TCR_Public/080807.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 7, 2008, Vol. 12, No. 187           

                            Headlines

AB MERGER SUB: Moody's Assigns B1 Probability of Default Rating
ACCURIDE CORP: Moody's Lowers CF Ratings to B2; Outlook Negative
ALTIERI HOMES: Cuts Staff, Cancels Projects to Avert Bankruptcy
ARMSTRONG WORLD: Asks Court to Close Chapter 11 Case
ARMSTRONG WORLD: Nitram, Desseaux Want Chapter 11 Cases Closed

ASARCO LLC: Parties Balk at Intercompany Claim-Filing Extension
BALTIMORE HOTEL: S&P Affirms 'BB' Rating on $53MM 2006B Bonds
BICENT POWER: S&P Removes B, BB Ratings from CW Negative
BLACK GAMING: Moody's Cuts Corporate Family Rating to Caa3
BONNETTE & PICARD: Case Summary & Three Largest Unsec. Creditors

BOSCOV'S INC: DIP Funding Gets Initial OK, 1st-Day Motions Granted
BRUCE PLASTICS: Various Assets to be Auctioned August 20
C19-1 SHOTWELL: Voluntary Chapter 11 Case Summary
CABLEVISION SYSTEMS: Mulls Strategic Alternatives, to Spinoff Biz
CABLEVISION SYSTEMS: S&P Says Strategic Initiative Won't Ratings

CAPTEC FRANCHISE: Fitch Puts 'B/DR1' Rated Trust Under Neg. Watch
CARIBBEAN RESTAURANTS: Moody's Confirms CF Rating at Caa1
CENTRAL ILLINOIS: Court Converts Case to Chapter 7 Liquidation
CHARYS HOLDING: Files Reorganization Plan and Disclosure Statement
CNL FUNDING: Fitch Puts 'CC/DR4' Note Rating Under Negative Watch

CONSOLIDATED FINANCIAL: Case Summary & 20 Largest Unsec. Creditors
CONTINENTAL AIRLINES: Reports July 2008 Aviation Performance
COUNTRYWIDE FINANCIAL: S&P Gives "Above Average" Rating on Unit
CREDIT SUISSE: S&P Cuts Ratings on Three Classes of Notes to CCC
CSK AUTO: S&P Withdraws 'B-' Rating After O'Reilly Acquisition

DELPHI CORP: GM Says Delphi-Related Charges Reach $11 Billion
DELPHI CORP: Court Rejects Appaloosa Bid to Dismiss Lawsuit
DELPHI CORP: Court Extends Plan-Filing Deadline to October 31
DLNJ HANCOCK: Voluntary Chapter 11 Case Summary
DOW JONES: Moody's Cuts $500MM Trust Certificates Rating to B2

DUKE FUNDING: Fitch Junks Ratings on Six Note Classes
EDUCATION RESOURCES: Court Approves Rasky Baerlein as PR Advisor
EPICEPT CORP: Prices $2.65 Million Offering of Shares and Warrants
FEDERAL MOGUL: T&N Asbestos Victims to Get GBP 2MM in Payments
GENERAL MOTORS: Overall Truck Sales Decline 41.5% in July

GENERAL MOTORS: Says Delphi-Related Charges Reach $11 Billion
GENERAL MOTORS: Can Participate in Delphi Suit vs. Appaloosa
GERARDO AGUERO: Case Summary & 20 Largest Unsecured Creditors
HEALTH NET: Revised Earnings Forecast Won't Affect S&P Ratings
HOLDINGS GAMING: Moody's Places Probability of Default at B3

HOVNANIAN ENTERPRISES: Board Approves Shareholder Rights Plan
JAMES WILSON: Case Summary & 20 Largest Unsecured Creditors
JETBLUE AIRWAYS: To Defer Delivery of 10 EMBRAER 190 Aircraft
JHT HOLDINGS: May Hire Chilmark Partners as Financial Advisor
JOE GIBSONS: Closes Business on Aug. 2, 2008

JONES APPAREL: S&P Lowers Ratings to 'BB'; Outlook Negative
JONES APPAREL: Moody's Confirms Ba1 CF Ratings; Outlook Negative
JOURNAL REGISTER: Deregisters Shares for Issuance Under Bonus Plan
KNIGHT COMMERCE: Case Summary & 6 Largest Unsecured Creditors
KOGER MANAGEMENT: Court Converts Case to Chapter 7 Liquidation

LAKE LAS VEGAS: Auction of Assets Slated for August 22
LAKE LAS VEGAS: Has Until December 22 to Exclusively File Plan
LAKE LAS VEGAS: Amends Schedules of Assets and Liabilities
LAKE LAS VEGAS: Gets OK to Use Credit Suisse's $127 Mil. DIP Fund
LANDSOURCE COMMUNITIES: May Hire Sitrick as PR Consultants

LANDSOURCE COMMUNITIES: Taps Two HoganWebb Personnel as CROs
LUBBOCK MEDICAL: Northstar Hospital Plans to Acquire Debtor
ML-CFC COMMERCIAL: S&P Lowers Class P Securities Rating to CCC+
MORTGAGES LTD: Case Conversion Motion Still Up, Rightpath Says
MORTGAGES LTD: Insists Need to Access $125 Million DIP Financing

MORGAN STANLEY: Moody's Cuts $11MM Class IV-B Notes Rating to Ba2
MORGAN STANLEY: Moody's Trims Class V Floating Notes Rating to B3
MULTI SECURITY: S&P Cuts Rating on 3 Classes of Securities to CCC
NEW CAP: NY Court to Consider Scheme of Arrangement on August 12
NEW CENTURY HOME: S&P Cuts Ratings on 3 Asset-Backed Notes to D

NJ COM'L LAUNDRY: Organizational Meeting to Form Panel Set Aug. 14
PACIFIC LUMBER: Calif. S.C. Says Headwater Forest Permits Invalid
PARMALAT SPA: High Cost, Low Demand Cut H1 EBITDA to EUR146.3MM
PARMALAT SPA: NJ Court Denies Citigroup Bid to Dismiss Claims
PARMALAT SPA: Appeals Court Denies Bid to Bar Class Action Suit

PARMALAT SPA: Italian Court Starts Trial Against Tanzi, 53 Others
PARMALAT SPA: UniCredit Group Settles for EUR271.7 Million
PIERRE FOODS: Wants Kirkland & Ellis LLP as Attorneys
PLASTECH ENGINEERED: To File Plan of Liquidation in Coming Weeks
PORTER SQUARE: Collateral Decline Cues Fitch's Ratings Downgrade

RELIANT ENERGY: Retail Unit's Performance Won't Affect S&P Rating
REVE SPC: Moody's Lowers Segregated Portfolio S. 49 Rating to Ba1
SENDTEC INC: Completes Second Closing of Debentures Exchange
SERACARE LIFE: Former Executives Settle SEC Civil Lawsuit
SEMGROUP LP: May Draw $150 Million from BofA's DIP Financing

SHARPER IMAGE: Withdraws Request for Aug. 18 Claims Bar Date
SHARPER IMAGE: U.S. Trustee Opposes Letter Agreement with Hilco
SHARPER IMAGE: Prohov Wants Cardholders' Claim Declared "Priority"
SHERMAG INC: Court Transfers Wachovia Credit Facilities to Geosam
SIRUS SATELLITE: Completes Merger with Vernon Merger Corp.

SIRIUS SATELLITE: Has Share Lending Deals with Morgan Stanley, UBS
SPHERICS INC: Turns Over Assets for October 10 Auction
STANDARD PACIFIC: Amends and Restates Company Bylaws
STANDARD PACIFIC: Appoints D. Matlin and K. Campbell to Board
TCW SELECT: S&P Affirms 'BB-' Rating on 3 Classes of Securities

TERWIN MORTGAGE: Moody's Cuts Ratings of 41 8 Alt-A Tranches
TOWERS OF CHANNELSIDE: Files Amended Ch.11 Reorganizational Plan
TOWERS OF CHANNELSIDE: Wants Plan Filing Period Extended to Sept.
WACHOVIA BANK: S&P Cuts Rating on 6 Classes of Securities to CCC
WCI COMMUNITIES: Gets Okay to Use Cash Collateral Until August 30

WCI COMMUNITIES: Wants White & Case as Lead Counsel
WORLD HEART: Completes $30MM Private Placement
ZIFF DAVIS: Enterprise Media Objects to Cure Amounts
ZIFF DAVIS: Wants to Assign 63 Madison Lease; FOJP Objects
ZIFF DAVIS: PC Magazine's Advertising Revenue Down 55.6%

* Housing Slump Affecting Complex U.S. Banks' Earnings, S&P Says
* S&P Says Discretionary Sectors Vulnerable to Market Turbulence
* S&P Sees Downgrades to Continue as Market Gets More Volatile
* S&P Says U.S. Housing Prices May Reach Bottom By 2010
* S&P Places Ratings of $1.89BB in CBOs and CLOs on Watch Neg

* BAE Systems to Manage U.S. Courts' Bankruptcy Notice System

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********


AB MERGER SUB: Moody's Assigns B1 Probability of Default Rating
---------------------------------------------------------------
Moody's Investors Service assigned B1 Corporate Family and
Probability of Default ratings to AB Merger Sub LLC, an
acquisition vehicle intended to facilitate the purchase of Allied
Security Holdings LLC.  Concurrently, Moody's assigned Ba3 ratings
to the proposed senior secured term loan and revolving credit
facilities of Merger Sub.  The outlook for the ratings is stable.

The ratings were assigned in connection with the all-cash
acquisition of Allied Security by The Blackstone Group from
MacAndrews & Forbes Holdings Inc. and other investors for a total
consideration of about $700 million, with up to an additional
$50 million in potential earn-out payments based on 2009 EBITDA
thresholds.  The purchase price (excluding the earn-out)
represents an enterprise value multiple of about 7.7 times pro
forma EBITDA for the twelve months ended June 30, 2008.  Proceeds
from the proposed Ba3-rated $325 million term loan and the
proposed (unrated) $175 million senior subordinated mezzanine
loan, along with about $270 million in cash equity will be used to
purchase the equity of the company, refinance existing debt and
pay expenses associated with the transaction.  At closing, the
proposed Ba3-rated $55 million revolver is expected to be undrawn.
The bank facilities provide for a $75 million accordion feature.

Pro forma for the proposed transaction, the ratings are
constrained by high financial leverage and low interest coverage
which place the company at the low end of the rating category.
Other important constraints include the highly competitive nature
of the security services industry and resulting low operating
margins, well as the potential for further price pressures
associated with a slowing US economy.  Moody's also notes that the
company has a history of growth through acquisitions and believes
that integration and financial policy risks associated with debt-
financed acquisitions will persist in the medium term.  The
Corporate Family Rating of B1 also reflects Moody's expectation of
pro forma adjusted free cash flow (defined as cash from operations
less capital expenditures) to debt ratio of the order of 5% for
2008 and expectations of improvement thereafter, absent
significant acquisitions.

The B1 corporate family rating and stable outlook are supported by
the company's scale and national platform, its diverse customer
base across several industries and organic growth in recent
quarters, associated primarily with significant improvement in
customer retention rates over the past eighteen months.  Moody's
also notes the company's entry into diverse government-related
clients which offers further opportunities for growth.  The
company continues to benefit from heightened emphasis on security
across all sectors of the economy and recession resistant nature
of security services.  Moody's believes that the July 2007 Van
Ella and June 2008 HR Plus acquisitions, though small to have
near-term rating implications, could offer substantive top-line
synergies in the long run as the company expands its service
offering into employee background verification.

Based on leverage and profitability considerations, Moody's views
the company as being at the low end of the B1 rating category.
Adjusted free cash flow to debt levels below 5%, adjusted EBITDA
to interest coverage below 1.7 times, and adjusted financial
leverage above 5.5 times (i.e., indications of a weakening credit
profile post transaction) could put negative pressure on the
company's ratings or outlook.

Moody's assigned these ratings:

AB Merger Sub LLC:

  -- B1 Corporate Family Rating;

  -- B1 Probability of Default Rating;

  -- Ba3 (LGD 3, 32%) to the proposed $55 million senior secured
     revolver due 2014;

  -- Ba3 (LGD 3, 32%) to the proposed $325 million senior secured
     term loan due 2015.

The corporate and instrument ratings of AB Merger Sub will be
transferred to the continuing entity, which will be Allied
Security Holdings LLC.  Existing Allied Security corporate and
debt instrument ratings are affirmed as follows, subject to
withdrawal upon completion of the transaction:

Allied Security Holdings LLC:

  -- B2 Corporate Family Rating;

  -- B2 Probability of Default Rating;

  -- $50 million senior secured revolving credit facility due
     2009, rated Ba3 (LGD 3, 31%);

  -- $270 million senior secured term loan due 2010, rated Ba3
     (LGD 3, 31%);

  -- $179 million senior subordinated notes due 2011, rated Caa1    
     (LGD 5, 84%);

  -- The outlook for the ratings is stable.

Allied Security Holdings LLC, headquartered in King of Prussia,
Pennsylvania, is the second largest security services company in
the US and provides security services to clients in a number of
industry sectors, including commercial real estate, corporate
complexes, higher education, healthcare, residential communities,
manufacturing and distribution, financial institutions, shopping
centers and malls, government, and manufacturing and distribution
facilities.  The company employs approximately 51,000 security
officers, has 118 offices nationwide and serves a client base that
includes about 200 Fortune 500 companies in 45 states and the
District of Columbia.  The company operates under the names
"AlliedBarton Security Services" and "AlliedBarton" nationally and
as "VanElla" and "HR Plus" in the conduct of its background
verification business. For the twelve months ended June 30, 2008,
Allied Security had pro forma revenues of about $1.6 billion.
Mafco has had a substantial controlling interest in the company
since February 2003.


ACCURIDE CORP: Moody's Lowers CF Ratings to B2; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service lowered Accuride Corporation's Corporate
Family Rating to B2 from B1.  The action follows the company's
announcement of lowered earnings guidance for 2008, combined with
Moody's expectation of more limited 2009 pre-buy activity in the
North American heavy-duty truck market ahead of stricter 2010
emission control standards.  After a sharp decline in 2007, heavy
duty truck demand has been somewhat more stable in 2008, yet with
production volumes still well below historic levels, Accuride's
credit metrics are likely to remain under strain through year-end
2008.  Although heavy duty truck orders are expected to increase
somewhat in 2009 based on vehicle replacement demand and pre-buy
activity, the rate of order growth is likely to be more modest
than originally expected due to weak economic conditions in the
U.S.

The negative outlook considers that absent more robust commercial
vehicle orders, Accuride's credit metrics will remain strained
into 2009.  The company has negotiated amended financial covenants
under its bank credit facility that should provide adequate
headroom through the balance of 2008.  However, these covenants
revert back to more stringent levels in 2009, and unless financial
metrics improve, the degree of covenant cushion could narrow.
Accuride currently maintains an adequate liquidity profile
consisting of approximately $33 million of cash on hand as of June
2008 and an undrawn $125 million revolver.  Approximately
$17 million of letters of credit were outstanding at June 30,
2008. The revolver matures in January 2010.  There are no material
debt maturities over the near-term.

The rating outlook could be stabilized if there is evidence of a
material recovery in the commercial vehicle market which supports
improved interest coverage being sustained at 1.5 times, or
debt/EBITDA sustained below 5.5 times.

The ratings could be downgraded if further delays in the timing of
a meaningful sector recovery result in leverage continuing above 6
times, deteriorating interest coverage levels, sustained negative
free cash flow, or a material deterioration in the company's
liquidity profile.

Ratings lowered:

Accuride Corporation

  -- Corporate Family, B2

  -- Probability of Default, B2

  -- Senior Subordinated, Caa1 (LGD5, 81%) from B3 (LGD5, 82%)

Ratings affirmed:

Accuride Corporation

  -- Senior Secured bank credit facilities, Ba3 (LGD3, 29%)

Accuride Canada Inc.

  -- Senior secured revolving credit facility, Ba3 (LGD3, 29%)

The last rating action was on Nov. 5, 2007 at which time
Accuride's ratings were affirmed and the outlook changed to
negative.

Accuride Corporation, headquartered in Evansville, Indiana, is a
diversified North American manufacturer and supplier of commercial
vehicle components. Principal products include wheels, wheel-end
components and assemblies, truck body and chassis parts, and
seating assemblies.  Revenues in 2007 were approximately
$1.0 billion.


ALTIERI HOMES: Cuts Staff, Cancels Projects to Avert Bankruptcy
---------------------------------------------------------------
Baltimore Business Journal's Daniel J. Sernovitz reports that
Altieri Homes of Columbia is struggling to stay afloat according
to its president, Daren Altieri.  By taking the right steps, Mr.
Altieri said the company will avoid filing for Chapter 11
bankruptcy protection, the report relates.

Baltimore Business Journal says the company is facing nearly $2
million in debts to creditors across Maryland and liens on several
of its homes across the mid-Atlantic region.  Baltimore Business
Journal also notes that since April, nearly a dozen creditors have
filed claims against the company, including a $1.3 million
confessed judgment taken out in April in the York County, Pa.,
Court of Common Pleas by John H. Myers & Son Inc.  In a confessed
judgment, a party to a contract agrees in advance that if it
defaults, a judgment will be entered against it in court for the
amount of money it owes, the report relates.

The report adds that Altieri has been forced to:

   -- reduce its staff from 105 to seven employees,

   -- eliminate several communities from its pipeline, and

   -- turn over much of its construction and marketing work to
outside firms.

Baltimore Business Journal says even with those efforts, Mr.
Altieri indicated that his company does not expect to reach firm
financial footing for at least another year or more.

"If you're in the development or the building industry, you're
struggling," Baltimore Business Journal quotes Mr. Altieri as
saying.  "We've been through downturns; arguably this is the worst
one we've been through."


ARMSTRONG WORLD: Asks Court to Close Chapter 11 Case
----------------------------------------------------
Armstrong World Industries, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware to enter a final decree closing its
Chapter 11 case pursuant to Section 350(a) of the Bankruptcy Code,
Rule 3022 of the Federal Rules of Bankruptcy  Procedure, and Rule
5009-1(a) of the Local Rules of Bankruptcy Practice and Procedure
of the United States Bankruptcy Court for the District of
Delaware.  

AWI filed for bankruptcy protection on December 6, 2000.  The
Delaware Bankruptcy Court confirmed AWI's Fourth Amended Plan of
Reorganization on February 21, 2006.  

AWI notes that as of Oct. 2, 2006, the Plan Effective Date, it
commenced initial distributions to claims arising before the
Effective Date.  As AWI resolved the Disputed Claims, creditors
holding Allowed Unsecured Claims received subsequent distributions
as property held in reserve for the payment of Disputed Claims.  

As of July 29, no Disputed Claims remain in the AWI case and the
company has distributed substantially all the Reserved Funds
totaling $963,771, according to Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware.  AWI
adds that it has paid all expenses arising from the administration
of its estate, including court fees, fees under 28 U.S.C. Section
1930(a)(6), professional fees, and expenses.

"In sum, AWI's Chapter 11 case was successful as its business
operations were rationalized and balance sheet was recapitalized,"
Mr. Madron tells Judge Judith K. Fitzgerald.  

More importantly, Mr. Madron asserts, AWI's Chapter 11 case has
been "fully administered" within the language of Section 350.  He
avers that:

   * the Confirmation Order has become final and is non-
     appealable;

   * all payments required to be made under the Plan, other than
     the Reserved Funds, have been made to AWI's creditors;

   * all anticipated motions, contested matters and adversary
     proceedings have been resolved;

   * no further distributions will be made from AWI's estate; and

   * the Plan has been substantially consummated within the
     meaning of Section 1101(2).

Mr. Madron points out that the distributions yet to be made to
claimants who failed to file their addresses and tax
identification numbers do not require the AWI Chapter 11 case to
remain open until that time.  In fact, he states, allowing AWI to
close its Chapter 11 case will save the company significant
expense.  Mr. Madron cites that AWI continues to pay quarterly
fees to the U.S. Trustee, which is an unnecessary burden on the
company's estate.  

As its estate has been substantially administered, AWI further
seeks the Court's authority to terminate the consulting agreement
it entered with Wells Fargo Trumbull, formerly known as Trumbull
Services, L.L.C., as its claims agent.

                  Armstrong Submits Final Report

Pursuant to Rule 5009-1(c) of the Local Rules of Bankruptcy
Practice and Procedure of the United States for the District of
Delaware, Armstrong delivered to the Court a final report in
support of its request to close its Chapter 11 proceeding.  

