, especially gasoline (currently estimated in
the negative 3% to negative 5% range); higher operating expenses
created by surging natural gas and electricity prices; and lower
capacity utilization, as the industry has been forced to cut runs
to match declining North American demand.  For the first half of
the year, U.S. refinery utilization averaged just 86.8%, versus a
long term-average of 92.4%, according to EIA data.  In addition to
these factors, rising oil prices have significantly elevated
liquidity needs across the industry, as refiners have been forced
to finance more expensive crude and refined product inventories.

With the traditional U.S. driving season a bust so far, the
earnings outlook for the rest of the year remains weak.  Looking
forward, Fitch expects near-term credit metrics across the sector
to decline relative to last year.  If sustained, the current high
crude/low crack spread environment is expected to result in lower
operating cash flows and additional pressure on the ambitious
capex budgets announced across the industry last year.  At this
point, several companies have announced cuts in discretionary
capex to accommodate this near-term stress including Valero (2008
budget revised down from $4.5 billion to $3.8 billion) and Tesoro
(2008 budget revised down from $1.1 billion to $870 million;
further cuts possible pending a capital review).

Refiners still have a number of levers they are able to pull in
order to maintain credit quality - including further cuts in
discretionary capex, reductions or suspensions in share buyback
programs, liquidation of inventories, and asset sales.  However,
the weak environment has also created several constraints on
refiners' financial flexibility. The sharp downturn in refining
margins means that sellers may not get the record proceeds
received for brownfield refineries over the last few years.   
Similarly, the challenging credit environment may limit the
ability of non-strategic buyers to obtain financing on acceptable
terms, which could also shrink the pool of potential bidders.  

In addition, the steep drop in share prices across the refining
sector - many of which recently touched multi-year lows - make
share buybacks relatively more attractive at this point and could
limit managements' desire to tap into equity financing at what are
perceived to be very dilutive levels.  Fitch will continue to
closely monitor operating results and any revisions in capital
spending plans across the sector.


* Fitch: Where US Economy Goes, Credit Card ABS Sure to Follow
--------------------------------------------------------------
With the U.S. economy teetering on the edge of recession,
collateral performance across credit card ABS continues its
decline, according to Fitch Ratings in the latest edition of
'Credit Card Movers & Shakers'.

Fitch expects delinquency and chargeoff rates across prime,
subprime and retail credit card sectors to grow as economic
pressure on the U.S. Consumer continues to mount.  Unemployment,
which has historically demonstrated a high correlation to
performance, continues to rise, with initial claims for benefits
reaching a five-year high of 448,000 as reported by the Labor
Department on July 31.  Gross domestic product figures have shown
growth, but at rates lower than expected, while consumer spending
spurred on by tax rebate stimulus checks has helped mute the
overall impact of the sluggish economy.

Additionally, chargeoff rates in Fitch's prime credit card index
have risen for the ninth straight month, up 40% on a year-over-
year basis, with chargeoffs reported in their subprime and retail
indices exhibiting similar trends.  Fitch expects chargeoff rates
in the prime credit card segment to approach the high end of
historically observed performance averages, meeting or exceeding
7% by year end.  Of equal concern are the monthly payment rate and
gross yield, both of which are also showing signs of
deterioration.  ABS transactions financing credit card receivables
rely on the combination of these three metrics to generate extra
cash flow, or excess spread, to support the deal.

To date, excess spread levels have decreased by 4% in the prime
index and 42% in the subprime index on a year-over-year basis.  
While spread levels remain sufficient enough to maintain current
rating levels on senior debt, Fitch reports that this continued
compression could begin to put pressure on subordinated debt
ratings.  'Coming off a two-year period of exceptionally strong
performance following the Bankruptcy Reform Act of October 2005,
card portfolios still have some cushion before breaching
historical performance levels,' said Managing Director Gary Santo,
'However, economic pressure, increased borrower debt reload rates,
and lack of alternative debt refinancing options are steadily
chipping away at that cushion.'


* S&P Says Speculative-Grade Spread Widens As Investors Shun Risk
-----------------------------------------------------------------
Standard & Poor's U.S. investment-grade composite credit spread
tightened slightly to 266 basis points (bps) on August 1, 2008, a
3-bp change from July 31, 2008. With continued pressure  on
financial institutions and banks, the investment-grade credit
spread is expected to remain range-bound at present high levels.

Standard & Poor's U.S. speculative-grade composite credit spread
widened to 764 bps, 36% wider than the start of the year and 80%
wider than the five-year moving average. Speculative-grade credit
spreads are poised for continued volatility, commensurate with an
escalation in speculative-grade defaults over the course of this
year.

An article published by Standard & Poor's on August 1 said that as
financial markets continue the malaise that began nearly a year
ago, corporate defaults in the U.S. have  started to rise in
response.  The article is titled "U.S. Credit Metrics Monthly:
Defaults Continued To Rise Through July."  The article says
relevant credit metrics within the U.S. show continued
deterioration of credit quality alongside a prolonged contraction
of new issuance and tightening credit conditions.

"Corporate defaults continue to rise as expected," noted Diane
Vazza, head of Standard & Poor's Global Fixed Income Research
Group. "With seven U.S.
defaults in July, this brings the year-to-date total to 44." This
easily exceeds the combined 16 and 22 defaults in full-years 2007
and 2006.