Stephen J. McNamara, vice president and controller of Armstrong,
reports that the payments made to bankruptcy professionals during
the pendency of the company's Chapter 11 case aggregate
$170.6 million:

Type of Payment                                           Amount
---------------                                           ------
U.S. Trustee for Region 3                               $240,000

Financial Services for the Debtors
  Deloitte & Touche                                    12,051,629
  Klett Rooney Lieber & Schorling                             974
  Lazard Freres & Co.                                  14,290,572
  KPMG LLP                                             24,639,334

Advisors to the Debtors
  Gibbons, Del Deo, Dolan, Griffinger & Vecchione, P.C.   721,487
  Richards, Layton & Finger, P.A.                       2,584,424
  Weil Gotshal & Manges LLP                            25,746,576

Advisors to the Official Committee of Unsecured Creditors
  Navigant Consulting, Inc.                             1,816,690
  Cozen O'Connor                                          351,463
  Houlihan Lokey Howard & Zukin                         8,885,602
  Paul, Weiss, Rifkind, Wharton & Garrison LLP          6,658,015

Corporate Legal Services for the Debtors
  Buchanan Ingersoll & Rooney                             427,729
  McDermott Will & Emery                                2,149,718
  Morgan Lewis & Bockius                                  281,211
  Reed Smith LLP                                          339,479
  Womble Carlyle Sandbridge & Rice, PLLC               13,795,708

Future Representative and his Advisors
  Analysis Research Planning Corp.                      1,285,790
  Dean M. Trafelet                                      1,443,354
  Kaye Scholer                                          5,905,297
  Peter J. Solomon                                      5,069,360
  Wolf, Block, Schorr & Solis-Cohen LLP                     5,732
  Young Conaway Stargatt & Taylor, LLP                    762,220

Asbestos Claimants' Committee Members and their Advisors
  Ashby & Geddes, P.A.                                     80,858
  Campbell & Levine, LLC                                  859,541
  Caplin & Drysdale                                     3,431,025
  Elizabeth Warren                                            675
  L. Tersigni Consulting, P.C.                          3,579,677
  Legal Analysis Systems                                1,129,051
  Baron & Budd, P.C.                                        9,671
  Cooney & Conway                                           5,038
  Goldberg, Persky, Jennings and White PC                   5,434
  Kazan, McClain, Edises, Abrams, Fernandez                 7,601
  Ness, Motley, Loadholt, Richardson & Poole, PA           21,766
  Peterson Consulting                                     502,313
  Richard Glasser                                           1,939
  Robert Jacobs                                               216
  Weitz & Luxemborg                                         4,419

Advisors to Debtors on Asbestos-related issues
  Church Loker Radcliffe & Silver PA                      155,151
  Dr. Hughson                                              42,607
  Dyanki Inc.                                             298,060
  Feinberg Group, LLP                                   2,427,277
  Fowler Associates                                         2,213
  Kasowitz, Benson, Torres & Friedman LLP               1,511,627
  Kirkland & Ellis LLP                                  1,757,674
  NERA -- Dr. Dunbar                                      956,043
  Price Associates, Inc.                                  130,703
  Spriggs & Hollingsworth                               2,600,889
  Winston & Strawn LLP                                    100,503

Insurance Recovery
  Covington & Burling LLP                               3,279,322
  Dickstein Shapiro Morin & Oshinsky LLP                1,124,854
  Gilbert Heintz & Randolph LLP                         1,859,412

Noticing Programs
  Burson-Marsteller                                       212,682
  Kinsella Communications Ltd.                          2,831,956
  Sitrick And Company                                      70,000

Claims Processing
  PricewaterhouseCoopers, Inc.                            193,970
  Trumbull Services LLC                                 2,770,500

Advisors to Property Damage Committee
  Klehr, Harrison, Harvey, Branzburg & Ellers LLP       2,707,993
  Reich and Binstock                                        1,461

Advisors to Debtors on Tax and Compensation Benefits
  Arthur Andersen LLP                                     640,356
  Dechert LLP                                           1,354,414

Asbestos Personal Injury Trust
  Anne Ferazzi, Asbestos PI Trustee                       243,400
  Harry Huge, Asbestos PI Trustee                         399,410
  Keating, Muething and Klekamp                           497,641
  Lewis Stifford, Asbestos PI Trustee                     391,295
  Paul Knuff, Asbestos PI Trustee                         196,585
  Thomas Tully, Asbestos PI Trustee                       249,975

Court Administrative Fees
  Budd Larner Gross Rosenbaum Greenberg & Sade             31,078
  C. Judson Hamlin                                          6,717
  David Gross                                              16,494
  Francis E. McGovern                                      17,471
  John E. Keefe                                             9,888
  Warren H. Smith and Associates, P.C.                    975,488
  William A. Dreier                                         8,064

Other
  American Appraisal                                    1,184,368
  Expenses Paid on Nitram's Behalf                        324,669    
                                                     ------------
       TOTAL                                         $170,673,798
                                                     ------------

Mr. McNamara notes that the costs of administering Nitram
Liquidators, Inc., and Dessaux Corporation of North America were
subsumed by Armstrong.  On behalf of Nitram and Desseaux,
Armstrong paid the U.S. Trustee $110,316 in fees and $30,000 as
prepayment of fees for third quarter of 2008.

                       Claim Distributions

Mr. McNamara updates the Court on the distributions made or to be
made to claimants under Armstrong's Fourth Amended Plan of
Reorganization:

   Class  Type of Claim               Distribution
   -----  -------------               ------------
     1    Priority Claims             Paid in full.

     2    Secured Claims              Reinstated.
    
     3    Convenience Claims          Paid in cash equal to 75%
                                      of the allowed amount of
                                      the claim.

     4    Asbestos Property           Resolved under the Global
          Damage Claims               Asbestos PD Settlement.
    
     5    COLI Claims                 Reinstated.

     6    Unsecured Claims other      Pro Rata Share of (a)34.43%
          than Convenience Claims     of the New Common Stock,
                                      (b) 34.43 of the first
                                      $1,500,000,000 of(x) up to
                                      $300,000,000 of Available
                                      Cash and (y) the principal
                                      amount of Plan Notes and
                                      144A Offering Proceeds, (c)
                                      60% of the next $50,000,000
                                      of the remaining Available
                                      Cash, (d) 60% of the
                                      remaining amount of Plan
                                      Notes and 144A Offering
                                      Proceeds to the extent that
                                      Available Cash in (z) is
                                      less than $50,000,000, and
                                      (e) 34.43% of the remaining
                                      Available Cash and Plan
                                      Notes and 144A Offering
                                      Proceeds.

     7    Asbestos Personal Injurys   Channeled to the Asbestos
          Claims                      PI Trust.

     8    Environment Claims          Treated as an Allowed
                                      Secured Claim to the extent
                                      it becomes Allowed prior to
                                      the Distribution Date.

     9    Affiliate Claims            Reinstated

    10    Subsidiary Debt Guarantee   Reinstated

    11    Employees Benefit Claims    Reinstated

    12    Equity Interests            Interests cancelled; no
                                      distributions made.

                          Reserved Funds

Substantially all claims distributions required as of July 24,
2008, under the Plan have been made, the company maintains.  
Armstrong has been unable, however, to make distributions to
claimholders who have failed to provide the company with a valid
address and taxpayer identification number.  Armstrong has thus
reserved $963,761 for payment to these claimholder to the extent
they provide the requisite information.

All matters to be completed upon the Plan Effective Date have been
fulfilled or completed, Mr. McNamara assures the Court.

                       About Armstrong World

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. (NYSE:AWI) -- http://www.armstrong.com/-- ,   
designs, manufactures and sells flooring products and ceiling
systems around the world.  It also designs, manufactures and sells
kitchen and bathroom cabinets.  Its business segments include
resilient flooring, wood flooring, building products and cabinets.
On Dec. 6, 2000, it filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court.  On Aug. 18, 2006, it emerged from
Chapter 11.  On April 3, 2006, Armstrong World acquired HomerWood
Inc.  On May 1, 2006 it acquired Capella Engineered Wood LLC, and
its parent company, Capella Inc.  On March 27, 2007, it entered
into an agreement to sell the principal operating companies in its
European textile and sports flooring business segment to
Tapijtfabriek H. Desseaux N.V. and its subsidiaries.  These
businesses were classified as discontinued at Oct. 2, 2006.


ARMSTRONG WORLD: Nitram, Desseaux Want Chapter 11 Cases Closed
--------------------------------------------------------------
Nitram Liquidators, Inc., and Desseaux Corporation of North
America ask the U.S. Bankruptcy Court for the District of Delaware
to enter a final decree closing their Chapter 11 cases pursuant to
Section 350(a) of the Bankruptcy Code, Rule 3022 of the Federal
Rules of Bankruptcy Procedure, and Rule 5009-1(a) of the Local
Rules of Bankruptcy Procedure of the United States Bankruptcy
Court for the District of Delaware.  

Nitram and Desseaux filed their Chapter 11 cases on December 6,
2000. The Bankruptcy Court confirmed their First Amended Joint
Plan of Liquidation on December 17, 2007.  

Nitram and Desseaux made an initial distribution to holders of
unsecured claims on March 21, 2008.  Nitram and Desseaux will
commence a distribution, on a final basis, on September 21, 2008.  

As of July 29, 2008, there are no remaining disputed claims in the
Chapter 11 cases of Nitram and Desseaux, Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, relates.

"Nitram and Desseaux's Chapter 11 cases have been 'fully
administered' as required under Section 350(a)," Mr. Madron tells
the Court.  

He cites that with respect to Nitram and Desseaux:

   -- the Confirmation Order has become final and is non-
      appealable;

   -- all payments required to be made under the Plan, other
      than the payments to be made under the Final
      Distribution, have been made to the creditors of Nitram
      and Desseaux;

   -- all anticipated motions, contested matters and adversary
      proceedings have been resolved; and

   -- the Plan has been substantially consummated pursuant to
      Section 1102(2) of the Bankruptcy Code.

Mr. Madron asserts that even if the Plan precludes Nitram and
Desseaux from commencing a Final Distribution until September 21,
it does not require their Chapter 11 cases to remain open until
that Final Distribution is made.  He contends that allowing Nitram
and Desseaux to close their Chapter 11 cases will permit them to,
after the Final Distribution is made, dissolve their business
entities.  Furthermore, distribution of the corporations is
appropriate as Nitram and Desseaux are not conducting business, he
says.  

The Court will convene a hearing on September 2, 2008 to consider
the request.  Objections are due August 18.

               Nitram, Desseaux Submit Final Report

On behalf of Nitram and Desseaux, Stephen F. McNamara, vice-
president and controller of Armstrong World Industries, Inc.,
delivered to the Court a final report detailing the distributions
made by Nitram and Desseaux under their First Amended Joint Plan
of Liquidation:

   Class and Type of Claim     Distribution
   -----------------------     ------------
     1 Priority Non-Tax Claims Paid in full

     2 Secured Claims          Allowed Secured Claims holders
                               are entitled to pursue any
                               remedies under applicable law
    
     3 Unsecured Claims        Pro-rata share of available cash
                               after the payment of Allowed
                               Administrative Expenses, Allowed  
                               Priority Tax Claims, Allowed
                               Priority Non-Tax Claims, and
                               statutory fees pursuant to the
                               Plan, and establishment of
                               reserves for Disputed (a)
                               Administrative Expenses, (b)    
                               Priority Tax Claims, and (c)
                               Priority Non-Tax Claims.

     4 Nitram PI Claims        Entitled either to (a) remain in
                               Class 4 and have limited
                               recovery on account of an
                               Allowed Nitram PI Claim, or (b)
                               treat the Nitram PI Claim as a
                               Class 3 unsecured claim under
                               the Plan.

     5 Affiliate Claims        Pro Rata Share of available cash
                               after the payment in full of all
                               Allowed Claims.

     6 Equity Interests        No distributions made.

Nitram and Desseaux have made an initial distribution, totaling
$84,799, to unsecured claim holders.  Pursuant to the Liquidation
Plan, Nitram and Desseaux are precluded from distributing the
remaining portion of the funds to unsecured claim holders until
September 21, 2008, according to Mr. McNamara.

No trustee or examiner was appointed in Nitram's and Desseaux's
Chapter 11 cases.  Thus, no fees were incurred in respect of a
trustee or trustee's counsel.  

Moreover, Nitram and Desseaux emphasize that they have paid all
required fees due under Section 1930 of the Judicial and Judiciary
Procedures Code.

All matters to be completed upon the Plan Effective Date have been
fulfilled or completed, Mr. McNamara assures the Court.

                       About Armstrong World

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. (NYSE:AWI) -- http://www.armstrong.com/-- ,   
designs, manufactures and sells flooring products and ceiling
systems around the world.  It also designs, manufactures and sells
kitchen and bathroom cabinets.  Its business segments include
resilient flooring, wood flooring, building products and cabinets.
On Dec. 6, 2000, it filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court.  On Aug. 18, 2006, it emerged from
Chapter 11.  On April 3, 2006, Armstrong World acquired HomerWood
Inc.  On May 1, 2006 it acquired Capella Engineered Wood LLC, and
its parent company, Capella Inc.  On March 27, 2007, it entered
into an agreement to sell the principal operating companies in its
European textile and sports flooring business segment to
Tapijtfabriek H. Desseaux N.V. and its subsidiaries.  These
businesses were classified as discontinued at Oct. 2, 2006.


ASARCO LLC: Parties Balk at Intercompany Claim-Filing Extension
---------------------------------------------------------------
Asarco Incorporated and Americas Mining Corporation object to the
proposed extension of the deadline for filing intercompany
claims to the extent the U.S. Bankruptcy Court for the Southern
District of Texas extends the Intercompany Claims Bar Date between
all ASARCO LLC debtors, including any Debtors' claims against the
2006 Debtors -- SP Holdings, LLC, AR Sacaton, LLC, and ASARCO
Exploration Company, Inc.

Asarco Inc. and AMC point out that the deadline to file
intercompany claims against the 2006 Debtors expired on May 21,
2007.  Because the 2006 Debtors' Bar Date has passed, the Debtors
may not extend the 2006 Debtors' Bar Date by stipulation, Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, asserts.

Accordingly, Asarco Inc. and AMC ask the Court to direct the
Debtors to revise the proposed stipulation to exclude the
2006 Debtors' Bar Date from any extension.

                         About ASARCO LLC

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

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

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

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

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


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.


BICENT POWER: S&P Removes B, BB Ratings from CW Negative
--------------------------------------------------------
Standard & Poor's Ratings Services removed its 'BB-' issue-level
rating on Bicent Power LLC's first lien loans and its 'B-' rating
on the company's second lien loans from CreditWatch with negative
implications, where it was placed July 24, 2008.  The outlook is
stable. The first-lien term loan has a '2' recovery rating,
indicating the expectation for substantial (70% to 90%) recovery
of principal if a payment default occurs, and the second-lien term
loan has a '6' recovery rating, indicating the expectation for
negligible (0% to 10%) recovery.

"The CreditWatch listing was largely a reflection of the
operational issues at the Hardin coal burning facility, which is
the source for more than 50% of the company's contracted cash
flows available for servicing debt," said Standard & Poor's credit
analyst Terrence Marshall. "Equipment failures led to a forced
outage in December of 2007. A temporary repair allowed the plant
to run, but with a sustained reduction in output. Normal plant
operations were restored in late July of 2008."

S&P expects the impact of the CreditWatch placement on second
quarter financials to be small, assuming the successful receipt of
reimbursement insurance claims to cover repairs and lost revenues.

Bicent Power is a special-purpose, bankruptcy-remote operating
company formed in 2007 to acquire independent power producer
Centennial Power, LLC, including its 603 megawatt (MW) coal, gas,
and wind generation portfolio, as well as its power plant
operations and construction firm, Colorado Energy Management, LLC
(CEM). Bicent Power is 100% indirectly owned by affiliates of
power industry investment firm Beowulf Energy LLC (16.7%) and
Natural Gas Partners VIII L.P. (83.3% of shares), which is one of
eight private equity funds of oil and gas investment firm Natural
Gas Partners LLC that together represent $2.9 billion in
commitments. The members own their interests in Bicent Power
through a holding company, Bicent RF LLC, and its wholly owned
subsidiary, intermediate holding company Bicent Funding LLC.
Bicent Power meets Standard & Poor's ring-fencing criteria for
special-purpose entities, including the provision of an
independent director and a nonconsolidation opinion.


BLACK GAMING: Moody's Cuts Corporate Family Rating to Caa3
----------------------------------------------------------
Moody's Investors Service downgraded Black Gaming LLC's corporate
family rating and probability of default rating to Caa3 from Caa1.
It also downgraded the rating of the 9% senior secured notes to
Caa2 from B3 and the rating of the 12.75% senior subordinated
notes to Ca from Caa3.  The SGL-4 rating was affirmed and the
rating outlook remains negative.  The rating actions reflect
Moody's view that Black Gaming's operating performance has
deteriorated more sharply than anticipated earlier this year in
persistently weak market conditions, creating liquidity pressures
to such an extent that a default of payment or a distressed
exchange transaction could materialize in the next twelve months.

Moody's believes that the challenges that the gaming market in
Mesquite, Nevada has faced over the last few months intensified in
the second quarter of 2008.  The significant slow down in consumer
discretionary spending associated with the drop in home equity
value and weakening real income is sharply impacting the company's
revenues and EBITDA.

Although the company renewed its revolving credit facility in June
2008, the rating agency believes that Black Gaming could find it
challenging to remain in compliance with its minimum EBITDA
covenant and continue to meet its debt service obligations in the
next twelve months, also considering that the 12.75% senior
subordinated notes will start paying a cash interest on July 15,
2009.

Ratings Downgraded:

  -- Corporate family rating to Caa3 from Caa1

  -- Probability of default rating to Caa3 from Caa1

  -- 9% senior secured notes rating to Caa2 from B3 (LGD
     assessment changed to LGD3/37% from LGD3/39%)

  -- 12.75% senior subordinated notes rating to Ca from Caa3 (LGD
     assessment changed to LGD5/87% from LGD5/88%)

Black Gaming owns and operates the CasaBlanca, the Oasis, and the
Virgin River casino hotels in Mesquite, Nevada, located
approximately 80 miles north of Las Vegas, Nevada. The company
also owns the Virgin River Convention Center (formally known as
the Mesquite Star Hotel and Casino), which is currently used as a
special events center. Net revenues were approximately $156
million in the last twelve months ended March 31, 2008.


BONNETTE & PICARD: Case Summary & Three Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Bonnette & Picard, LLC
        381 Main Street
        Nashua, NH 03060

Bankruptcy Case No.: 08-12233

Chapter 11 Petition Date: Aug. 5, 2008

Court: District of New Hampshire (Manchester)

Debtors' Counsel: Steven M. Notinger, Esq.
                   (nontrustee@donchessnotinger.com)
                  Donchess & Notinger PC
                  547 Amherst Street, Ste. 100
                  Nashua, NH 03063
                  Tel: (603) 886-7266
                  Fax: (603) 886-7922
                  http://donchessnotinger.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

            http://bankrupt.com/misc/nhb08-12233.pdf


BOSCOV'S INC: DIP Funding Gets Initial OK, 1st-Day Motions Granted
------------------------------------------------------------------
Boscov's Department Store LLC, Boscov's Inc.'s subsidiary,
disclosed that the Debtors received approval of their first-day
motions at a hearing on Tuesday, Aug. 5, 2008, before Judge Kevin
Gross of the U.S. Bankruptcy Court for the District of Delaware.

Judge Gross granted interim approval for the company to access its
$250 million Debtor-in-Possession financing, pending a hearing on
final approval later this month.  The DIP facility will allow
Boscov's to normalize vendor relationships, ensuring a healthy
merchandise flow as the company prepares for the important back-
to-school and holiday selling seasons.  The DIP facility will
provide Boscov's with adequate working capital to meet its ongoing
financial obligations during the restructuring.

The first-day orders granted by the Court will ensure the
continued smooth operation of Boscov's business and store
operations going forward.  The Court entered numerous orders,
which will facilitate the continuation of ongoing employee
programs, including payment of active employee salaries, insurance
and other healthcare benefits, workers' compensation programs,
401(k) contributions and other benefits.  Customer programs were
authorized by the Court to continue uninterrupted, as honoring
gift cards, product warranties and bridal registries.  The Court
also granted certain relief for the payment of existing creditors,
including utilities, taxing authorities, various logistics and
transportation providers, well as payments for goods shipped by
vendors prior to the bankruptcy filing, but not received by
Boscov's until after the filing.

"The approval of the first-day orders is an important step in the
restructuring process as it will enable us to normalize our
relationships with vendors and to continue to provide our
customers with the wide selection, great prices and warm
personalized service for which Boscov's is known," said Ken Lakin,
chairman and CEO.  "We have been heartened by the expressions of
support Boscov's has received from our customers, vendors and the
communities Boscov's serves and we will be working with our
creditors and others to move forward quickly with the hope of
filing a Plan of Reorganization by late October."

Boscov's also received Court approval for auction procedures to
select a liquidation firm to assist with store-closing sales.
Judge Gross set an August 12 auction, succeeded by an August 14
sale hearing.  Going-out-of-business sales at the
10 underperforming stores Boscov's has slated for closing are
expected to begin on August 15.

                        About Boscov's Inc.

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

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No.: 08-11637)
Daniel J. DeFranceschi, Esq. at Richards Layton & Finger and L.
Katherine Good, Esq. at Richards, Layton & Finger, P.A. represent
the Debtors in their restructuring efforts.  The Debtors'
financial advisor is Capstone Advisory Group and their investment
banker is Lehman Brothers Inc.  The Debtors disclosed estimated
assets of $500 million to $1 billion and estimated debts of
$100 million to $500 million.


BRUCE PLASTICS: Various Assets to be Auctioned August 20
--------------------------------------------------------
Bruce Plastics, Inc.'s assets will be auctioned on Aug. 20, 2008,
at 8:00 a.m. to 10:00 a.m., at 103 Clemson Research Boulevard in
Anderson, South Carolina.

The assets for sale include injection molding machines ranging in
size from 39 tons (1.6 oz) to 700 tons (110 oz). Bruce's equipment
includes 66-ton (7.7 oz) vertical molding machines that are
particularly suitable for insert molded components.  Robots,
Machines, Grinders, Cranes, Bridgeport and other tools are also
available.

Details of the auction include:

Inspection: Tuesday, August 19, from 9:00 a.m. to 5:00 p.m. and
            8:00 a.m. day of sale.

Registration: Cash, cashier's check, or bank letter of credit
              guaranteeing full amount of purchase plus valid ID
              or driver's license required to register.  Drivers
              licenses will be copied and copies destroyed or
              returned after purchases have been paid in full.
              Online bidders have additional registration
              requirements.

Terms: All items must be paid for in full by end of auction with    
       cash, cashier's check, or wire transfer with bank letter of
       credit accompanying and guaranteeing the maximum amount of
       your payment.

Removal: No items may be removed during the auction.  No items may
         be removed until payment in full in cash is received.
         Buyers are responsible for all aspects of removal.  Most
         items must be removed following the auction and no later
         than August 26. Larger items that require AA Machinery
         can take place until Friday, September 12.

Riggers: Due to time and safety constraints it is necessary to
         coordinate all machinery removal thru one rigging
         company. The company selected is A&A Machinery Moving --
         http://www.aamachinery.com/. It is simply not possible  
         to vacate the building in the time required if multiple
         companies are operating.  Contact Steve Gola at (215)
         783-0503 or e-mail him at sgola@aamachinery.com for a
         quote.

Sales Tax: A 6% sales tax will be added to all items sold unless
          proper tax exempt forms are brought with you to the
          auction, no exceptions.

Buyer's Premium Fee Added:  All items sold onsite at this auction
                            will be sold with a 10% buyer's
                            premium fee added to the winning bid.  
                            Successful online bidders will be
                            charged a 13% buyer's premium fee.

See -- http://www.auctionEbid.com/-- or e-mail Scott Schwartz  
through scott@auctionEbid.com or call (404) 550-3490, or e-mail
Rick Sammons through rick@auctionEbid.com or call (770) 490-0798.

                         About Bruce Plastics

Bruce Plastics, Inc. is a plastic injection molding company.  
Established in 1952, Bruce was supplier of both custom molded and
standard components to leading OEM companies.


C19-1 SHOTWELL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: C19-1 Shotwell, LLC
        [no address provided]

Bankruptcy Case No.: 08-14990

Chapter 11 Petition Date: August 5, 2008

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Marc S. Stern, Esq.
                  (marc@hutzbah.com)
                  1825 Northwest 65th Street
                  Seattle, WA 98117
                  Tel: (206) 448-7996

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

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

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


CABLEVISION SYSTEMS: Mulls Strategic Alternatives, to Spinoff Biz
-----------------------------------------------------------------
The Wall Street Journal reports that Cablevision Systems
Corporation is considering its strategic options, including
spinning off one or more of its businesses.  

In a press statement, Cablevision Systems said that its board of
directors has authorized the company's management to explore
several strategies to bring the market value of the company's
common stock closely in line with the underlying operating
performance of the company.  The board authorized the company to
take all actions necessary or desirable to evaluate and establish
a policy with respect to regular quarterly dividends or stock
buybacks as promptly as practicable.

As part of this strategic review, the board authorized the company
to explore the spin-off of one or more businesses and other
potential strategies.

The move which resulted from failed attempts to go private, WSJ
states, could result in such assets as Madison Square Garden, the
New York Knicks basketball team and the Rainbow television network
going on the block.

According to WSJ, the step is a "sharp about-face for a company
that is frequently criticized for not being friendly to
shareholders".

WSJ added that the action comes after president and chief
executive James L. Dolan's indication that the company might be
more vigilant about shareholder interests.  

"We are highly confident of the strength of our underlying
businesses and our operating performance," Mr. said.  "As we
indicated last week we have a strong desire to close the value gap
between our operating performance and the market value of our
shares and, therefore, we will be actively looking at options to
accomplish that."

The company will retain investment banking firms and such other
advisors as necessary to pursue the strategic options.

WSJ indicated that investors welcomed Tuesday's news, sending
shares 8.75% higher to $28.20 in 4 p.m. New York Stock Exchange
composite trading.  

                  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.

On June 2, 2008, TCR said that 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.


CABLEVISION SYSTEMS: S&P Says Strategic Initiative Won't Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Cablevision Systems
Corp.'s (BB/Negative/--) announcement that it will "explore
several strategies for bringing the market value of the company's
common stock more closely in line with the underlying operating
performance of the company" does not have an immediate effect on
the ratings or outlook on Cablevision or its subsidiaries. The
Bethpage, N.Y.-based company's Board of Directors has authorized
Cablevision to evaluate alternatives, including instituting a
regular dividend, stock buybacks, or the spin-off of one or more
business units.

S&P notes that the company's history of various shareholder-
friendly actions, both proposed  and realized, has long been a
limiting rating factor. Financial policy considerations constrain
the rating despite the solid business position of the company's
core cable TV business. Cablevision's more than 3 million
metropolitan New York cable subscribers are particularly well
clustered and post some of the best operating parameters in the
industry. While the announcement of the company's strategic
initiative does not immediately affect ratings, should Cablevision
ultimately decide to undertake a major action as a result of this
initiative, S&P will examine the specifics of that action to
evaluate the potential impact on the company's ratings.


CAPTEC FRANCHISE: Fitch Puts 'B/DR1' Rated Trust Under Neg. Watch
-----------------------------------------------------------------
Fitch Ratings has placed these classes in Captec Franchise Loan
Receivables Trust 1998-1 on Rating Watch Negative:

  -- Class A-3 rated 'BBB';
  -- Class B rated 'B/DR1'.

The Rating Watch Negative placements are due to a large obligor
within the transaction recently filing for Chapter 7 bankruptcy.  
Currently, the defaulted obligor represents 20% of the 1998-1
pool.  The bankruptcy proceedings are in their early stages, and
limited information is available as to potential recoveries and
the resulting impact on the transaction.  As bankruptcy
proceedings continue and the collateral sites are marketed and
sold, Fitch expects to have a better expectation as to the
severity of potential losses on the outstanding loan balances.  
This information will be instrumental in Fitch's review of the
rating watch status on the affected classes.


CARIBBEAN RESTAURANTS: Moody's Confirms CF Rating at Caa1
---------------------------------------------------------
Moody's Investors Service assigned B3 (LGD3, 39%) Rating to
Caribbean Restaurants LLC's proposed $149 million senior secured
2nd lien notes due 2012, while affirming its Corporate Family  
Rating of Caa1, Probability of Default Rating of Caa1, and
$210 million senior secured credit facilities of B2 (Rating on the
bank debt will be withdrawn subsequently upon closing). The Rating
outlook is stable.  Moody's does not rate the new revolver.
Moody's also notes that the Rating assignment is subject to a
review of the final documentation.

The proposed capital structure is the result of the company's
intended refinancing of its existing bank credit facilities due
2009 ($30 million revolver and $180 million term loan,
$140 million outstanding as of April 2008), with a $149 million
senior secured 2nd lien notes to be issued as 144A private
placement with no registration rights and a new $30 million 1st
lien senior secured revolving credit facility due 2012.

The affirmation of CFR to Caa1 recognizes the potential
improvement in liquidity upon the transaction closing, in
particular, the refinancing will extend the debt maturity into
2012 and the revolver is anticipated to be structured with one
financial covenant on minimum EBITDA. However, these benefits
would be offset by the incremental interest burden arising from
higher coupon on the proposed notes which is expected to be
sizable relative to the company's EBITDA generation (25-30%
increase from its current level per Moody's estimate).

The B3 Rating on the senior secured notes reflects the facilities'
perfected second lien priority security interest in substantially
all the assets of the company well as guarantee provided by its
parent and subsidiaries.  The B3 Rating on the facilities benefits
from their priority position in the capital structure relative to
its substantial junior debt obligation such as $73.5 million
subordinated notes, lease obligation and trade payables.

The Rating action is:

Caribbean Restaurants LLC

  -- Rating assigned:

$149 million senior secured second lien notes due 2012 -- B3
(LGD3, 39%)

  -- Rating affirmed:

     Corporate Family Rating at Caa1

     Probability of Default Rating at Caa1

$210 million senior secured credit facilities due July 2009 at B2
(LGD3, 32%)

  -- Rating outlook: stable

Caribbean Restaurants LLC, through an exclusive territorial
development agreement with Burger King Corporation, is the sole
franchisee of Burger King restaurants in Puerto Rico with
approximately 172 units as of fiscal year-end April 30, 2008.


CENTRAL ILLINOIS: Court Converts Case to Chapter 7 Liquidation
--------------------------------------------------------------
The Hon. Thomas Perkins of the United States Bankruptcy Court for
the Central District of California converted the Chapter 11 case
of Central Illinois Energy LLC to a Chapter 7 liquidation
proceeding, Erik Larson of Bloomberg News reports.

According to Bloomberg, the move paves the way for the remaining
assets of the Debtor to be sold and the proceeds to be distributed
to creditors under a trustee's supervision.  Judge Perkins ruled
that Central Illinois must liquidate in court rather than
restructure, the report says.

On July 17, 2008, Nancy Gargula, the U.S. Trustee for Region 16,
filed a motion seeking to convert the Debtor's Chapter 11 case,
saying its reorganization was being delayed by litigation over
conflict of interest among its board of directors, the report
relates.

"This debtor has neither the intention, nor the ability, to
rehabilitate," Bloomberg quoted the U.S. Trustee as saying.  The
U.S. Trustee said in a court document that the legal disputes are
causing a diminution of the estate assets to the detriment of
creditors, the report adds.

As reported in the Troubled Company Reporter on April 28, 2008,
the Court approved the sale of substantially all of the Debtor's
assets to New CIE Energy Opco LLC for $80,000,000 under an asset
purchase agreement dated April 23, 2008.

Under the agreement, New CIE Energy will assume all executory
contracts for all mechanics liens of at least $25,000,000, Ethanol
Producer Magazine reports.  New CIE Energy will complete the
unfinished ethanol plant in Canton, Illinois to cost at most
$30,000,000, as part of the deal.

A full-text copy of the Asset Purchase Agreement dated April 23,
2008, is available for free at:

               http://ResearchArchives.com/t/s?2b3c

Based in Canton, Illinois, Central Illinois Energy LLC --
http://www.centralillinoisenergy.com/-- operates a 37-million
gallons-per-year ethanol plant.  The Debtor filed for Chapter 11
protection on Dec. 13, 2007 (Bankr. C.D. Ill. Case No 07-82817).
Barry M. Barash, Esq., at Barash & Everett, LLC, represents the
Debtor in its restructuring efforts.  The U.S. Trustee for Region
10 has not appointed creditors to serve on an Official Committee
of Unsecured Creditors in this case.  When the Debtor filed for
protection from its creditors, it listed assets between $1 million
to $100 million, and more than $100 million in liabilities.


CHARYS HOLDING: Files Reorganization Plan and Disclosure Statement
------------------------------------------------------------------
Charys Holding Co., Inc. and Crochet & Borel Services, Inc.
submitted to the U.S. Bankruptcy Court for the District of
Delaware its joint plan of reorganization and accompanying
disclosure statement.

The plan represents a compromise and settlement of various
significant claims against Charys Holding and its affiliates that
benefits all of its creditors.  The plan settlement seeks to
preserve value of the plan proponents for the creditors and
recognize that an 8.75% senior convertible notes have direct
guarantee claims against the Debtors that would significantly
reduce, if not eliminate, any value for the creditors.  In
addition, the plan settlement addresses other significant claims,
including the holders of certain Mirror Notes, Lori Mitchell,
Matthew Mitchell, Carrol Castille and Cotton (Cotton Commercial
USA, Inc.) Sellers.

             Treatment of Claims Against Charys Holding

A. Administrative Expense Claims

Each administrative expense claim will be paid in full, in cash,
by the applicable liquidating trustee on the later of the
effective date of the plan.  Claims incurred in the ordinary
course of business will be paid when due in the ordinary course of
business.

B. Professional Compensation and Reimbursement Claims

Each professional compensation and reimbursement claim will be
paid in full the applicable liquidating trustee, in cash.

C. Indenture Trustee Fees

The indenture trustee fees will be paid in full, in cash, by New
Holdco (a new Delaware corporation to be formed) on the effective
date.

D. Priority Tax

Priority tax claims will either be (i) paid in full, in cash by
the liquidating trust, on the effective date or (ii) paid in full,
in cash over a period not exceeding five years in equal annual
cash payments with interest.

E. Class 1 -- Other Priority Claims

Ohter priority claims against Charys Holding will be paid in full,
in cash by the Charys Liquidating Trust on the later of the
effective date, the due the claim is allowed, or the date for
payment provided by any agreement with the holder of the claim.

F. Class 2 -- Secured Tax Claims

Secured tax claims against Charys Holding will either (i) be paid
in full, in cash, on the later of the effective date or the date
the claim is allowed, (ii) receive equal annual cash payments
commencing on the effective date in the aggregate amount equal to
the allowed secured tax claim, or (iii) receive deferred cash
payments upon the other terms determined by the bankruptcy court.  
All payments will be made by a Charys Liquidating Trust.

G. Class 3 -- Secured Working Capital Facility Claims

Each secured working capital facility claim against Charys Holding
will either (i) be paid in full, in cash, (ii) receive proceeds
from a sale of collateral securing the claim, (iii) receive
collateral securing the claim, or (iv) receive other distributions
as necessary to satisfy Section 1124 of the U.S. Bankruptcy Code.  
All payments will be made by the Charys Liquidating Trust.

H. Class 4 -- Other Secured Debt Claims (about $8.2 million)

Each other secured debt claim will either (i) be paid in full, in
cash, (ii) receive the proceeds from a sale of collateral securing
the claim, (iii) receive the collateral securing the claim, or
(iv) receive other distribution.  All payments will be made by the
Charys Liquidating Trust.

I. Class 5 -- Cotton Seller Note Claims (about $5.4 million)

Each holder of a cotton seller note claim will receive a treatment
provided for in a cotton settlement agreement.

J. Class 6 -- CTSI/MSAI Seller Note Claims (about $10 million)
              and Mirror Note Claims (about $8 million)

Each holder of a CTSI/MSAI (Complete Tower Sources, Inc./Mitchell
Site Acq., Inc.) seller note claims will receive treatment
provided for in the CTSI/MSAI settelement agreement.  Each holder
of a mirror note claim wll receive its (i) class 6/7 pro-rata
share of new secured notes, (ii) its class 6/7 pro-rata share of
94% of new equity interests and (iii) its class B Charys
Beneficial Interest in the Charys Liquidating Trust.

K. Class 7 -- 8.75% Senior Convertible Note Claims
              (about $210 million)

Each holder of an 8.75% senior convertible note claim will
receive, in accordance with restructuring transactions, (i) its
class 6/7 pro-rata share of new secured notes, (ii) its class 6/7
pro-rata share of 94% of new equity interests, and (iii) its class
B Charys Beneficial Interest in the Charys Liquidating Trust.

L. Class 8 -- General Unsecured Claims (about 55.6 million)

Each holder of a general unsecured claim against Charys Holding
will receive its Class B Charys Beneficial Interest in the Charys
Liquidating Trust.

M. Class 9 -- Subordinated Debt Claims (about $15 million)

Holders of subordinated debt claims against Charys Holding will
not receive any distribution.

N. Class 10 -- Securities Claims

Holders will not receive any distribution.

O. Class 11 -- Equity Interests in Charys Holding

Holders will not receive any distribution.

             Treatment of Claims Against Crochet & Borel

A. Class 1 -- Other Priority Claims

On the later of the effective date and the date the claim becomes
allowed, each other priority claim against C&B will be pain in
full, in cash by the C&B Liquidating Trust.

B. Class 2 -- Secured Tax

Each secured tax claim against C&B will either (i) be paid in
full, in cash, on the later of the effective date or the date the
claim is allowed, or (ii) be paid in full, in cash, over a period
not exceeding five years.  Payments will be made by the C&B
Liquidating Trust.

C. Class 3 -- Other Secured Claims

On the later of the effective date or the date the claim becomes
allowed, each other secured claim against C&B will receive the
proceeds from a sale of collateral.  Payments will be made by the
C&B Liquidating Trust.

D. Class 4 -- C&B 8.75% Senior Convertible Note Claims
              (about $210 million)

No distribution.

E. Class 5 -- C&B Securities Claims

No distribution.

F. C&B Equity Interests

No distribution.

                         Prepetition Debts

A. 8.75% Senior Convertible Notes Due 2012

In February 2007, Charys Holding issued $201.2 million in original
principal amount of 8.75% senior convertible notes due 2012,
pursuant to a certain indenture dated as of Feb. 16, 2007.  The
Bank of New York Mellon Truts Company, NA, formerly The Bank of
New York Trust Company, NA, serves as trustee to the notes.  
Proceeds of the notes were used toward certain payments due in
respect of certain seller notes, to refinance other debts,
complete acquisitions and for working capital and other general
corporate purposes.  The obligations under the notes are
guaranteed by each of the Debtors.

B. Mirror Notes

In connection with the acquisitions of MSAI and CTSI, Charys
Holding issued 8.75% senior convertible notes due 2012 to Lori
Mitchell, Matthew Mitchell, and Carrol Castille, also known as
mirror notes.  The mirror notes containted terms similar to those
contained in the 8.75% senior secured notes and in the indenture.

C. Seller Notes

Charys Holding is curently obligated on notes aggregating
$80 million, issed in connection with certain acquisitions.

In connection with an acquisition of C&B, Charys Holding issed a
$77.8 million note to Troy Crochet.  On April 13, 207, Charys paid
$31.1 million on the C&B note.  The remaining balance is
$46.8 million.  Mr. Crochet has asserted that the C&B note is
secured by certain of the Debtors' assets.

However, the Debtors believe that any security interests claimed
by Mr. Crochet are either invalid, unenforceable, or avoidable.  
The Debtors also believe they have other claims against Mr.
Crochet and with respect to the C&B note.  The obligations of
Charys in respect of the 8.75% notes are contractually
subordinated to any allowed claim by Mr. Crochet.

In connection with the acquisition of certain Cotton companies,
Charys has outstanding secured promissory note of $5.2 million.

In connection with the acquisitions of MSAI and CTSI, Charys has
outstanding notes owed to Lori Mitchell and Matthew Mitchell
totaling $14.2 million and $5.4 million.

D. Other Secured Notes

Charys also issed notes to Imperium Master Fund, Ltd., the JED
Family Trust and John Michaelson, totaling $8.3 million.

E. Unsecured Notes and Subordinated Notes

Charys also has outstanding unsecured notes in the aggregate
amount of $16.6 million.  Of this amount, about $15 million are
subordinated in right of payment to the 8.75% notes.

F. Credit Agreements

Charys was a guarantor of obligations owed under certain
agreements aggregating $2.3 million.

                        About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc.,
fka Spiderboy International Inc. -- http://www.charys.com/--  
provide remediation & reconstruction and wireless communications &
data infrastructure.  The company and its Crochet & Borel
Services, Inc. subsidiary filed for Chapter 11 protection on Feb.
14, 2008 (Bankr. Del. Case No. 08-10289).  Chun I. Jang, Esq.,
Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  The Committee selected Morris Nichols Arsht & Tunnell
LLP as Delaware co-counsel.  When the Debtors filed for protection
from their creditors, it listed total assets of $245,000,000 and
total debts of $255,000,000.


CNL FUNDING: Fitch Puts 'CC/DR4' Note Rating Under Negative Watch
-----------------------------------------------------------------
Fitch Ratings has placed 7 Classes of CNL Funding 1998-1, LP on
Rating Watch Negative, as:

  -- Class A-1b rated 'AAA';
  -- Class B-1 rated 'AA';
  -- Class C-1 rated 'A';
  -- Class D-1 rated 'BBB+';
  -- Class E-1 rated 'BB+';
  -- Class F-1 rated 'B+';
  -- Class G-1 rated 'CC/DR4';

The classes listed above are fixed rate notes which are supported
by a sub pool of fixed rate loans within CNL Funding 1998-1, LP
and perform independently from the variable rate notes which are
supported by a sub pool of variable rate loans.  The Rating Watch
Negative assignments are due to the recent bankruptcy filing of a
large casual dining restaurant obligor who accounts for
approximately half of the fixed rate loan pool.  The bankruptcy
proceedings are still in the early stages and the size of
potential future recoveries is unclear at this time.  As the
bankruptcy proceedings continue and the collateral sites are
marketed and sold, Fitch expects to have a better expectation as
to the severity of potential losses on the outstanding loan
balances.  This information will be instrumental in Fitch's review
of the rating watch status on the affected classes.


CONSOLIDATED FINANCIAL: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Consolidated Financial Resources, Inc.
        5005 Live Oak Street
        Greenville, TX 75401

Bankruptcy Case No.: 08-33941

Chapter 11 Petition Date: Aug. 5, 2008

Court: Northern District of Texas (Dallas)

Debtors' Counsel: Joel Douglas Froneberger, Esq.
                   (easttexaslaw@verizon.net)
                  Froneberger Law Offices
                  517 Main St.
                  Sulphur Springs, TX 75482
                  Tel: (903) 885-5538
                  Fax: (903) 885-2214

Total Assets: unknown

Total Debts:  $1,498,565

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

            http://bankrupt.com/misc/texnb08-33941.pdff


CONTINENTAL AIRLINES: Reports July 2008 Aviation Performance
------------------------------------------------------------
Continental Airlines disclosed in a regulatory SEC filing Friday
its performance for July 2008.