The preliminary estimate for the U.S. 12-month trailing
speculative-grade default rate in July is 2.25% (subject to
revision), an increase from 1.92% in
June and 0.97% in December 2007. "We expect the speculative-grade
default rate to escalate to a mean forecast of 4.9% by June 2009,"
Ms. Vazza added, "but it
could reach as high as 8.5% if economic conditions are worse than
expected."

Standard & Poor's, a division of The McGraw-Hill Companies
(NYSE:MHP), is a provider of financial market intelligence,
including independent credit ratings, indices, risk evaluation,
investment research, and data. With approximately 8,500 employees,
including wholly owned affiliates, located in 23 countries,
Standard & Poor's is an essential part of the world's financial
infrastructure and has played a leading role for more than 140
years in providing investors with the independent benchmarks they
need to feel more confident about their investment and financial
decisions.

On the Net: http://www.standardandpoors.com/


* Squire Sanders Builds New York Presence with 3 New Lawyers
------------------------------------------------------------
Three members of a maritime law practice have joined Squire
Sanders & Dempsey L.L.P. as the firm continues to expand its New
York presence.  The new Squire Sanders lawyers are Brian D.
Starer, Douglas R. Burnett and Juan A. Anduiza.

"The maritime practice fits well with our integrated platform, as
the practice complements several core Squire Sanders practices
including aviation, communications, energy, environmental,
international dispute resolution, litigation and structured
finance," chairman R. Thomas Stanton, said.  "Squire Sanders
believes it's important for our lawyers to combine in-depth
industry knowledge with strong legal expertise in order to best
serve the needs of our clients. Our new colleagues have an
unparalleled grasp of the regulatory, transactional and advocacy
issues facing the maritime industry and other industries affected
by maritime law."

Messrs. Starer, Burnett and Anduiza have a diverse practice that
includes casualty, pollution and salvage; energy, LNG/LPG and
cables; intermodal and terminals; maritime and logistics
contracts; regulatory issues and government and maritime security;
vessel financings; maritime bankruptcies and workouts, including
maritime liens.

"These three lawyers have extensive international experience
working with clients with business interests in Europe and Latin
America," Howard J. C. Nicols, advocacy practice area coordinator
at Squire Sanders, said.  

Mr. Starer has been casualty counsel on more than 100 ship
disasters worldwide.  Mr. Burnett has several clients with
business interests in Brazil, where Squire Sanders opened a
Sao Paulo office, and Anduiza has negotiated international
contracts dealing with the purchase of assets in Latin America,
international debt collection and construction and asset
acquisition for Latin America-based industries.

"We are among the few US firms with long term presence and
experience in Latin America, and our new colleagues' experience
adds to that strong global platform," Mr. Nicols said.

Mr. Starer is a maritime law practitioner of international
reputation and standing.  His maritime practice for 30 years has
focused on marine groundings, sinkings, fires, collisions and
environmental pollution.  Mr. Starer has lectured and published
widely on all aspects of maritime law relating to the prevention
and resolution of maritime disasters.  He has received high
rankings in directories such as The Best Lawyers in America, Who's
Who in American Law, Chambers USA: America's Leading Business
Lawyers and Chambers Global.  He was named Leading Shipping Lawyer
in the 2004 Euromoney Guide to the World's Leading Shipping and
Maritime Lawyers.  He received his B.S. with honors from the US
Merchant Marine Academy, and his J.D. from Albany Law School Union
University. He was inducted into the International Maritime Hall
of Fame at the United Nations in May 2002.

Mr. Burnett is involved in many aspects of maritime law practice
and his clients include major telecommunications companies with
international cable issues and major energy companies in disputes
involving transportation, commodity contracts and admiralty claims
involving petroleum products, LNG/LPG, deep water ports and ocean
terminals.  He is an international law adviser to the
International Cable Protection Committee, an international
organization of more than 80 administrations and commercial
companies in more than 40 countries that own or operate in the
international submarine cable network.  Mr. Burnett has testified
before the US Senate Foreign Relations Committee, is a lecturer
and author, and is listed in The Best Lawyers in America.  He
received his B.A. from the US Naval Academy and his J.D. from the
University of Denver College of Law.

Mr. Anduiza is an experienced trial lawyer who handles commercial
and maritime arbitrations and trials and is also involved with
multinational commercial transactions.  He has been involved in
maritime-related matters ranging from casualties to the detention
of vessels.  Mr. Anduiza is expected to help expand Squire
Sanders' Latin America practice in commercial and maritime issues.
He received his B.A. from Pace University and his J.D. from
Fordham University School of Law.

                     About Squire Sanders

Squire Sanders & Dempsey L.L.P. -- http://www.ssd.com/-- has  
lawyers in 32 offices in 15 countries around the world.  Founded
in 1890, Squire Sanders provides legal counsel on various matters
including Bankruptcy & Restructuring, Specialized Restructuring
Issues, and Structured & Other Financings.  Offices in the
Americas are located in Cincinnati, Cleveland, Columbus, Houston,
Los Angeles, Miami, New York, Palo Alto, Phoenix, San Francisco,
Tallahassee, Tampa, Tysons Corner, Washington DC, West Palm Beach,
Caracas, Rio de Janeiro, Santo Domingo and Sao Paulo. In Europe,
offices are in Bratislava, Brussels, Budapest, Frankfurt, Kyiv,
London, Moscow, Prague and Warsaw.  In Asia, offices are in
Beijing, Hong Kong, Shanghai and Tokyo.  Associated firms are in
Bucharest, Buenos Aires, Dublin and Santiago.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/

Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
            Bankers Club, Miami, Florida
               Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Raphael M. Palomino, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***