The company reported a July consolidated (mainline plus regional)
load factor of 84.2 percent, 2.2 points below the July 2007
consolidated load factor, and a mainline load factor of 85.3
percent, 1.7 points below the July 2007 mainline load factor.  In
addition, the carrier reported a domestic mainline July load
factor of 85.5 percent, 2.5 points below the July 2007 domestic
mainline load factor, and an international mainline load factor of
85.0 percent, 1.0 point below July 2007.

During the month, Continental recorded a U.S. Department of
Transportation on-time arrival rate of 76.1 percent and a mainline
segment completion factor of 99.1 percent.

In July 2008, Continental flew 9.2 billion consolidated revenue
passenger miles (RPMs) and 10.9 billion consolidated available
seat miles (ASMs), resulting in a consolidated traffic increase of
1.6 percent and a capacity increase of 4.3 percent as compared to
July 2007.  In July 2008, Continental flew 8.3 billion mainline
RPMs and 9.7 billion mainline ASMs, resulting in a mainline
traffic increase of 1.1 percent and a mainline capacity increase
of 3.2 percent as compared to July 2007.  Domestic mainline
traffic was 4.2 billion RPMs in July 2008, down 1.7 percent from
July 2007, and domestic mainline capacity was 4.9 billion ASMs, up
1.2 percent from July 2007.

For July 2008 both consolidated and mainline passenger revenue per
available seat mile (RASM) are estimated to have increased between
4.5 and 5.5 percent compared to July 2007.  For June 2008,
consolidated passenger RASM increased 4.1 percent compared to June
2007, while mainline passenger RASM increased 3.5 percent compared
to June 2007.

Continental's regional operations had a July load factor of 76.0
percent, 5.5 points below the July 2007 regional load factor.
Regional RPMs were 935.8 million and regional ASMs were 1,231.6
million in July 2008, resulting in a traffic increase of 6.0
percent and a capacity increase of 13.7 percent versus July 2007.

At June 30, 2008, the company's consolidated balance sheet showed
$13.8 billion in total assets, $12.1 billion in total liabilities,
and $1.7 billion in total stockholders' equity.

                    About Continental Airlines

Based in Houston, Texas, Continental Airlines Inc. (NYSE: CAL)
-- http://continental.com/-- is the world's fifth largest   
airline.  Continental, together with Continental Express and
Continental Connection, has more than 3,000 daily departures
throughout the Americas, Europe and Asia, serving 140 domestic and
139 international destinations.  More than 550 additional points
are served via SkyTeam alliance airlines.  With more than 46,000
employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with Continental Express, carries
approximately 69 million passengers per year.

                          *     *     *

The Troubled Company Reporter said May 21, 2008, that Moody's
Investors Service affirmed the B2 Corporate Family Rating of
Continental Airlines Inc. as well as the ratings of its
outstanding corporate debt instruments and selected classes of
Continental's Enhanced Equipment Trust Certificates.  The
Speculative Grade Liquidity rating was lowered to SGL-3 from SGL-
2.  The outlook has been changed to negative from stable.

As reported by the Troubled Company Reporter on April 22, 2008,
Standard & Poor's Ratings Services revised its rating outlook on
Continental Airlines Inc. (B/Negative/B-3) to negative from
stable.  S&P also placed its ratings on selected enhanced
equipment trust certificates that are secured by regional jets on
CreditWatch with negative implications.

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Fitch Ratings affirmed Continental Airlines 'B-' issuer default
rating with a stable outlook.


COUNTRYWIDE FINANCIAL: S&P Gives "Above Average" Rating on Unit
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rankings on
Countrywide Home Loans Inc., a wholly owned subsidiary of
Countrywide Financial Corp., to ABOVE AVERAGE from STRONG in these
categories: residential mortgage servicer, residential subprime
mortgage servicer, residential mortgage special servicer, and
residential subordinate-lien servicer. Concurrently, S&P removed
the rankings from CreditWatch negative and assigned a developing
outlook.

The downgrades primarily reflect S&P's view of various regulatory
investigations and actions that Countrywide is facing regarding
its bankruptcy practices. The developing outlook acknowledges
uncertainties about the progression of Countrywide's recent
acquisition by Bank of America, as S&P believes that the
integration will require significant planning due to Countrywide's
multiple sites and the different technology platforms in place at
both companies.

According to certain filings made public in connection with legal
actions initiated by certain Chapter 13 bankruptcy trustees,
allegations have surfaced
that Countrywide assessed inappropriate fees with the courts on
borrowers who filed for Chapter 13 bankruptcy protection.
Countrywide is also subject to certain investigations by the
Office of the U.S. Trustee, which is overseen by the U.S.
Department of Justice. This includes an investigation by the
Office of the U.S. Trustee into the mortgage servicing system of
Countrywide to discern evidence of possible errors affecting items
such as mishandled payments and assessment of improper charges.
The company is currently attempting to resolve these discrepancies
with the appropriate regulatory authorities.

There are 15 actions on a corresponding number of loans involved
in the ongoing investigations by the Office of the U.S. Trustee.
Countrywide recently resolved one such action with the Chapter 13
trustee for the district of Western Pennsylvania (subject to
pending court approval). This action alleged that Countrywide did
not process Chapter 13 distribution payments in a timely manner.
The company, although admitting to no wrongdoing, paid a monetary
settlement and agreed to reconcile amounts due as claimed by the
trustee with those outstanding according to Countrywide's records.
Countrywide has also agreed to adopt bankruptcy best practices as
set forth by the National Association of Chapter 13 Trustees
(NACTT). Countrywide's management has indicated that the company
is already in compliance with many of the proposed practices
through its normal bankruptcy processes. Additionally, the
attorneys general of several states, including California,
Illinois, and Florida, have recently initiated actions against
Countrywide over claims of unfair and deceptive lending practices.
Together, S&P considers these actions to have affected the
company's image in the market and created headline risk.

In response to market developments over the past year, Countrywide
has taken steps to revise and strengthen its internal controls and
procedures related to subordinate-lien and adjustable-rate
mortgage (ARM) processing. The changes include more stringent
oversight of extension and suspension of credit lines for
subordinate liens and supplementary proactive workout efforts for
ARMs designed to prevent delinquencies resulting from large
payment changes. The Servicer Evaluation Analytical Methodology
(SEAM) metrics provided by Countrywide indicate to us that it is a
good performer relative to its relevant industry peers in many
areas. The company's call center metrics remain satisfactory in
S&P's opinion, and the previously elevated turnover rate in its
customer service area has improved. Delinquency levels are higher
than reported averages. Internal auditing mechanisms remain solid,
and the company's use of offshore operations allows it to reduce
costs. Together with its domestic sites, S&P believes this
arrangement enhances the company's existing disaster recovery plan
and provides it with multiple locations to recruit experienced
staff.

Countrywide continues to maintain sound performance ratings from
Fannie Mae, Freddie Mac, and the Department of Housing and Urban
Development.  Its technology remains very good, and the company
implemented some supplementary initiatives to further enhance its
system environment.

After its acquisition by BofA closed on July 1, 2008, Countrywide
and BofA now have opportunities to leverage the operational and
marketing mechanisms of both companies to further enhance their
servicing operations. Although the two companies will slowly merge
their servicing entities, this transaction provides Countrywide
with options for developing additional best practices throughout
its servicing infrastructure.

                             Outlook

The outlook is developing. It remains uncertain how the eventual
integration of Countrywide and BofA will progress, and the recent
announcement that a BofA executive manager will oversee the
combined mortgage division contrasted with previous plans, adding
further uncertainty to the equation. Although Countrywide
continues to evidence servicing efficiencies, Standard & Poor's is
concerned about how the company's bankruptcy issues and the
challenges involved with a large-scale integration will affect its
operations. As such, Standard & Poor's will continue to closely
monitor these developments over the next 12 months to determine
whether S&P believes further ranking or outlook revisions are
appropriate.


CREDIT SUISSE: S&P Cuts Ratings on Three Classes of Notes to CCC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes of commercial mortgage pass-through certificates from
Credit Suisse Commercial Mortgage Trust's series 2007-C3. In
addition, S&P affirmed its ratings on 17 classes from this series.

The downgrades reflect credit concerns with 12 of the 29 loans in
the pool that have reported debt service coverage (DSC) below
1.0x. The downgrades also reflect anticipated credit support
erosion upon the eventual resolution of three of the five assets
that are currently with the special servicer.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

Excluding the Fairfield Village Shopping loan, which is specially
serviced, there are 29 loans in the pool totaling $409.1 million
(15%) with reported DSCs that are lower than 1.0x. The loans are
secured by a variety of property types with an average balance of
$13.8 million. These loans have seen an average decline in DSC of
34% since issuance. Twelve of the loans totaling $125.3 million
(5%) have experienced unexpected drops in DSC. The remaining loans
are in various stages of renovation or lease-up, and the net cash
flow available for debt service is expected to improve in the
future.

Five assets ($21.6 million, 0.8%) are with the special servicer,
LNR Partners Inc. (LNR). Standard & Poor's used recent appraisals
and available market information to determine the potential losses
and recoveries on the specially serviced assets:

     -- The Hannaford Suites Hotel loan has a total exposure of
$5.7 million (0.2%) and is secured by the fee interest in a 79-
room lodging property in
Cincinnati. The loan was transferred to LNR on Jan. 23, 2008, due
to imminent default as a result of significant mold and water
damage. The preliminary
estimate for the remediation of the damage is between $2.0 million
and $2.5 million. LNR is evaluating a variety of workout
strategies. Standard & Poor's expects that the resolution of the
asset could result in a moderate loss.

     -- The Oak Lawn Train Station Retail loan has a balance of
$4.7 million (0.2%) and additional advances, including interest
thereon, totaling $343,797.
An 11,111-sq.-ft. retail property in Oak Lawn, Ill. secures this
loan. The loan was transferred to LNR on Nov. 7, 2007, because of
a monetary default and is currently in foreclosure. The property
is currently 65% occupied. LNR has finalized an appraisal and
Standard & Poor's expects the resolution of the asset to result in
a minimal loss.

     -- The HRubin Deerfield Warehouse and HRubin Sarasota
Warehouse loans have a balance of $4.4 million (0.2%) and $2.8
million (0.1%), respectively. The loans are secured by two
industrial properties totaling 85,098 sq. ft. in the Sarasota,
Fla. area. The assets were transferred to LNR on Dec. 5, 2007, due
to imminent default and remain current. The properties are 100%
occupied and leased to one tenant who filed for bankruptcy in
November 2007. Standard & Poor's expects the resolution of the
asset to result in a minimal loss.

     -- The Fairfield Village Shopping loan has a balance of $4.0
million (0.2%). A 77,041-sq.-ft. retail property in the Pensacola,
Fla. secures this
loan. The asset was transferred to LNR on Feb. 22, 2008, due to
imminent default, and is 30-days delinquent. The borrower failed
to get adequate windstorm insurance and the servicer force-placed
insurance in October 2007. The borrower has made only partial debt
service payments since December 2007
despite the property being 95% occupied. Standard & Poor's expects
the resolution of the asset to result in a minimal loss.

As of the July 17, 2008, remittance report, the collateral pool
consisted of 238 loans with an aggregate trust balance of $2.681
billion, compared with
the same number of loans totaling $2.685 billion at issuance. The
master servicers, KeyBank Real Estate Capital Inc. (KeyBank) and
Wachovia Bank N.A. (Wachovia), reported financial information for
94% of the pool. Eighty-three percent of the servicer-provided
information was full-year 2007 data. Standard
& Poor's calculated a weighted average DSC of 1.29x for the pool,
down from 1.35x at issuance.

There are three delinquent loans in the pool; two are 30-days
delinquent ($21.3 million, 0.8%), and one is in foreclosure ($4.7
million, 0.2%). All of
the delinquent loans are with LNR. The trust has not experienced
any losses to date.

The top 10 loans have an aggregate outstanding balance of $825.3
million (31%) and a weighted average DSC of 1.41x, up from 1.47x
at issuance. Standard
& Poor's reviewed property inspections provided by the master
servicer for four of the assets underlying the top 10 exposures.
All of the properties were
characterized as "good."

The credit characteristics of the Mandarin Oriental loan are
consistent with those of investment-grade obligations. The loan is
the second-largest in
the pool and has a balance of $135.0 million (5%). The loan is
secured by the fee interest in a 248-room full-service hotel in
midtown Manhattan. For the
year-ended Dec. 31, 2007, DSC was 2.19x, and the average daily
room rate was $903. Standard & Poor's adjusted value for this loan
is comparable to its level at issuance.

KeyBank and Wachovia reported a watchlist of 39 loans ($551.3
million, 21%). The Westwood Complex loan ($95.0 million, 4%) is
the largest loan on the
watchlist and the third-largest exposure in the pool. Eight cross-
collateralized and cross-defaulted properties of various property
types secure this loan. The portfolio has a total net rentable
area of 710,870 sq. ft. and all of the properties are located in
Bethesda, Md. The loan appears on the watchlist because the
portfolio reported a DSC of 1.07x for the year-ended Dec. 31,
2007. The portfolio is 100% occupied and the DSC is expected to
improve as rent increases begin.

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

RATINGS LOWERED

Credit Suisse Commercial Mortgage Trust Series 2007-C3
Commercial mortgage pass-through certificates series 2007-C3

           Rating
Class    To      From      Credit enhancement (%)

J        BBB-    BBB                         4.26
K        BB      BBB-                        3.13
L        BB-     BB+                         2.75
M        B+      BB                          2.50
N        B       BB-                         2.13
O        B-      B+                          1.88
P        CCC+    B                           1.63
Q        CCC     B-                          1.25
S        CCC-    CCC                         1.00

RATINGS AFFIRMED

Credit Suisse Commercial Mortgage Trust Series 2007-C3
Commercial mortgage pass-through certificates series 2007-C3

Class    Rating            Credit enhancement (%)

A-1      AAA                                30.04
A-1-A1   AAA                                30.04
A-1-A2   AAA                                30.04
A-2      AAA                                30.04
A-3      AAA                                30.04
A-4      AAA                                30.04
A-AB     AAA                                30.04
A-M      AAA                                20.03
A-J      AAA                                12.52
B        AA+                                11.89
C        AA                                 10.39
D        AA-                                 9.39
E        A+                                  8.64
F        A                                   7.76
G        A-                                  6.63
H        BBB+                                5.38
A-X      AAA                                  N/A

N/A-Not applicable.


CSK AUTO: S&P Withdraws 'B-' Rating After O'Reilly Acquisition
--------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings on
Phoenix-based CSK Auto Inc., including its 'B-' corporate credit
rating. CSK was acquired by O'Reilly Automotive Inc. (unrated) on
July 11, 2008. The rating withdrawals reflect the termination of
CSK's bank credit facility and a lack of market interest in the
company's $100 million 6.75% senior exchangeable notes due 2025.


DELPHI CORP: GM Says Delphi-Related Charges Reach $11 Billion
-------------------------------------------------------------
General Motors Corp. said charges related to Delphi Corp. has now
reached approximately $11,000,000,000.  In a presentation
furnished to securities analysts, GM said made a $2,753,000,000
adjustment to its Delphi reserve, "primarily due to updated
estimates related to Delphi's ongoing reorganization."   The
adjustment reflects higher expected obligations (e.g. net pension
liabilities) and additional uncertainty around nature, value and
timing of GM recoveries.  GM's one-time losses due to Delphi have
totaled $3,484,000,000 for the 1st half of 2008.

GM, which contributes to over 30% of Delphi's revenues, reported a
net loss of $15,471,000,000 or $27.33 per share for the second
quarter of 2008.  The quarterly loss, according to Bloomberg News,
is the third biggest in its 100-year history.

"Second quarter charges of $2.8 billion and year to date charges
of $3.5 billion were recorded for increased liabilities under our
Delphi Benefit Guarantee Agreements, primarily due to
expectations of increased obligations and updated estimates
reflecting the nature, value and timing of our recoveries upon
Delphi's emergence from bankruptcy," GM said in its news release.

A former unit of GM, Delphi was set to emerge from bankruptcy in
mid-April but obtained problems with its $2,550,000,000 exit
equity financing from Appaloosa Management, L.P.  The plan of
reorganization of Delphi, which has been confirmed by the U.S.
Bankruptcy Court for the Southern District of New York, provides
that GM will receive cash, notes and other securities in exchange
for the consideration it provided to Delphi under their
agreements.  Appaloosa backed out from their investment agreement
after Delphi sought $2,825,000,000 of its $6,100,000,000 exit debt
financing from GM, its biggest customer.

GM said that its second quarter results were primarily driven by
several factors:

   -- significant losses in GM North America (GMNA) due to
      continuing U.S. industry volume declines and shifts in
      vehicle mix, the long strike at American Axle and large
      lease-related charges;

   -- a number of special charges associated with GM's ongoing
      restructuring actions; and

   -- continued losses at GMAC Financial Services (GMAC) and
      updated estimates regarding recoveries and expectations of
      assumed benefit obligations in the Delphi bankruptcy.

Excluding expenses considered by GM to be one-time, including its
adjustment to reserves for bankrupt Delphi Corp., the loss was
$6,300,000,000, or $11.21 a share.

Standard & Poor's has cut GM's credit rating to B-, six levels
below investment grade, as falling U.S. sales have required the
automaker to use more cash.  GM says that its readily-available
cash assets total $21,000,000,000 and it still has access to
$5,000,000,000 under its undrawn U.S. credit facilities.

                            About GM

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

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

Standard & Poor's has cut GM's credit rating to B-, six levels
below investment grade, as falling U.S. sales have required the
automaker to use more cash.  GM says that its readily-available
cash assets total $21,000,000,000 and it still has access to
$5,000,000,000 under its undrawn U.S. credit facilities.

                          About Delphi

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

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

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

(Delphi Bankruptcy News, Issue No. 139; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Court Rejects Appaloosa Bid to Dismiss Lawsuit
-----------------------------------------------------------
As widely reported, Judge Robert D. Drain of the U.S. Bankruptcy
Court for the Southern District of New York declined to approve
Appaloosa Management, L.P., et al.'s request for dismissal of
Delphi Corp.'s $2,550,000,000 lawsuit against them.

Delphi has accused Appaloosa and other investors of defrauding
the Court by stating that they had every intention of performing
under the Equity Purchase and Commitment Agreement.  Appaloosa,
however, argued that Delphi cannot seek specific performance
because it is currently unable to perform under the conditions-
precedent of the EPCA, including obtaining commitment to its
$6,100,000,000 debt financing and the completion of the rights
offering.

The Wall Street Journal reported that Judge Drain dismissed a
portion of Delphi's complaint, but he rejected most of the
defendants' arguments.  Judge Drain also allowed Delphi to pursue
its fraud claim against the Appaloosa-led group.

The ruling allows Delphi to continue its bid to force the Plan
Investors to make good on the equity investment, WSJ's David
McLaughlin said.

The Plan Investors had also pointed to provision in the EPCA
which provide that the aggregate liability of the the Plan
Investors for any reason, including, for any willful breach,
prior to December 10, 2007, will not exceed $100,000,000, and for
any acts occurring thereafter, will not exceed $250,000,000.

Judge Drain, however, declined to cap damages at the EPCA at
$250,000,000.  General Motors previously said that the terms and
conditions of a new or modified plan, which it is negotiating
with Delphi and the Official Committee of Unsecured Creditors,
will depend in part on the amount of Delphi's recovery in the
litigation.

According to Bloomberg News, Judge Drain dismissed almost all
claims Delphi made against Goldman Sachs Group Inc. and said any
damages award against the parents of investors Harbinger Del-Auto
Investment Co. Ltd. and Pardus DPH Holding LLC should be capped.  
Goldman Sachs & Co. previously stated that it had not obligation
to close on the EPCA if other parties, including Appaloosa,
failed to perform their obligations under the agreement.

Bloomberg's Christopher Scinta added that the Court also turned
aside Delphi's effort to subordinate in priority (or disallow)
any claims the investors, other than Appaloosa, hold against
Delphi.  Judge Drain, according to the same report, also denied
part of Delphi's fraud claim against Appaloosa, though he told
Delphi attorneys they can revise their complaint by the end of
the week to seek reinstatement of that claim.

             GM Allowed to Join As Party-In-Interest

Judge Drain also overruled the Plan Investors' objection to
General Motors Corporation's participation as party-in-interest in
the Adversary Proceedings.  According to Bloomberg News, Judge
Drain said Delphi will not settle the adversary cases without
"obtaining input" ahead of time from GM.

Like A-D Acquisition Holdings, LLC, and Appaloosa Management L.P.
and other defendants to Delphi's $2,550,000,000 complaint, UBS
Securities LLC expressed opposition to General Motors'
participation as party-in-interest.

General Motors, in response, to the objections, clarified that it
does not seek to intervene, but instead simply requests to be
afforded admission to participate as a monitor in the Adversary
Proceedings.

Michael P. Kessler, Esq., at Weil, Gotshal & Manges LLP, in New
York, notes that the role sought by GM is subsumed within the
greater rights that would be afforded to GM were it to exercise
its right to intervene as a party to the Adversary Proceedings.  
In no way, then, does GM's proposal circumscribe any party's
rights or deprive them of any protectable interests, he asserts.

GM also emphasized that it does not seek to propose settlement of
the dispute or take ownership of the Debtors' claims, nor is GM
asserting rights that are derivative of another party's rights in
the Chapter 11 cases, Mr. Kessler stressed.

GM, Delphi and the Official Committee of Unsecured Creditors have
agreed to terms of GM's participation in the Adversary
Proceedings.  Their stipulation, which has been approved by Judge
Drain, provides that:

   (1) Weil, Gothshal and Manges, counsel of GM, will be served
       with all pleadings and other papers in accordance with
       Rule 5 of the Federal Rules of Civil Procedure and Rule
       7005 of the Federal Rule of Bankruptcy Procedure;

   (2) GM, through its counsel, may participate in the Adversary
       Proceedings in a monitoring role, and will be permitted
       to:

          (i) appear before the Court on any matter, including at
              hearings and, as appropriate, chambers conferences;   
      
         (ii) attend mediation sessions and other formal
              settlement negotiations, subject to any
              restrictions by the mediator; and

        (iii) participate in the discovery process, including
              attendance at depositions, access to all
              documents produced and written discovery requests   
              and responses, and deposition transcripts and
              exhibits.
           
   (3) GM will sign and comply with the confidentiality
       restrictions in the Stipulation and Agreed Protective
       Order Governing Production and Use of Confidential and
       Highly Confidential Information entered in the Adversary
       Proceedings;

   (4) GM will have access to all documents produced and written
       discovery requests and responses, and deposition
       transcripts and exhibits;

   (5) Weil Gotshal, on behalf of GM, will be authorized to
       evaluate the Adversary Proceedings.  Neither Weil Gotshal     
       nor GM will use materials provided pursuant to the
       Stipulation and Order for any other purpose;

   (6) The agreement is without prejudice to:
       
          (i) GM seeking further participation rights in the
              Adversary Proceedings;

         (ii) any party opposing the motion;

        (iii) any party seeking greater restrictions; and

         (iv) GM opposing restrictions;

   (7) The agreement is without prejudice to GM seeking to share
       discovery materials with GM personnel in connection with
       testimony by the personnel at depositions, hearings or
       trial, and if the parties cannot agree, the dispute may be
       presented to the Court; and

   (8) Delphi will not settle either of the Adversary Proceedings
       without obtaining input in advance from GM.

Delphi lawyers will confer with GM's lawyers on a regular and
timely basis concerning the Adversary Proceedings.

The Stipulation will be effective for only so long as the Global
Settlement Agreement and Master Restructuring Agreement entered
into between General Motors and Delphi are not terminated.

                            About GM

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

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

Standard & Poor's has cut GM's credit rating to B-, six levels
below investment grade, as falling U.S. sales have required the
automaker to use more cash.  GM says that its readily-available
cash assets total $21,000,000,000 and it still has access to
$5,000,000,000 under its undrawn U.S. credit facilities.

                          About Delphi

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

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

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

(Delphi Bankruptcy News, Issue No. 139; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Court Extends Plan-Filing Deadline to October 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Delphi Corp. and its debtor-affiliates' exclusive periods
to:

   (a) file a plan of reorganization through and including
       Oct. 31, 2008; and
       
   (b) solicit acceptances of that Plan through and including
       Dec. 31, 2008.

As reported by the Troubled Company Reporter on July 29, 2008,
John Wm. Butler, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Chicago, Illinois, recalled that on April 4, 2008, the
Debtors announced that although they had met the conditions
required to substantially consummate the Plan, including
obtaining $6,100,000,000 of exit financing, Delphi's Plan
Investors refused to participate in a closing.

As disclosed in the Troubled Company Reporter on May 7, 2007, the
Debtors obtained an extension, subject to certain exceptions, of
their exclusive right under Section 1121 of the Bankruptcy Code to
file one or more reorganization plans until 30 days after
substantial consummation of the Plan and the exclusive right to
solicit and obtain acceptances for those plans 90 days after
substantial consummation of the plan by entry of the Order Under
Section 1121(d) of the Bankruptcy Code.  The Order, however,
extended the Debtors' exclusive right to file a plan, as between
the Debtors and the Statutory Committees, through and including
Aug. 31, 2008, and the right to solicit a plan, as between the
Debtors and the Statutory Committees, through and including
Oct. 31, 2008, Mr. Butler said.

On May 16, 2008, Delphi filed complaints for damages and specific
performance against the Plan Investors who refused to participate
in the closing that would have led to Delphi's successful
emergence from Chapter 11.  The Debtors nevertheless continue to
work with their stakeholders to achieve their goal of emerging
from Chapter 11 as soon as practicable, Mr. Butler said.

Out of an abundance of caution and to ensure clarity with their
stakeholders, including their customers and suppliers, the
Debtors seek an extension of the Exclusive Periods to prevent any
lapse in exclusivity between the Debtors and the Statutory
Committees, Mr. Butler clarified.

Mr. Butler explained that a further extension of the Exclusive
Periods is justified by the significant progress the Debtors have
made toward emerging from Chapter 11.  After obtaining
confirmation of the First Amended Plan, the Debtors secured exit
financing and met all other conditions to the effectiveness of the
Plan and Investment Agreement and were prepared to emerge from
Chapter 11.

Since April 30, 2008, Mr. Butler noted, the Debtors have continued
to make progress toward emerging from Chapter 11 in three major
areas:

   (i) The Debtors have engaged in a reaffirmation process with
       respect to the business plan contained in the Disclosure
       Statement.  That process includes an analysis, among other
       things, of the impact of an unprecedented increase in
       global commodity costs and reduction of projected North
       American automobile industry production volumes;

  (ii) The Debtors have explored their exit financing
       possibilities in capital markets that remain turbulent;
       and

(iii) The Debtors have entered into complex negotiations with
       the Statutory Committees and General Motors Corp. with
       respect to potential modifications of the Plan that will
       enable Delphi to emerge from chapter 11 as soon as
       reasonably practicable, thereby moving forward so that the
       Debtors can focus solely on their business operations and
       mitigate the damages caused by the Plan Investors.

                          About Delphi

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

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

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

(Delphi Bankruptcy News, Issue No. 139; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DLNJ HANCOCK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Lead Debtor: D.L.N.J. Hancock Properties, LLC
             2060 Chimney Pt.
             Sunrise Beach, MO 65079

Bankruptcy Case No.: 08-21380

Chapter 11 Petition Date: August 1, 2008

Court: Western District of Missouri (Jefferson City)

Judge: Dennis R. Dow

Debtor's Counsel: Richard C. Wallace, Esq.
                     Email: richard@evans-mullinix.com
                  Evans & Mullinix, P.A.
                  7225 Renner Rd., Ste. 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  Fax: (913) 962-8701
                  http://www.evans-mullinix.com

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 largest unsecured creditors.


DOW JONES: Moody's Cuts $500MM Trust Certificates Rating to B2
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Dow Jones CDX.NA.HY.3-2:

  -- Class Description: $500,000,000 Credit-Linked Trust
                        Certificates due December 2009

  -- Prior Rating: Ba3, on review for possible downgrade

  -- Current Rating: B2

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists of corporate
securities.


DUKE FUNDING: Fitch Junks Ratings on Six Note Classes
-----------------------------------------------------
Fitch downgraded and removed from Rating Watch Negative six
classes of notes issued by Duke Funding IX, Ltd./Corp.  These
rating actions are effective immediately:

  -- $143,750,000 class A1 notes to 'CCC' from 'A-,;
  -- $8,000,000 class A2F notes to 'CC' from 'BBB-';
  -- $292,000,000 class A2V notes to 'CC' from 'BBB-';
  -- $10,158,750 class A3F notes to 'C' from 'BB';
  -- $166,853,821 class A3V notes to 'C' from 'BB';
  -- $85,091,027 class B notes to 'C' from 'B'.

Duke Funding IX is a hybrid cash and synthetic structured finance
collateralized debt obligation that closed on Nov. 9, 2005 and is
managed by Duke Funding Management, LLC, a wholly owned subsidiary
of Ellington Management Group, LLC.  Currently 52.4% of the
portfolio is comprised of 2005, 2006 and 2007 vintage U.S.
subprime residential mortgage-backed securities, and 15.6% is
comprised of 2005 and 2006 vintage U.S. Alternative-A RMBS.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS and
Alt-A RMBS.  Since Fitch's last rating action on Nov. 21, 2007,
approximately 64.7% of the portfolio has been downgraded, with
9.4% of the portfolio currently on Rating Watch Negative.  62.5%
of the portfolio is now rated below investment grade, including
35.1% of the portfolio rated 'CCC+' or below.  The negative credit
migration experienced since Fitch's last rating action has
resulted in the Weighted Average Rating Factor deteriorating to
19.5 ('BB-/B+') from 6.6 ('BBB/BBB-'), breaching its covenant of
7.0 ('BBB/BBB-'), as of the latest trustee report dated June 9,
2008.

The collateral deterioration has caused each of the
overcollateralization tests to fall below 100% and fail their
respective triggers.  As of the latest trustee report the class A2
OC ratio was 94.7%, the class A3 OC ratio was 86.6%, and the class
B OC ratio was 83.2%.  As a result of the coverage test failures,
the transaction is currently diverting interest proceeds from the
classes A3F, A3V, and B notes, instead using these proceeds to
reduce the notional size of the unfunded super senior swap.  
Payment of interest to the classes A3F, A3V, and B notes has been
made in kind by writing up the principal balance of each class by
the amount of interest owed.

Payments to the class A1 notes are subordinate to payments to an
unfunded super senior swap in the transaction.  The notional
amount of the super senior swap is currently over $1.4 billion,
and while it is unfunded, principal and interest proceeds are used
to delever this exposure prior to payments to the class A1 notes.   
Given the magnitude of credit deterioration in the portfolio,
combined with the subordination of payments to the super senior
swap, Fitch believes that the class A1 notes will likely
experience principal impairment in the future.

The ratings on the classes A1, A2F, and A2V 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 classes A3F, A3V, and B notes address the
ultimate receipt of interest payments and ultimate receipt of
principal as per the transaction's governing documents.


EDUCATION RESOURCES: Court Approves Rasky Baerlein as PR Advisor
----------------------------------------------------------------
Judge Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts approved the employment application of
Rasky Baerlein Strategic Communications Inc., as The Education
Resources Institute Inc.'s public relations advisor until
Sept. 11, 2008, pursuant to a modified engagement agreement.

The modified Engagement Agreement provided that:

   (a) Rasky Baerlein will maintain the remaining funds, paid to
       it in the form of a retainer prior to the bankruptcy
       filing, in a separate and segregated account;
   
   (b) the Debtor will indemnify and hold harmless Rasky Baerlein
       from all claims arising from the performance of its
       duties, including, without limitation, all reasonable
       attorney's fees and legal expenses incurred, unless the
       claim is determined by a court of competent jurisdiction
       to have resulted from the gross negligence of Rasky
       Baerlein; and

   (c) Rasky Baerlein will waive 3% Expense Charge.

As reported in the Troubled Company Reporter on Jun 13, 2008, the
Debtor will pay Rasky according to its standard hourly rates:

     Professional               Hourly Rates
     ------------               ------------
     Partner                      $550
     Senior Vice-President        $250
     Vice President               $200
     Senior Account Executive     $150
     Account Coordinator          $100

Judge Boroff ruled that for the Retention Period, Rasky's fees
must not exceed $20,000 per month.  The U.S. Trustee retains all
rights to object to Rasky's fee applications.

            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)


EPICEPT CORP: Prices $2.65 Million Offering of Shares and Warrants
------------------------------------------------------------------
EpiCept Corporation priced its public offering of approximately
5.53 million shares of its common stock at $.5425 per share and
five-year warrants to purchase up to approximately 2.76 million
shares of common stock at an exercise price of $.48 per share.
EpiCept will receive approximately $2.65 million in net proceeds
from the offering.  

EpiCept intends to use the net proceeds it receives to meet its
working capital needs and for general corporate purposes into
August 2008 and to repay a portion of its senior secured loan.

Rodman & Renshaw LLC, a subsidiary of Rodman & Renshaw Capital
Group Inc. acted as the exclusive placement agent for the
offering.  

The proposed public offering is being made pursuant to an
effective registration statement, and may be made only by means of
a prospectus and prospectus supplement.  A copy of the prospectus
supplement relating to the common stock and warrants can be
obtained from:

     Rodman & Renshaw LLC
     1270 Avenue of the Americas
     New York, NY 10020
     Tel (212) 356-0549.

                     About EpiCept Corporation

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.


FEDERAL MOGUL: T&N Asbestos Victims to Get GBP 2MM in Payments
--------------------------------------------------------------
About 50 families who were exposed to asbestos mined by Turner
and Newall can recover almost GBP2,000,000, or about $3,800,000
in compensation, Thompsons Solicitors said in a public statement.

Thompson Solicitors represents the T&N asbestos victims.

U.K.-based T&N formerly mined asbestos before filing
administration proceedings under the United Kingdom Insolvency
Act in 2001.  T&N's mining operations resulted to workers being
exposed to asbestos, which causes a kind of cancer in the lungs.  
Compensation claims filed by the asbestos victims were "stayed"
or "frozen" as a result of T&N's administration proceedings.

T&N was acquired by Federal-Mogul Corporation in 1999.  
Federal-Mogul and its U.S. affiliates also filed parallel
bankruptcy proceedings in the United States in 2001 to separate
their operating liabilities from their increasing asbestos
liabilities.

In September 2005, the administrators of the U.K. Debtors entered
into an agreement outlining the terms of distributions to
creditors of the U.K. Debtors.  In October 2006, Federal-Mogul
placed approximately $750,000,000 for, among other things,
asbestos claims against T&N.

According to Thompsons Solicitors, more than 100 former T&N
employees have died of mesothelioma or other diseases relating to
asbestos since 2001.

Ian McFall at Thompsons Solicitors said the firm is still working
to ensure that other families who have been victims of T&N's
asbestos mining operations will receive appropriate compensation.

                      About Federal-Mogul

Federal-Mogul Corporation -- http://www.federal-mogul.com/--   
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
November 14.  Federal-Mogul emerged from chapter 11 on Dec. 27,
2007.  (Federal-Mogul Bankruptcy News, Issue No. 170; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or            
215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2008,
Moody's Investors Service confirmed the ratings of the reorganized
Federal-Mogul Corporation -- Corporate Family Rating, Ba3;
Probability of Default Rating, Ba3; and senior secured bank credit
facilities, Ba2.  The outlook is stable.  The financing for the
company's emergence from Chapter 11 bankruptcy protection has been
funded in line with the structure originally rated by Moody's in a
press release dated Nov. 28, 2007.

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Southfield, Michigan-based Federal-Mogul Corp.
following the company's emergence from Chapter 11 on Dec. 27,
2007.  The outlook is stable.


GENERAL MOTORS: Overall Truck Sales Decline 41.5% in July
---------------------------------------------------------
General Motors Corp. reported Friday its July sales results,
highlighted by continued strong performance in small and midsize
cars and crossovers.  GM dealers in the United States delivered
235,184 vehicles in July, down 26.7 percent.  Weak industry
conditions caused by a challenging U.S. economic environment,
higher fuel prices and inventory shortages in critical segments
such as compact cars contributed to the overall sales decline for
the month.

"In July, we saw strong performance once again in our launch
products, including the Cadillac CTS, Chevrolet Malibu, Saturn
Astra, and Pontiac Vibe and G8.  In addition, we continued to see
strong retail demand for our fuel efficient Chevrolet Aveo and
HHR, Saturn Vue and Buick Enclave.  So, despite an overall weak
market, there are pockets of strength," said Mark LaNeve, vice
president, GM North America Vehicle Sales, Service and Marketing.
"Obviously, the weakness in the truck market persisted in July,
yet we continue to hold share due to our fuel economy leadership
in many truck segments despite dramatic competitive incentive
spending increases."  Overall, GM truck sales in July declined
41.5 percent.

Chevrolet cars continued to show strength in the marketplace with
Malibu total sales up 79 Percent, Aveo up 17 percent and Cobalt up
4 percent compared with last July.

Cadillac CTS dominated the mid-car luxury category with sales
increasing 38 percent compared with the same month a year ago.
Pontiac met consumers' needs for fuel efficient vehicles with a
performance edge with G5 sales up 17 percent, Vibe up 7 percent
and G6 up 6 percent compared with July 2007.

Saturn's award-winning Aura midsize car saw a sales increase of 24
percent with the two-seat Sky selling 14 percent more vehicles
than July last year.  Astra monthly sales of more than 1,500
vehicles were the best to date, and show a 75 percent increase
compared with June 2008 (Astra was not available last July).
GM's popular midsized crossovers — Buick Enclave, GMC Acadia and
Saturn Outlook — together accounted for more than 11,600 vehicle
sales in the month.

GM hybrid vehicles continue to gain in popularity in the
marketplace with 228 hybrid Chevrolet Tahoe and 123 GMC Yukon 2-
mode SUVs delivered.  There were 349 Chevrolet Malibu, 29 Saturn
Aura and 362 Vue hybrids sold in July.  For the month, a total of
1,091 hybrid vehicles were delivered, with 5,467 hybrids sold so
far this year.

"We're working hard to change perceptions and gain awareness of GM
as the leader in advanced propulsion technology and fuel
efficiency," LaNeve added.  "Customers can experience that each
time they visit a dealer's showroom to see the full lineup –
including five hybrid models — that provide industry-leading
value, great fuel economy and the best warranty coverage of any
full-line automaker.  We don't just talk about technology, fuel
efficiency and value – we have the cars and trucks available today
to back it up."

GM has aggressively managed inventories to low levels.  In July,
only about 747,000 vehicles were in stock – a three-year low –
down about 201,000 vehicles (21 percent) compared with last July.
There were about 236,000 cars and 511,000 trucks in inventory at
the end of July.

                     Certified Used Vehicles

July 2008 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre-Owned Vehicles, were 41,594
vehicles, down 2 percent from July 2007.  Year-to-date sales are
298,137 vehicles, down nearly 6 percent from the same period last
year.

GM Certified Used Vehicles, the industry's top-selling certified
brand, posted July sales of 35,799 vehicles, down 4 percent from a
strong July 2007 sales performance.  Cadillac Certified Pre-Owned
Vehicles sold 3,700 vehicles, up 22 percent.  Saturn Certified
Pre-Owned Vehicles sold 1,164 vehicles, down 24 percent.  Saab
Certified Pre-Owned Vehicles sold 770 vehicles, up 21 percent, and
HUMMER Certified Pre-Owned Vehicles sold 161 vehicles, up 89
percent.

"Our luxury certified pre-owned programs – Cadillac, Saab and
HUMMER Certified Pre-Owned Vehicles – each posted strong sales
increases last month, and GM Certified Used Vehicles is again
setting the pace to lead the segment in sales this year," said
LaNeve.  "We're confident more shoppers will seek the quality and
value that manufacturer certification offers."

         GM North America Reports July, 2008 Production;
  Third-Quarter Production Forecast Remains at 900,000 Vehicles

In July, GM North America produced 238,000 vehicles (116,000 cars
and 122,000 trucks).  This is down 16,000 vehicles or 6 percent
compared with July 2007 when the region produced 254,000 vehicles
(91,000 cars and 163,000 trucks).  (Production totals include
joint venture production of 14,200 vehicles in July 2008 and
13,000 vehicles in July 2007.)

The GM North America third-quarter production forecast is
unchanged from last month at 900,000 vehicles (456,000 cars and
444,000 trucks) which is down about 12 percent compared with a
year ago, due to production adjustments in response to market
changes that will reduce the number of trucks produced by about
209,000 and increase the number of cars by about 89,000.  GM North
America built 1.020 million vehicles (367,000 cars and 653,000
trucks) in the third-quarter of 2007.

                       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.

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 disclosed in the Troubled Company Reporter on Aug. 1, 2008,
Standard & Poor's Ratings Services lowered the ratings on General
Motors Corp., Ford Motor Co., and Chrysler LLC, all to 'B-' from
'B'.  The ratings on GM and Ford were removed from CreditWatch
with negative implications, where they had been placed on June 20,
2008.  Chrysler will remain on CreditWatch pending the renewal of
certain bank lines at DaimlerChrysler Financial Services Americas
LLC, which S&P expects to be completed in the next few days.  If
the bank lines are renewed as expected, S&P would affirm the
ratings on Chrysler and DCFS and remove them from CreditWatch.

As reported in the Troubled Company Reporter on July 17, 2008,
Moody's Investors Service is reviewing the ratings of General
Motors Corporation for possible downgrade.  Ratings under review
include its B3 Corporate Family Rating, B3 Probability of Default
Rating, Ba3 rating for secured debt, and Caa1 rating for senior
unsecured debt.


GENERAL MOTORS: Says Delphi-Related Charges Reach $11 Billion
-------------------------------------------------------------
General Motors Corp. said charges related to Delphi Corp. has now
reached approximately $11,000,000,000.  In a presentation
furnished to securities analysts, GM said made a $2,753,000,000
adjustment to its Delphi reserve, "primarily due to updated
estimates related to Delphi's ongoing reorganization."   The
adjustment reflects higher expected obligations (e.g. net pension
liabilities) and additional uncertainty around nature, value and
timing of GM recoveries.  GM's one-time losses due to Delphi have
totaled $3,484,000,000 for the 1st half of 2008.

GM, which contributes to over 30% of Delphi's revenues, reported a
net loss of $15,471,000,000 or $27.33 per share for the second
quarter of 2008.  The quarterly loss, according to Bloomberg News,
is the third biggest in its 100-year history.

"Second quarter charges of $2.8 billion and year to date charges
of $3.5 billion were recorded for increased liabilities under our
Delphi Benefit Guarantee Agreements, primarily due to
expectations of increased obligations and updated estimates
reflecting the nature, value and timing of our recoveries upon
Delphi's emergence from bankruptcy," GM said in its news release.

A former unit of GM, Delphi was set to emerge from bankruptcy in
mid-April but obtained problems with its $2,550,000,000 exit
equity financing from Appaloosa Management, L.P.  The plan of
reorganization of Delphi, which has been confirmed by the U.S.
Bankruptcy Court for the Southern District of New York, provides
that GM will receive cash, notes and other securities in exchange
for the consideration it provided to Delphi under their
agreements.  Appaloosa backed out from their investment agreement
after Delphi sought $2,825,000,000 of its $6,100,000,000 exit debt
financing from GM, its biggest customer.

GM said that its second quarter results were primarily driven by
several factors:

   -- significant losses in GM North America (GMNA) due to
      continuing U.S. industry volume declines and shifts in
      vehicle mix, the long strike at American Axle and large
      lease-related charges;

   -- a number of special charges associated with GM's ongoing
      restructuring actions; and

   -- continued losses at GMAC Financial Services (GMAC) and
      updated estimates regarding recoveries and expectations of
      assumed benefit obligations in the Delphi bankruptcy.

Excluding expenses considered by GM to be one-time, including its
adjustment to reserves for bankrupt Delphi Corp., the loss was
$6,300,000,000, or $11.21 a share.

                          About Delphi

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

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

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

(Delphi Bankruptcy News, Issue No. 139; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  

                            About GM

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

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

Standard & Poor's has cut GM's credit rating to B-, six levels
below investment grade, as falling U.S. sales have required the
automaker to use more cash.  GM says that its readily-available
cash assets total $21,000,000,000 and it still has access to
$5,000,000,000 under its undrawn U.S. credit facilities.


GENERAL MOTORS: Can Participate in Delphi Suit vs. Appaloosa
------------------------------------------------------------
As widely reported, Judge Robert D. Drain of the U.S. Bankruptcy
Court for the Southern District of New York declined to approve
Appaloosa Management, L.P., et al.'s request for dismissal of
Delphi Corp.'s $2,550,000,000 lawsuit against them.

Judge Drain also overruled the Plan Investors' objection to
General Motors Corporation's participation as party-in-interest in
the Adversary Proceedings.  According to Bloomberg News, Judge
Drain said Delphi will not settle the adversary cases without
"obtaining input" ahead of time from GM.

Delphi has accused Appaloosa and other investors of defrauding
the Court by stating that they had every intention of performing
under the Equity Purchase and Commitment Agreement.  Appaloosa,
however, argued that Delphi cannot seek specific performance
because it is currently unable to perform under the conditions-
precedent of the EPCA, including obtaining commitment to its
$6,100,000,000 debt financing and the completion of the rights
offering.

The Wall Street Journal reported that Judge Drain dismissed a
portion of Delphi's complaint, but he rejected most of the
defendants' arguments.  Judge Drain also allowed Delphi to pursue
its fraud claim against the Appaloosa-led group.

The ruling allows Delphi to continue its bid to force the Plan
Investors to make good on the equity investment, WSJ's David
McLaughlin said.

The Plan Investors had also pointed to provision in the EPCA
which provide that the aggregate liability of the the Plan
Investors for any reason, including, for any willful breach,
prior to December 10, 2007, will not exceed $100,000,000, and for
any acts occurring thereafter, will not exceed $250,000,000.

Judge Drain, however, declined to cap damages at the EPCA at
$250,000,000.  General Motors previously said that the terms and
conditions of a new or modified plan, which it is negotiating
with Delphi and the Official Committee of Unsecured Creditors,
will depend in part on the amount of Delphi's recovery in the
litigation.

According to Bloomberg News, Judge Drain dismissed almost all
claims Delphi made against Goldman Sachs Group Inc. and said any
damages award against the parents of investors Harbinger Del-Auto
Investment Co. Ltd. and Pardus DPH Holding LLC should be capped.  
Goldman Sachs & Co. previously stated that it had not obligation
to close on the EPCA if other parties, including Appaloosa,
failed to perform their obligations under the agreement.

Bloomberg's Christopher Scinta added that the Court also turned
aside Delphi's effort to subordinate in priority (or disallow)
any claims the investors, other than Appaloosa, hold against
Delphi.  Judge Drain, according to the same report, also denied
part of Delphi's fraud claim against Appaloosa, though he told
Delphi attorneys they can revise their complaint by the end of
the week to seek reinstatement of that claim.

             GM Allowed to Join As Party-In-Interest

Like A-D Acquisition Holdings, LLC, and Appaloosa Management L.P.
and other defendants to Delphi's $2,550,000,000 complaint, UBS
Securities LLC expressed opposition to General Motors'
participation as party-in-interest.

General Motors, in response, to the objections, clarified that it
does not seek to intervene, but instead simply requests to be
afforded admission to participate as a monitor in the Adversary
Proceedings.

Michael P. Kessler, Esq., at Weil, Gotshal & Manges LLP, in New
York, notes that the role sought by GM is subsumed within the
greater rights that would be afforded to GM were it to exercise
its right to intervene as a party to the Adversary Proceedings.  
In no way, then, does GM's proposal circumscribe any party's
rights or deprive them of any protectable interests, he asserts.

GM also emphasized that it does not seek to propose settlement of
the dispute or take ownership of the Debtors' claims, nor is GM
asserting rights that are derivative of another party's rights in
the Chapter 11 cases, Mr. Kessler stressed.

GM, Delphi and the Official Committee of Unsecured Creditors have
agreed to terms of GM's participation in the Adversary
Proceedings.  Their stipulation, which has been approved by Judge
Drain, provides that:

   (1) Weil, Gothshal and Manges, counsel of GM, will be served
       with all pleadings and other papers in accordance with
       Rule 5 of the Federal Rules of Civil Procedure and Rule
       7005 of the Federal Rule of Bankruptcy Procedure;

   (2) GM, through its counsel, may participate in the Adversary
       Proceedings in a monitoring role, and will be permitted
       to:

          (i) appear before the Court on any matter, including at
              hearings and, as appropriate, chambers conferences;   
      
         (ii) attend mediation sessions and other formal
              settlement negotiations, subject to any
              restrictions by the mediator; and

        (iii) participate in the discovery process, including
              attendance at depositions, access to all
              documents produced and written discovery requests   
              and responses, and deposition transcripts and
              exhibits.
           
   (3) GM will sign and comply with the confidentiality
       restrictions in the Stipulation and Agreed Protective
       Order Governing Production and Use of Confidential and
       Highly Confidential Information entered in the Adversary
       Proceedings;

   (4) GM will have access to all documents produced and written
       discovery requests and responses, and deposition
       transcripts and exhibits;

   (5) Weil Gotshal, on behalf of GM, will be authorized to
       evaluate the Adversary Proceedings.  Neither Weil Gotshal     
       nor GM will use materials provided pursuant to the
       Stipulation and Order for any other purpose;

   (6) The agreement is without prejudice to:
       
          (i) GM seeking further participation rights in the
              Adversary Proceedings;

         (ii) any party opposing the motion;

        (iii) any party seeking greater restrictions; and

         (iv) GM opposing restrictions;

   (7) The agreement is without prejudice to GM seeking to share
       discovery materials with GM personnel in connection with
       testimony by the personnel at depositions, hearings or
       trial, and if the parties cannot agree, the dispute may be
       presented to the Court; and

   (8) Delphi will not settle either of the Adversary Proceedings
       without obtaining input in advance from GM.

Delphi lawyers will confer with GM's lawyers on a regular and
timely basis concerning the Adversary Proceedings.

The Stipulation will be effective for only so long as the Global
Settlement Agreement and Master Restructuring Agreement entered
into between General Motors and Delphi are not terminated.

                          About Delphi

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

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

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

(Delphi Bankruptcy News, Issue No. 139; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            About GM

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

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

Standard & Poor's has cut GM's credit rating to B-, six levels
below investment grade, as falling U.S. sales have required the
automaker to use more cash.  GM says that its readily-available
cash assets total $21,000,000,000 and it still has access to
$5,000,000,000 under its undrawn U.S. credit facilities.


GERARDO AGUERO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gerardo Eleazar Aguero
        Patricia Ann Aguero
        dba South Bay Capital Group
        7933 Quill Drive
        Downey, CA 90242

Bankruptcy Case No.: 08-22046

Chapter 11 Petition Date: Aug. 4, 2008

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Debtors' Counsel: Allan D. Epstein, Esq.
                  Law Office of Allan Dean Epstein
                  333 City Blvd. West, Ste. 1815
                  Orange, CA 92868
                  Tel: (714) 938-0477
                  Fax: (714) 978-8033

Estimated Assets: $500,000 to $1 million

Estimated Debts:  $1 million to $10 million

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

            http://bankrupt.com/misc/califcb08-22046.pdf


HEALTH NET: Revised Earnings Forecast Won't Affect S&P Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services said Health Net Inc.'s
(NYSE:HNT; BB+/Negative/--) announcement that it is reducing its
earnings forecast for year-end 2008 will not result in any rating
action.

Health Net has reduced its year-end 2008 operating earnings
forecast for the second time by an additional $87 million - $92
million. This resulted from lower-than-expected commercial
membership, anticipated increases in both commercial and Medicare
claims costs, lower per-member Medicare reimbursement, higher-
than-expected general and administrative costs, and lower-than-
expected investment income.

Prior to that, on April 30, 2008, Standard & Poor's revised its
outlook on Health Net to negative following the company's first
earnings reforecast. The negative outlook reflects S&P's concerns
regarding possible further weakness in operating performance as
well as the potential for a continuing pattern of earnings
volatility resulting from material nonoperating charges. The
current challenging operating environment the health insurance
industry is facing exacerbates these concerns.

If Health Net's 2008 pretax GAAP operating income (which excludes
charges related primarily to the company's litigation expenses and
expense repositioning initiatives) were to fall below the
currently forecasted $500 million-$510 million or if there were
any additional material nonoperating charges, S&P would likely
lower the ratings by one notch.


HOLDINGS GAMING: Moody's Places Probability of Default at B3
------------------------------------------------------------
Moody's Investors Service assigned these ratings to Holdings
Gaming Borrower LP:

  -- Corporate Family Rating at B3

  -- Probability of Default Rating at B3

  -- $10 million first lien revolver expiring in 4.5 years at B1
     (LGD2, 25%)

  -- $305 million first lien first-out term loan maturing in
     4.5 years at B1 (LGD2, 25%)

  -- $100 million first lien first-loss term loan maturing in
     4.5 years at Caa1 (LGD4, 69%)

  -- Stable rating outlook

Proceeds from the proposed first lien credit facilities, along
with a $150 million second lien term loan maturing in five years
(unrated) and a $200 million cash preferred equity contribution,
will be used primarily to fund the construction of HGB's casino
development in Pittsburgh, Pennsylvania and refinance an existing
bridge loan.  HGB's casino development will be located in downtown
Pittsburgh. Construction began in December 2007.

The B3 corporate family rating reflects the highly leveraged and
start-up nature of the casino development project. Moody's expects
that debt/EBITDA in the first full year following the completion
of the project will be high, at between 5.5 times and 6.0 times
(calculations incorporate Moody's standard analytical
adjustments).  Other key credit concerns include the existing
competition within the proposed casino's primary market area along
with the possibility that the weak economic environment will
continue through June 2009, about the same time HGB's casino is
expected to open.  Positive rating consideration is given to the
good long-term risk/reward profile and fully funded nature of the
project.

The ratings on the individual tranches of HGB's first lien credit
facilities reflect the application of Moody's Loss Given Default  
methodology.  The LGD methodology acknowledges the credit support
provided to the revolver and first lien first-out term loan by the
first lien first-loss term loan and the second lien term loan.

The stable rating outlook anticipates that HGB's casino
development will be constructed on time and on budget, and that
favorable demographics of the Pittsburgh gaming market along with
the location of the casino itself will provide enough customer
traffic and demand for the project to ramp up to the point where
it can cover its fixed charge obligations. The stable outlook also
acknowledges that there are adequate construction contingencies
and an interest reserve designed to cover debt service six months
after construction is complete.

In conjunction with the assignment of ratings to HGB, Moody's
withdrew PITG Gaming HoldCo LLC's B3 CFR and PDR ratings, along
with its Ba3 first lien and Caa1 second lien bank debt ratings.
The ratings were withdrawn because this transaction did not occur.
PITG, which was owned by Don Barden, was the original license
holder and sponsor of the Pittsburgh gaming development. After
receiving approval of the Pennsylvania Gaming Control Board,
certain assets and liabilities of PITG Gaming, LLC will be
contributed to HGB by PITG Gaming, LLC in exchange for 20% of the
common equity in Pittsburgh Gaming Holdings, LP.

Holdings Gaming Borrower, LP is a subsidiary of Pittsburgh Gaming
Holdings LP. Pittsburgh Gaming Holdings, LP is a newly-formed
entity of which an investor group consisting of Walton Street
Capital LLC, High Pitt Gaming LLC, and certain other minority
investors will own 75%.


HOVNANIAN ENTERPRISES: Board Approves Shareholder Rights Plan
-------------------------------------------------------------
Hovnanian Enterprises Inc. disclosed Monday that its Board of
Directors has adopted a shareholder rights plan designed to
preserve shareholder value and the value of certain tax assets
primarily associated with net operating loss carryforwards (NOL)
and built in losses under Section 382 of the Internal Revenue
Code.

The company's ability to use its NOLs and built in losses would be
limited, if there was an "ownership change" under Section 382.
This would occur if shareholders owning (or deemed under Section
382 to own) 5% or more of the company's stock increase their
collective ownership of the aggregate amount of outstanding shares
of Hovnanian Enterprises Inc. by more than 50 percentage points
over a defined period of time.  The Rights Plan was adopted to
reduce the likelihood of an "ownership change' occurring as
defined by Section 382.

"A stockholder rights plan protects the interests of all
stockholders from the possibility of losing the tax benefit of net
operating loss carryforwards and built in losses under Section
382," said Ara K. Hovnanian, president and chief executive officer
of the company.  "The Rights Plan is not intended for defensive or
anti-takeover purposes and is in the best interests of all
stockholders of Hovnanian.  To help ensure that we preserve the
value of NOLs and built in losses under Section 382, the Board may
take measures in addition to the Rights Plan.  Once the tax
benefits of the NOLs and built in losses have been utilized, the
Board intends to terminate the Rights Plan."

Under the Rights Plan, one right will be distributed for each
share of Class A Common Stock and Class B Common Stock of
Hovnanian outstanding as of the close of business on Aug. 15,
2008.  Effective Aug. 15, 2008, if any person or group acquires
4.9% or more of the outstanding shares of Class A common stock of
Hovnanian without the approval of the Board of Directors, there
would be a triggering event causing significant dilution in the
voting power of such person or group.  However, existing
stockholders who currently own 4.9% or more of the outstanding
shares of Class A common stock will trigger a dilutive event only
if they acquire additional shares.  The Rights Plan may be
terminated by the Board at any time, prior to the Rights being
triggered.

The Rights Plan will continue in effect until Aug. 15, 2018,
unless it is terminated or redeemed earlier by the Board of
Directors.  The company plans to submit the continuation of the
Rights Plan to a stockholder vote within the next 12 months, and
the failure to obtain this approval will result in termination of
the Rights Plan.

On or prior to Aug. 15, 2008, the Rights Plan will be filed by
Hovnanian with the Securities and Exchange Commission; this filing
will contain additional information regarding the terms and
conditions of the Rights Plan.  In addition, stockholders of
record of Hovnanian as of Aug. 15, 2008 will be mailed a detailed
summary of the Rights Plan.

                   About Hovnanian Enterprises

Hovnanian Enterprises Inc. (NYSE: HOV) -- http://www.khov.com/--   
founded in 1959 by Kevork S. Hovnanian, chairman, is headquartered
in Red Bank, New Jersey.  The company is one of the nation's
largest homebuilders with operations in Arizona, California,
Delaware, Florida, Georgia, Illinois, Kentucky, Maryland,
Michigan, Minnesota, New Jersey, New York, North Carolina, Ohio,
Pennsylvania, South Carolina, Texas, Virginia and West Virginia.

Hovnanian Enterprises, Inc. is a member of the Public Home
Builders Council of America (PHBCA) -- http://www.phbca.org/-- a   
nonprofit group devoted to improving understanding of the business
practices of America's largest publicly-traded home building
companies, the competitive advantages they bring to the home
building market, and their commitment to creating value for their
home buyers and stockholders.  The PHBCA's 14 member companies
build one out of every five homes in the United States.

At April 30, 2008, the company's consolidated balance sheet showed
$3.96 billion in total assets, $3.07 billion in total liabilities,
$38.6 million in minority interest from inventory not owned,
$1.4 million in minority interest from consolidated joint
ventures, and $850.2 million in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on June 12, 2008,
Fitch Ratings affirmed Hovnanian Enterprises Inc.'s 'B-' Issuer
Default, 'CCC/RR6' Senior subordinated notes, and 'CCC-/RR6'
Series A perpetual preferred stock ratings.  HOV's Rating Outlook
remains Negative.


JAMES WILSON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: James Nile Wilson, Jr.
        aka James N. Wilson, Jr.
            James N. Wilson
            Nile Wilson
        dba Performance Lawn & Irrigation Inc. 20-2170489
        Cynthia Ivester Wilson
        142 Reep Rd.
        Kings Mountain, NC 28086

Bankruptcy Case No.: 08-40509

Chapter 11 Petition Date: August 3, 2008

Court: Western District of North Carolina

Judge: George R. Hodges

Debtor's Counsel: William S. Gardner
                  Gardner Law Offices
                  P.O. Box 1000
                  Shelby, NC 28150
                  Tel (704) 487-0616
                  Fax 1-888-870-1644
                  Email bgardner@maxgardner.com

Estimated Assets: $100,001 to $500,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncwdb08-40509.pdf


JETBLUE AIRWAYS: To Defer Delivery of 10 EMBRAER 190 Aircraft
-------------------------------------------------------------
JetBlue Airways Corp. provides investor guidance for the third
quarter ending September 30, 2008 and full year 2008.

JetBlue announced service to these new city pairs:
  
City Pair                                   Frequency   Start Date

Long Beach, CA - Portland, OR                1x      Oct. 9, 2008
Richmond, VA - Orlando, FL                   1x      Nov. 2, 2008
White Plains, NY - Tampa, FL                 1x      Nov. 2, 2008
Washington, DC (IAD) - West Palm Beach, FL   1x      Dec. 18, 2008
Washington, DC (IAD) - Fort Myers, FL        1x      Dec. 18, 2008
Washington, DC (IAD) - San Juan, Puerto Rico 1x      Dec. 20, 2008

JetBlue also announced it will defer 10 EMBRAER 190 aircraft
originally scheduled for delivery between 2009 through 2011 to
2016.

                    Aircraft Delivery Schedule

As of June 30, 2008, the company's fleet was comprised of 106
Airbus A320 aircraft and 36 EMBRAER 190 aircraft and it had on
order 133 aircraft, which are scheduled for delivery through 2015
(on a relatively even basis during each year), with options to
acquire 113 additional aircraft.

A full copy of the investor update, including the 2008 delivery
schedule and related financings for the remainder of the year is
available at: http://ResearchArchives.com/t/s?3079

                      About JetBlue Airways

Based in Forest Hills, New York, JetBlue Airways Corporation
(Nasdaq: JBLU) -- http://www.jetblue.com/-- is a passenger
airline that provides customer service primarily on point-to-
point routes.  As of June 30, 2008, the company operated a fleet
of 106 Airbus A320 aircraft and 36 EMBRAER 190 aircraft, of which
83 were owned, 55 were leased under operating leases and four were
leased under capital leases.    

JetBlue currently serves 53 cities with 600 daily flights.

                          *     *     *

As reported in the Troubled Company Reporter on July 24, 2008,
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of JetBlue Airways Corp. to Caa2
from Caa1, as well as the ratings of its outstanding corporate
debt instruments and certain Enhanced Equipment Trust
Certificates.  The outlook is negative.

At June 30, 2008, the company's consolidated balance sheet showed
$6.5 billion in total assets, $5.1 billion in total liabilities,
and $1.4 billion in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $1.3 billion in total current
assets available to pay $1.4 billion in total current liabilities.

JetBlue Airways reported a net loss of $7.0 million for the
second quarter ended June 30, 2008, compared with net income of
$21.0 million in the same period of 2007.


JHT HOLDINGS: May Hire Chilmark Partners as Financial Advisor
-------------------------------------------------------------
JHT Holdings, Inc., its parent, JHT Acquisition Corp., and certain
of its direct and indirect subsidiaries obtained permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Chilmark Partners LLC as their financial advisor, effective nunc
pro tunc to the Debtors' bankruptcy filing.

The Debtors have determined that the size of their operations and
expected complexity of their chapter 11 cases require them to
employ financial advisors with knowledge and experience.  
Chilmark, according to the Debtors, has the experience and is
well-qualified to provide the Debtors with the financial advice
and services.

Chilmark has received $240,000 retainer from the Debtors.  This
amounts to two month's worth of fees under a fixed monthly rate of
$120,000.  On March 5, 2008, Chilmark drew the fixed monthly fee
against the retainer.  On March 14 and 20, the Debtors funded the
retainer $60,000 each time, replenishing the retainer balance to
$240,000.  Similar actions were made for the months of April
through June 2008.  As of June 23, 2008, the retainer has a
balance of $240,000.

In addition to the fixed monthly fee, Chilmark will get a
completion fee upon consummation of (a) an additional $600,000 fee
for an out-of-court restructuring, or (b) a $1,000,000 disposition
or restructuring fee other than what was described, plus 100%
reimbursement of fees.

The Debtors have maintained that Chilmark does not hold or
represent any interest materially adverse to the interest of the
Debtors' estates.

The firm can be reached at:

   Matthew R. Rosenberg
   Member
   Chilmark Partners, LLC
   875 North Michigan, Suite 3460
   Chicago, IL 60611

                        About JHT Holdings

Headquartered in Kenosha, Wisconsin, JHT Holdings Inc. --
http://www.jhtholdings.com/-- and its affiliates provide over-
the-road transportation of various types of motor vehicles,
including commercial trucks and cars.  The Debtors have non-debtor
foreign affiliates in Canada and Mexico.  Another Mexican
affiliate, Mexicana Logistics, S.A. de C.V. is owned 50% by JHT
Holdings and 50% by Gustavo Vildosola, a Mexican national with no
connection to the Debtors.  JHT Acquisition Corp. owns all of the
outstanding stock of JHT Holdings.  JHT Acquisition is a holding
company owned by a group of investors, MTGLQ Investors, L.P., D.B.
Zwirn Special
Opportunities Fund, L.P., ZM Private Equity Fund I, Spectrum
Investment Partners, L.P. and Stonehouse Investment Company LLC.

The company and 16 of its affiliates filed for chapter 11
protection on June 24, 2008 (Bankr. D. Del. Lead Case No. 08-
11267).  Michael B. Solow, Esq., D. Tyler Nurnberg, Esq., Heath D.
Rosenblat, Esq., and Andrea Johnson Frost, Esq., at Kaye Scholer
LLC serve as the Debtors' primary bankruptcy counsel.  David B.
Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton,
LLP, serves as the Debtors' Delaware counsel.  Reinhart Boerner
Van Deuren s.c. serves as the Debtors' general outside corporate
counsel, conflicts-of-interest counsel, and co-restructuring
counsel.  Administar Services Group LLC is the Debtors' claims,
noticing, and balloting agent.  The U.S. Trustee has appointed
members to the Official Committee of Unsecured Creditors to serve
in this case.  Pachulski Stang Ziehl & Jones LLP represents the
Creditors' Committee.  When the Debtors filed for protection
against their creditors, they listed assets and debts between $100
million to $500 million.  The Debtors have amended their chapter
11 plan.  A hearing to consider confirmation of that plan is set
for Sept. 17, 2008.


JOE GIBSONS: Closes Business on Aug. 2, 2008
--------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina will
convene a hearing on Aug. 14, 2008, at 1:30 p.m. to consider
whether to dismiss the chapter 11 cases of Joe Gibson's Auto
World, Inc. and Joe Gibson Automotive, Inc. or convert their cases
to chapter 7 liquidations.

Craig Peters at Spartanburg Herald-Journal reports that the
Debtors' businesses closed on Friday, Aug. 2, 2008.  According to
Mr. Peters, Pat Knie and David Alford said that the Debtors'
attorney, William McCarthy, Esq., disclosed at a court hearing on
Thursday that the dealerships had no choice but to close, because
they have not taken in enough revenue since filing for Chapter 11
bankruptcy on July 16, 2008.

Mr. Peters reports that Mr. Knie and Mr. Alford have each filed
more than 30 suits alleging fraud by the Debtors.  The suits stem
from a series of commercials that said people could lease a Suzuki
for monthly payments between $47 and $99.

Customers have claimed, according to Mr. Peters, they were told
they could then swap the vehicle for another one at the end of a
year and continue with the low payments.  However, the customers
say they were not allowed to swap their vehicles and were
blindsided by much higher payments, Mr. Peters says.

                      About the Debtors

Joe Gibson's Auto World, Inc., and its subsidiary, Joe Gibson
Automotive, Inc., sell new & used automobiles in retail.

Joe Gibson's Auto World, Inc., and Joe Gibson Automotive, Inc.,
filed separate voluntary petitions under Chapter 11 on July 16,
2008 (Bankr. S.D. N.Y. Lead Case No. 08-04215).  G. William
McCarthy, Jr., Esq., represent the Debtors in their
restructuring efforts.  When Joe Gibson's Auto World, Inc. filed
for bankruptcy, it listed estimated assets of between $1,000,0000
and $10,000,000 and estimated debts of between $10,000,0000 and
$50,000,000.


JONES APPAREL: S&P Lowers Ratings to 'BB'; Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on apparel marketer Jones
Apparel Group Inc. to 'BB' from 'BB+'. The ratings were removed
from CreditWatch, where they were placed with negative
implications on May 1, 2008, following weak results for the
quarter ended April 5, 2008. The recovery rating on the company's
senior unsecured notes remains '4', indicating the expectation for
average (30%-50%) recovery in the event of a payment default. The
outlook is negative. Total debt outstanding at July 5, 2008, was
about $750 million.

"The ratings downgrade reflect the company's deteriorating
financial measures and operating trends, including higher leverage
[over 5x] and contracting margins," said Standard & Poor's credit
analyst Susan Ding. Other factors that S&P has taken into
consideration include the underlying negative operating trends and
difficult retail environment. Jones' declining margins reflect its
changing product mix and continued challenges in its footwear and
accessories segments in recent periods. While its key brands are
well recognized, the company still needs to rejuvenate and
profitably grow these brands. Primarily as a result of product
issues in its footwear division during 2007, the company closed
out footwear inventory, which significantly depressed operating
margins. As a result, its EBITDA margin contracted to about 7.4%
for the last-12-months period ended July 5, 2008, compared with
10.1% a year ago and midteens in prior periods. S&P expects the
company's credit protection measures to continue to be pressured.
Furthermore, some of Jones' remaining core brands and businesses,
especially the footwear and retail operations, remain soft. For
the last 12 months ended July 5, 2008, EBITDA interest coverage
was 4.6x, compared with 4.8x a year ago, while leverage increased
to 5.4, versus 3.8x in the prior year.

The ratings on the Bristol, Pa.-based apparel marketer and
manufacturer reflect the company's weakening operating trends and
credit measures. The ratings also reflect the highly competitive
nature of the apparel and footwear businesses, and the company's
concentration in the department store channel. These factors are
somewhat offset by the company's scale and well-recognized brands
in the women's apparel and footwear segments and its product
portfolio diversity. The ratings also reflect the company's
continued ability to generate fairly stable cash flows despite
very difficult industry conditions.

S&P expects that Jones will be challenged to improve its operating
performance in the near term, in light of the soft retail
environment and the weak economic conditions. S&P could lower the
ratings if Jones is unable to rejuvenate its brands and improve
its performance and credit measures as expected, or if leverage is
not reduced to below 5x by fiscal year end. If the company can
improve and sustain its operating margins and credit protection
measures, especially sustaining leverage below 4.5x, S&P could
change the outlook to stable.  S&P's internal forecast indicate
that even if 2008 full-year sales declined by 4% and the EBITDA
margin declined by about 100 basis points, leverage would trend to
the 5x area.


JONES APPAREL: Moody's Confirms Ba1 CF Ratings; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service confirmed Jones Apparel Group Inc.'s
Corporate Family Rating and Probability of Default rating at Ba1.
A negative rating outlook was assigned.  At the same time, the
company's Speculative Grade Liquidity rating was raised to SGL-2
from SGL- 3. Today's rating actions conclude the rating review
which commenced on May 5, 2008

The confirmation anticipates that Jones will show improvement in
credit metrics as a result of continued improvements in its owned
retail business, which returned to profit in the latest quarter
and expansion into the mass channel with the company's launch of
the 'l.e.i' brand at Wal-Mart Stores.  Expansion into the mass
channel is expected to increase sales over the longer term and
provide a greater level of earnings stability.  The confirmation
also takes into consideration the company's strong liquidity
position and historically conservative financial policies.

The negative rating outlook considers that Jones' credit metrics
are still considered weak for the rating category along with
Moody's expectation of continued economic weakness.  Ratings could
be lowered if the company is not able to demonstrate continued
improvement in the latter half of 2008.  Ratings could also be
lowered if the company's is unable to maintain its good liquidity
position which gives the company the ability to reduce leverage
going forward.  Currently, Jones has enough cash on hand
($322 million as at July 5, 2008) to satisfy its $250 million
November 2009 principal debt maturity.

The upgrade to SGL 2 acknowledges Jones' improved covenant
flexibility following amendments to the company's existing
committed revolving credit facilities.  The SGL-2 also recognizes
Jones' significant cash balance and available credit lines. The
company has access to a $500 million revolving credit facility
that matures in June 2009 and a $750 million revolving credit
facility in May 2010.  Additionally, the company's assets are not
pledged to any of its credit agreements which provides the company
with some additional flexibility.

These ratings were confirmed, and LGD assessments amended:

  -- Corporate Family Rating at Ba1

  -- Probability of Default rating at Ba1

  -- $250 million senior unsecured notes due 2009 at Ba1 (LGD4,
     55% from LGD4, 53%)

  -- $250 million senior unsecured notes due 2014 at Ba1 (LGD4,   
     55% from LGD4, 53%)

  -- $250 million senior unsecured notes due 2034 at Ba1 (LGD4,
     55% from LGD4, 53%)

These rating was upgraded:

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

Jones Apparel Group Inc., headquartered in Bristol, Pennsylvania,
is a designer, marketer and wholesaler of branded apparel,
footwear, and accessories.  The company also markets directly to
consumers through various mall based specialty retail stores and
outlet stores.  Jones owns a number of nationally recognized
brands including Jones New York, Anne Klein, Nine West, Gloria
Vanderbilt and l.e.i.  Revenues for the latest 12-month period
ended July 5, 2008, were approximately $3.7 billion.


JOURNAL REGISTER: Deregisters Shares for Issuance Under Bonus Plan
------------------------------------------------------------------
Journal Register Company is terminating all offerings of its
Common Stock, $0.01 par value per share, pursuant to its existing
registration statements. This post-effective amendment filed by
the Company deregisters all shares of the Common Stock that had
been registered for issuance under the JOURNAL REGISTER COMPANY
MANAGEMENT BONUS PLAN on the Company's Registration Statement on
Form S-8, Registration No. 333-27557, that remain unsold upon the
termination of the sales of shares covered by the Registration
Statement.

In accordance with an undertaking made by the Company in its
Registration Statement to remove from registration, by means of a
post-effective amendment, any shares of the Company's Common Stock
which remain unsold at the termination of the offering, the
Company hereby removes from registration all shares of its Common
Stock under the Registration Statement which remained unsold as of
the date hereof.

                         *     *     *

As reported by the Troubled Company Reporter on Aug 5, 2008,
Standard & Poor's Ratings Services withdrew its ratings on Journal
Register Co., including the 'D' corporate credit rating.

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

As reported by the TCR on Aug. 4, 2008, Moody's Investors Service
downgraded Journal Register Company's Probability of Default
rating to D from Caa3 and its Corporate Family rating to Ca from
Caa2. The rating outlook is stable.  Moody's plans to withdraw all
of Journal Register's ratings shortly.


KNIGHT COMMERCE: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Knight Commerce Centre Inc.
        2nd Floor, 8081 Congress Avenue
        Boca Raton, FL 33487

Bankruptcy Case No.: 08-20923

Chapter 11 Petition Date: August 1, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Thomas L. Abrams, Esq
                  1776 N Pine Island Rd No. 309
                  Plantation, FL 33322
                  Tel (954) 523-0900
                  Email tabrams@tabramslaw.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

Debtor's 6 Largest Unsecured Creditors:

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

DEI Food Service               Vendor                $150,000
3908 N. 29 Ave.
Hollywood, FL 33020

Palm Beach County Tax          Taxes                 $100,335
Collector
P.O. Box 3715
West Palm Beach, FL 33402

Foreign Fairs Inc.             Vendor                 $81,502

Shutts & Bowen LLP             Vendor                 $10,936

Oracle Elevator Company        Vendor                  $1,065

AT&T                           Vendor                    $255


KOGER MANAGEMENT: Court Converts Case to Chapter 7 Liquidation
--------------------------------------------------------------
Nicholas M. Horrock at Connection Newspapers reports that the U.S.
Bankruptcy Court for the Eastern District of Virginia granted the
request by Koger Management Group Inc. to convert its chapter 11
case into a liquidation proceeding under Chapter 7 of the
Bankruptcy Code.

As reported by the Troubled Company Reporter on July 11, 2008, the
Bankruptcy Court ordered the liquidation of Koger Management.  The
sale of the Debtor's was held in June 2008.  The TCR, citing a
report by Dan Telvock at The Free Lance-Star in Fredericksburg,
Virginia, related that Gates, Hudson & Associates Condominium
Management acquired the Debtor's assets for $275,000.  The new
owner took over 100 accounts from the Debtor, Free-Lance Star
said.

Owner Robert Koger gave his consent by signing the court sale
order, which revoked his real estate license, Free-Lance Star
said.  Mr. Koger sought conversion of the chapter 11 case.

Free-Lance Star noted that Lella Amiss E. Pape, Esq., counsel to
dozens of homeowners associations managed by the Debtor, commented
that a chapter 7 proceeding will result in "pennies on the dollar"
for her clients; and that a chapter 11 increases probability of
full payout to creditors.  Based on the report, about 200
homeowners association asserted claims totaling $10.3 million
against the Debtor.

The Free-Lance Star also noted that in 2006, a state headed
investigation found former chief financial officer, Jeffrey Koger,
as the primary culprit in the embezzlement of hundreds of
homeowners association's funds.  The Free-Lance Star said Robert
Koger reported the missing funds to the police.

Investigation of the case is ongoing, and no charges have been
filed, The Free-Lance Star wrote.  Robert's son, Jeffrey, is
presently in prison for attempted murder of a state police, The
Free-Lance Star said.  In June 2008, Jeffrey Koger's case was sent
to a grand jury for possible indictment.

Connection Newspapers says the Chapter 7 ruling brought to an end
the strange saga of Robert S. Koger and his firm, which had been
one of the largest management firms in the Washington area.  Ms.
Pope, according to Connection Newspapers' Mr. Horrock, doubted
that Robert Koger, now 60, would be left with any significant
wealth.  Mr. Pope, Mr. Horrock relates, guessed that attorney's
fees alone would be $200,000 eating up a lot of Koger's sales
proceeds.  Mr. Horrock says creditors have called a meeting for
August to discuss the matter.

Mr. Horrock also added that the U.S. attorney filed in the
bankruptcy case as a representative of the Small Business
Administration, which loaned Koger $1 million to buy the Fairfax
offices.  No public statements have been made concerning a federal
investigation of Koger that began in 2007, Mr. Horrock says.

                      About Koger Management

Fairfax, Virginia-based Koger Management Group Inc., dba Tri-State
Management, -- http://www.kogermanagement.com/-- managed   
homeowners associations in Virginia for decades.  The Debtor filed
its chapter 11 petition on July 26, 2007 (Bankr. E.D. Va. Case No.
07-11947).  The company is owned by Robert Koger, whose son,
Jeffrey Koger, was found as main culprit in the embezzlement of
corporate funds.  Judge Stephen S. Mitchell presides over the
case.  Thomas P. Gorman, Esq., at Tyler, Bartl, Gorman & Ramsdell,
P.L.C., represents the Debtor in its restructuring efforts.  The
Debtor listed estimated assets of $1 million to $100 million and
estimated debts of $1 million to $100 million when it filed for
bankruptcy.


LAKE LAS VEGAS: Auction of Assets Slated for August 22
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada entered an
order approving bidding procedures proposed by Lake Las Vegas
Resort, aka Village Hotel Investors, LLC, and its debtor-
affiliate.

The assets for sale include a real property commonly known as The
Ritz-Carlton, Lake Las Vegas located in Henderson, Nevada.

Objections to the sale are due Aug. 15, 2008, at 5:00 p.m.,
Pacific time.  An auction is slated for Aug. 22, 2008, at 9:30
a.m., in the bankruptcy court at Courtroom 1, 300 Las Vegas
Boulevard South in Las Vegas, Nevada.  The sale hearing is set for
Aug. 22, 2008, at 1:30 p.m. before the Hon. Linda B. Riegle.

The Debtors have not yet disclosed their stalking horse bidder.

The Troubled Company Reporter said on April 4, 2008, that the
Debtors intends to "aggressively" market a 14.7-acre property in
Las Vegas during its chapter 11 case.

To avoid a $103 million mortgage foreclosure by German American
Capital Corp., a subsidiary of Deutsche Bank AG, Village Hotel
Investors LLC, owner of a Ritz Carlton hotel resort in Lake Las
Vegas, filed for Chapter 11 protection with the Court on April 1,
2008.

Marriott International Capital Corp., which claims to have
ownership interest in the hotel, has a $12 million claim on the
Debtor.  A contract to sell the project, which could have paid all
creditors, didn't follow through because the buyer wasn't able to
pay the deposit.

                        About Lake Las Vegas

Lake Las Vegas Resort, aka Village Hotel Investors, LLC, --
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.

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.

Lake Las Vegas and Village Hotel Holdings, LLC filed their chapter
11 petition on April 1, 2008 (Bankr. D. Nev. Case Nos. 08-13043
and 08-13044).  Brett A. Axelrod, Esq., at Lewis and Roca, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors listed total asset of $190,774,283 and total liabilities
of $98,728,038 in its schedules.


LAKE LAS VEGAS: Has Until December 22 to Exclusively File Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada extended
until Dec. 22, 2008, the exclusive period in which Lake Las Vegas
Resort, aka Village Hotel Investors, LLC and its debtor-affiliate
may file their chapter 11 plan.

The Court also extended through Oct. 28, 2008, the Debtors'
deadline to assume or reject unexpired leases of non-residential
real property under which the Debtors are lessees.

                        About Lake Las Vegas

Lake Las Vegas Resort, aka Village Hotel Investors, LLC, --
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.

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.

Lake Las Vegas and Village Hotel Holdings, LLC filed their chapter
11 petition on April 1, 2008 (Bankr. D. Nev. Case Nos. 08-13043
and 08-13044).  Brett A. Axelrod, Esq., at Lewis and Roca, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors listed total asset of $190,774,283 and total liabilities
of $98,728,038 in its schedules.


LAKE LAS VEGAS: Amends Schedules of Assets and Liabilities
----------------------------------------------------------
Lake Las Vegas Resort, aka Village Hotel Investors, LLC, and its
debtor-affiliate, delivered to the U.S. Bankruptcy Court for the
District of Nevada their amended schedules of assets and
liabilities, disclosing:

   Name of Schedule                        Assets      Liabilities
   ----------------                      ----------    -----------
   A. Real Property                    $133,932,768
   B. Personal Property                  56,841,515
   C. Property Claimed as Exempt                      
   D. Creditors Holding Secured                        $98,201,655
      Claims
   E. Creditors Holding Unsecured                     
      Priority Claims
   F. Creditors Holding Unsecured                          526,383
      Nonpriority Claims
                                         ----------    -----------
   TOTAL                               $190,774,283    $98,728,038

Lake Las Vegas Resort, aka Village Hotel Investors, LLC, --
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.

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.

Lake Las Vegas and Village Hotel Holdings, LLC filed their chapter
11 petition on April 1, 2008 (Bankr. D. Nev. Case Nos. 08-13043
and 08-13044).  Brett A. Axelrod, Esq., at Lewis and Roca, LLP,
represents the Debtors in their restructuring efforts.


LAKE LAS VEGAS: Gets OK to Use Credit Suisse's $127 Mil. DIP Fund
-----------------------------------------------------------------
Lake Las Vegas Resort, aka Village Hotel Investors, LLC, received
approval from the U.S. Bankruptcy Court for the District of Nevada
to enter into a $127 million debtor-in-possession financing
agreement.

The Debtor told the Hon. Linda B. Riegle that it had reached a
consensual agreement with various creditors and the Official
Committee of Unsecured Creditors on the terms of the $127 million
facility from a group of lenders led by Credit Suisse as agent.

"We are gratified by the Court's decision [] and particularly
appreciative of the work of the Creditor Committee, individual
creditors, lenders and their representatives in diligently working
together to craft an agreement," said Frederick Chin, president
and CEO of Lake Las Vegas.

                        About Lake Las Vegas

Lake Las Vegas Resort, aka Village Hotel Investors, LLC, --
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.

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.

Lake Las Vegas and Village Hotel Holdings, LLC filed their chapter
11 petition on April 1, 2008 (Bankr. D. Nev. Case Nos. 08-13043
and 08-13044).  Brett A. Axelrod, Esq., at Lewis and Roca, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors listed total asset of $190,774,283 and total liabilities
of $98,728,038 in its schedules.


LANDSOURCE COMMUNITIES: May Hire Sitrick as PR Consultants
----------------------------------------------------------
The U.S. Bankruptcy Court Court authorizes LandSource Communities
Development LLC and its debtor-affiliates to hire Sitrick and
Company Inc. as their corporate communications consultants, nunc
pro tunc to June 8, 2008.  The Hon. Kevin J. Carey approved the
Debtors' indemnification obligations under the Engagement Letter,
subject to these terms:

   (a) Any request by Sitrick for indemnification will be subject
       to prior approval of the Court, in accordance with
       Sections 330 and 331 of the Bankruptcy Code;

   (b) All requests by Sitrick for payment of indemnity must be
       made through an application and will be subject to Court
       review, provided, however, that in no event will Sitrick
       be indemnified in he case of its own bad faith and
       negligence;

   (c) In no event will Sitrick be indemnified if the Debtors
       or the Official Committee of Unsecured Creditors asserts a
       claim for and a court determines by final order that the
       claim arose out of Sitrick's bad faith and negligence; and

   (d) In the event that Sitrick seeks reimbursement for
       attorneys' fees, the invoices and supporting time records
       from the attorneys will be included in Sitrick's own
       applications and will be subject to the Court's approval.

Further, Judge Carey ordered that the obligation of the Debtors
to pay interest at the rate of 10% per annum on all sums due
under the Engagement Letter that are not paid within 45 days of
when they are due is inoperative during the pendency of the
Chapter 11 cases.

As reported in the Troubled Company Reporter on June 17, 2008,
Sitrick and Company Inc. will:

   (a) develop and implement communications programs and related
       strategies and initiatives for communications with the
       Debtors' key constituencies, including customers,
       employees, vendors, related key constituencies, and the
       media, regarding the Debtors' operations and progress
       through the chapter 11 process;

   (b) develop public relations initiatives for the Debtors to
       maintain public confidence and internal morale during the
       Chapter 11 process;

   (c) prepare press releases and other public statements for the
       Debtors, including statements relating to major Chapter 11
       events;

   (d) prepare other forms of communication to the Debtors' key
       constituencies and the media; and

   (e) perform other communications consulting services as may be
       requested by the Debtors.

Michael S. Sitrick, president, chairman, and chief executive
officer of Sitrick, assured Judge Carey his firm is a
"disinterested person," as that term is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

                   About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).  
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 8;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Taps Two HoganWebb Personnel as CROs
------------------------------------------------------------
Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code,
LandSource Communities Development, LLC, and its affiliated
debtors seek the U.S. Bankruptcy Court for the District of
Delaware's permission to employ Timothy P. Hogan and H. Lawrence
Webb of HoganWebb LLC as their co-chief restructuring officers,
nunc pro tunc to July 1, 2008.  The Debtors also ask the Court to
approve their CRO agreement with HoganWeb LLC.

Before the Petition Date, the steering committee for the First
Lien Lenders proposed the retention of managers with experience
in the real estate industry but who would be independent from the
Debtors and their lenders.  These managers will have the
authorization to act on behalf of LandSource's executive
committee in approving major decisions with respect to the
Chapter 11 cases.

Considering this input, the Debtors decided to retain advisors
who will assist them in addressing their business and financial
circumstances.  Beginning in April 2008, the Debtors approached
and conducted interviews with a number of financial advisory and
turnaround firms.  After a comprehensive search and interview
process undertaken, in cooperation with the First Lien Lenders,
the Debtors have determined to employ both Messrs. Hogan and Webb
of HoganWebb LLC as co-CROs.

Pursuant to the CRO Agreement, the CROs will perform services in
two phases:

   (1) The First Phase commenced on July 1, 2008.  

   (2) The Second Phase will commence:

       -- upon the Debtors' failure to perform these acts:

             * file with the Court a plan of reorganization on or
               prior to the later of (i) the date that is 120
               days after the Petition Date and (ii) the date
               that the Debtors' exclusive period to file a plan
               of reorganization expires in accordance with the
               limitations provided in Section 8.19 of the
               $1,185,000,000 DIP Credit Agreement;

             * obtain the Court's order confirming the plan of
               reorganization by that date that is 90 days after
               the date the plan of reorganization is filed; and

             * consummate the plan within 30 days after the entry
               of the confirmation order; and

       -- immediately after any breach of Section 8.19 of the DIP
          Credit Agreement; provided, however, that Second Phase
          will not commence prior to the 120th day after the
          Petition Date, and if the Debtors satisfy the
          conditions in Section 8.19, 180th day after the
          Petition Date.

During the First Phase, the CROs are expected to:

   (a) perform a financial review of the Debtors:

   (b) assist the Debtors in developing possible restructuring
       plans or strategic alternatives for maximizing the
       enterprise value of the Debtors' business;

   (c) serve as a principal contact with the Debtors' creditors
       with respect to the Debtors' financial and operational
       matters;

   (d) evaluate and supplement project-level cash flows prepared
       by the Debtors that will be used for the evaluation of
       strategic alternatives;

   (e) assist the Debtors in the development of strategic
       alternatives for the portfolio and its individual
       properties in the context of the current market
       environment;

   (f) assist in the implementation of strategic alternatives, as
       requested; and

   (g) perform other services that are consistent with the
       CRO's scope of duties.

Upon the commencement of the Second Phase, the CROs will be
deemed the sole members of the Executive Committee, and will have
all of the powers and duties provided in a limited liability
company agreement.  The Executive Committee will remain in place
during the Second Phase for the sole purpose of governing the
affairs of the Valencia Water Company.  The CROs will not
participate in the management of Valencia Water Company and will
not take any action that will result in Valencia Water Company
refraining from any action.  

The salient terms of the CROs' retention are:

   (1) Fees.  HoganWebb will receive $120,000 per month for
       during the First Phase, and $170,000 per month during the
       Second Phase.

   (2) Expenses.  HoganWebb will be reimbursed for reasonable
       fees and expenses, including (i) the fees and expenses of
       outside local market consultants retained to assist the
       CROs, and (ii) up to $75,000 for HoganWebb to obtain
       third-party insurance to protect against any liability
       obligations the CROs may be exposed to as a result of
       their services to the Debtors; provided, however, those
       fees and expenses reimbursed to HoganWebb will not
       exceed $10,000 per month.

   (3) Incentive Compensation.  If the Bankruptcy Court enters
       an order confirming reorganization plan by June 7, 2009,
       the Debtors will pay HoganWebb $1,000,000.  The firm will
       also be entitled to a success fee in the aggregate amount
       of 20 basis points on each dollar of consideration
       distributed in the aggregate to holders of prepetition
       claims required to be distributed under any reorganization
       plan to the extent the consideration is in excess of
       $750,000,000.

   (4) Term.  During the First Phase, the engagement of the CROs
       may only be terminated without cause by the consent of all
       parties.  During the Second Phase, the engagement may only
       be terminated upon entry of an order of the Court.  In the
       event of any termination, any fees and expenses due will
       be remitted promptly, including those that accrued prior
       to termination.  In the event of any termination without
       cause, payment of the Incentive Compensation will be
       payable if a plan of reorganization is confirmed within
       the later of June 7, 2009 and three months following the
       termination.

   (5) Indemnity.  The Debtors indemnify HoganWebb and the CROs
       against certain losses incurred in connection with their
       performance, with the exception of losses resulting from
       the CROs' gross negligence or misconduct.

Because it will be employed as a crisis manager pursuant to
Section 363 of the Bankruptcy Code, rather than as a professional
under Section 327, HoganWebb will not be required to submit fee
applications, and instead, will file quarterly invoices with the
Court.

Messrs. Hogan and Webb maintain their firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to
the Debtors or their estates.

A full-text copy of the CRO Agreement is available for free at:

               http://ResearchArchives.com/t/s?3063

                   About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).  
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 8;
http://bankrupt.com/newsstand/or 215/945-7000).


LUBBOCK MEDICAL: Northstar Hospital Plans to Acquire Debtor
-----------------------------------------------------------
Chris Van Wagenen of The Lubbock Avalanche-Journal reports that
Northstar Hospital LLC is reportedly expected to make an offer to
acquire Lubbock Texas-Highland Medical Center, LP, subject to
approval of the U.S. Bankruptcy Court approval.

Mr. Van Wagenen says that Northstar Hospital, which has some
investment ties to Northstar Surgical Center in Lubbock, Texas, is
expected to loan Highland Medical $75,000 to make its payroll as
part of its due diligence process.

Highland Medical's attorney, Max Ralph Tarbox, Esq., at McWhorter,
Cobb & Johnson, LLP, said the hospital is expected to file a
motion within the next 10 to 12 days that will open the door to a
formal Northstar offer, according to Mr. Van Wagenen.

         About Lubbock Texas-Highland Medical Center, LP

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

The Debtor filed for chapter 11 bankruptcy protection on May 31,
2008, before the U.S. Bankruptcy Court for the Northern District
of Texas (Case No. 08-50202).  Max Ralph Tarbox, Esq., at
McWhorter, Cobb & Johnson, LLP, in Lubbock, Texas, represents the
Debtor.

When it filed for bankruptcy, the Debtor disclosed $10 million to
$50 million in estimated assets and debts.


ML-CFC COMMERCIAL: S&P Lowers Class P Securities Rating to CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of pooled commercial mortgage pass-through certificates
from ML-CFC Commercial Mortgage Trust 2006-2. Concurrently, we
affirmed our ratings on the 18 remaining classes from this series.

The downgrades reflect the anticipated losses and credit support
erosion upon the eventual resolution of the two assets with the
special servicer, CWCapital Asset Management Inc. The lowered
ratings also reflect the credit deterioration of eight loans in
the pool totaling $65.8 million (3.6%); each
of the eight loans was reported to have debt service coverage
(DSC) below 1.0x.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

As of the July 14, 2008, remittance report, the collateral pool
consisted of 191 loans with an aggregate trust balance of $1.820
billion, compared with
191 loans totaling $1.841 billion at issuance. The master
servicers, Wachovia Bank N.A. (Wachovia) and KeyBank Real Estate
Capital Markets Inc. (KeyBank),
reported financial information for 98.5% of the pool. Seventy-
eight percent of the servicer-provided information was full-year
2007 data. Based on this data, Standard & Poor's calculated a
weighted average DSC of 1.65x, up from 1.40x at issuance. There
are two loans with the special servicer totaling $13.7
million; one loan ($5.5 million) is 30-plus-days delinquent, and
the other loan ($8.2 million) is 90-plus-days delinquent. An
appraisal reduction amount (ARA) totaling $512,957 is in effect
for the latter of the two loans. To date, the trust has not
experienced any losses.

Details for the specially serviced assets are:

     -- Roseland Shopping Center is a 94,020-sq.-ft. unanchored
retail center located in Shelby Township, Mich. The loan has an
unpaid principal balance of
$8.2 million and a total exposure of $9.0 million, including
advances and interest thereon. The loan was transferred to the
special servicer due to payment default and is 90-plus-days
delinquent. A receiver has been appointed, and the special
servicer has received a summary judgment for foreclosure.
Foreclosure has been scheduled for the end of September 2008. An
ARA of $512,857 is in effect for this asset. Standard & Poor's
expects a loss upon the resolution of this asset.

     -- The Carriage Hills Apartments loan is secured by a 125-
unit garden-style multifamily complex located in Montgomery, Ala.,
and has a total exposure of $5.5 million. The loan was transferred
to CWCapital on June 2, 2008, due to payment default. The special
servicer conducted a property inspection on June 24, 2008, and the
property was characterized as "fair." CW Capital  ordered an
appraisal. The special servicer is filing for a receivership and
scheduling foreclosure. The transfer of the loan is recent and
details are still forthcoming from the special servicer. Based on
the exposure per unit of $44,156, there is a risk of a loss upon
the resolution of this loan.

There are eight loans in the pool, totaling $65.7 million (3.6%),
that have reported DSCs lower than 1.0x. These loans are secured
primarily by a variety of multifamily, retail, and office
properties. The loans range in size from $30.3 million to $1.8
million and have experienced a weighted average decline in DSC of
28.5% since issuance. These eight loans include the BTR Capital
Portfolio loan, which is on the watchlist.

Wachovia and KeyBank reported a watchlist of 27 loans ($131.3
million, 7.2%). The BTR Capital Portfolio loan ($17.7 million,
0.97%) is the largest loan on the watchlist and the sixth-largest
loan in the pool. The loan is secured by one retail, one office,
and four industrial properties and one land parcel, which together
comprise 1,871,624 sq. ft. in and around Baltimore, Md.  The loan,
which was previously with the special servicer, appears on the
watchlist because the portfolio reported a year-end 2007 DSC of
0.88x and 73% occupancy. Subsequently, a new lease has been signed
for the largest warehouse property, and we expect the DSC to
increase to 1.01x. The remaining loans are on the watchlist
primarily because of low occupancy or a decline in DSC since
issuance.

The top 10 loans have an aggregate outstanding balance of $589.0
million (32.4%) and a weighted average DSC of 1.85x, up from 1.51x
at issuance. With
the exception of the BTR Capital Portfolio, none of the top 10
loans appear on the watchlist. Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures, and nine of the properties were
characterized as "good," while the remaining property was deemed
to be in "excellent" condition.

One loan in the pool had credit characteristics consistent with
those of an investment-grade obligation at issuance. The loan
continues to exhibit these credit characteristics. The 100 Summer
Street loan is the largest exposure in the pool with a trust and
whole-loan balance of $180.0 million (9.8%). The loan is
collateralized by a 1,057,475-sq.-ft., 32-story, class A office
building in Boston, Mass. For the year ended Dec. 31, 2007, DSC
was 2.81x, and occupancy was 100%.

The property's largest tenant, Fidelity Properties (217,876 sq.
ft., 20.6% of net rentable area {NRA}), is a wholly owned
subsidiary of Fidelity Investments ('AA'). Fidelity will vacate a
majority of its space in December 2008 and will continue to occupy
a total of 57,458 sq. ft. State Street Bank
('AA'), however, will lease a total of 112,764 sq. ft. (10.9% of
property NRA) by Feb. 1, 2010. Standard & Poor's considered the
Fidelity and State Street
lease activity in arriving at an adjusted loan-to-value of 77%,
which was comparable to its value at issuance.

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

RATINGS LOWERED

ML-CFC Commercial Mortgage Trust 2006-2
Commercial mortgage pass-through certificates
            Rating            
Class     To      From    Credit enhancement (%)

L         B+      BB-                       2.02
M         B       B+                        1.90
N         B-      B                         1.64
P         CCC+    B-                        1.39

RATINGS AFFIRMED
     
ML-CFC Commercial Mortgage Trust 2006-2
Commercial mortgage pass-through certificates
   
Class       Rating           Credit enhancement (%)

A-1         AAA                               30.35
A-2         AAA                               30.35
A-3         AAA                               30.35
A-SB        AAA                               30.35
A-4         AAA                               30.35
A-1A        AAA                               30.35
AM          AAA                               20.23
AJ          AAA                               12.65
B           AA                                10.62
C           AA-                                9.74
D           A                                  7.97
E           A-                                 6.95
F           BBB+                               5.31
G           BBB                                4.30
H           BBB-                               3.16
J           BB+                                2.66
K           BB                                 2.40
X           AAA                                 N/A

N/A-Not applicable.


MORTGAGES LTD: Case Conversion Motion Still Up, Rightpath Says
--------------------------------------------------------------
Chris Reeder, Esq., counsel to Rightpath Limited Development
Group, alleged that Mortgages Ltd. intended to mislead the public
through a Web site statement, Phoenix Business Journal's Jan
Buchholz writes.  Mortgages Ltd. had stated that Rightpath's
motion to convert Mortgages Ltd.'s case to liquidation was denied
by the U.S. Bankruptcy Court for the District of Arizona on
Monday, Aug. 4, 2008, Business Journal says.

Mortgages Ltd.'s site states: "Several of you may have heard or
recently read that over the weekend attorneys for Rightpath filed
an emergency motion for an order converting our case to a Chapter
7 bankruptcy or, alternatively, for an appointment of a Chapter 11
Trustee.  We are pleased to report that on August 4 the court
denied this motion."

Debtor counsel, Carolyn Johnsen, Esq., at Jennings, Strouss &
Salmon P.L.C., explained that Mortgages Ltd.'s post was merely a
"glitch," Business Journal relates.  

No ruling was made by the Court on August 4, rather a status
conference was held.  What was denied by the Court on August 6 was
Rightpath's motion to exceed the page limitation for its emergency
motion for conversion or the appointment of a chapter 11 trustee,
based on a court document.  KML Development Group also pressed the
Court to appoint a case trustee.

Mr. Reeder said that Mortgages Ltd.'s "false statement" is reason
enough to name a case trustee, Business Journal notes.  According
to him, the misconduct of Debtor's management is worsening,
Business Journal adds.

According to the report, Ms. Johnsen asserted that they do not
intend to mislead people.  She pointed that Mortgages Ltd.
president, staff, and bankruptcy counsels have been in several
talks with investors with the intention to pay investors.

Ms. Johnsen did not disclose who made the online statement,
Business Journal reports.

                        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: Insists Need to Access $125 Million DIP Financing
----------------------------------------------------------------
Mortgages Ltd. responded to objections filed by various parties to
its motion to access debtor-in-possession financing.  The Debtor
told the U.S. Bankruptcy Court for the District of Arizona that
many of the objections overlap and can be addressed in general
categories.

The Troubled Company Reporter related on July 15, 2008, that
Mortgages Ltd. 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 construction line of credit to finance the
      completion of certain projects that are the subject of
      prepetition loans by the Debtor at present.

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

Several parties have filed objections to the Debtor's DIP request,
including Central & Monroe, LLC, and Osborn III Partners, LLC, who
have significant claims against the estate, assert that the
Debtor's proposed lender may have a pre-existing relationship with
the Debtor that needs to be disclosed in detail.  Central and
Osborn filed an involuntary petition under Chapter 7 against the
Debtor on June 20, 2008.  The Debtor argues that the involuntary
petition was improper and was filed in bad faith by Central and
Osborn.  The Debtor points out that Central and Osborn are not
eligible creditors within the meaning of Section 303(b)(1).

The Debtor told the Court that it has an urgent need to use up to
$500,000 from the $5,000,000 revolving line of credit to fund
operations, on the interim basis.

In its response, the Debtor pointed:

A. The Origination Fee

The terms sheet with Stratera Portfolio Advisors, LLC, includes a
$125,000 origination fee.  Stratera has agreed that only $12,500
will be required from an initial $500,000 draw and the remainder
may be paid upon Court approval of a final order approving the
financing.

B. Lock-out Provision

The terms sheet with Stratera provides for a 30-day lock-out
provision.  Stratera has agreed to remove that provision.

C. Carve-out for Professionals

Clarification was made that the carve-out for professionals will
include counsel for the Unsecured Creditors' Committee and the
Investor Committee.

D. Priming

Clarification was made that the liens granted to Stratera are not
intended to prime existing liens on the properties.  These
existing liens include those claimed by Southwest Value Partners,
Artemis Realty Capital, Gold Creek, the fractional interests held
by investors, the interest held by William C. Lewis in the Zacher
loans, and Arizona Bank and Trust.

E. Stratera Disclosure and Loan Documents

It appears that Stratera retained counsel on Aug. 4, 2008, and the
first contact with counsel was on Aug. 5, 2008.  As a result, the
proposed interim order was not lodged with the Court at the time
of filing the motion.  There are no loan documents with respect to
this transaction.  The sole principal of Stratera is Doug Smith,
who signed the term sheet that was negotiated in good faith and at
arm's length.

F. Need for Financing

Grace entities claim that the Debtor does not need the financing
because it is escrowing borrower payments, a portion of which the
Debtor is entitled as servicing fees and its interest in various
fractional shares.  That is true, but the Court has required the
monies to be segregated.  In its joint motion to pay investors
filed with the committee of investors, the Debtor and the
Committee attempted to have the money released but the motion was
met with a rash of objections.  One of the investors, Eva Sperber,
has filed her own motion to release payments.  That motion, too,
has been met with a number of objections, including Grace
entities.  It is rather disingenuous to play both sides.  
Consequently, the Debtor is not currently able to use the money
and it is in dire need of it to pay payroll and other expenses.

G. Radical Bunny, LLC

Radical Bunn, LLC has objected mainly on the ground that its
purported security interest will be primed.  Radical Bunny is not
a secured creditor.  The Debtor has researched the issue
extensively; Radical Bunny's problem is that there is no security
agreement between it and the Debtor.

For purposed of the request for interim financing only, the Debtor
can demonstrate that Radical Bunny is adequately protected.  It is
protected by the on-going operations which are preserving its
collateral.  It is protected by the fact that payments which are
received from borrowers are currently being segregated.

H. On-Going Business

Two borrowers, Rightpath Limited Development Group and University
& Ash, have objected mainly on the ground that the Debtor is not
an on-going business and that financing should be postponed
pending a current motion to appoint a case trustee or convert the
case.  This is but another effort by borrowers t attempt to derail
the case in an effort to extract unreasonable and unwarranted
discounts on their loans.  The Debtor has been stymied by these
borrowers in continuing its business, which it is doing
irrespective of their unscrupulous efforts.  With additional
financing, the Debtor will surive, will continue business, and
will file a plan of reorganization.

                        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.


MORGAN STANLEY: Moody's Cuts $11MM Class IV-B Notes Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Morgan Stanley Managed ACES SPC, Series 2005-1:

  -- Class Description: $100,000,000 Class I-A Secured Floating
                        Rate Notes due 2013

  -- Prior Rating: Aaa

  -- Current Rating: Aa1

  -- Class Description: $96,000,000 Class II-A Secured Floating
                        Rate Notes due 2013

  -- Prior Rating: Aa2, on watch for possible downgrade

  -- Current Rating: A1

  -- Class Description: EUR 38,000,000 Class II-B Secured Floating
                        Rate Notes due 2013

  -- Prior Rating: Aa2, on watch for possible downgrade

  -- Current Rating: A1

  -- Class Description: $3,000,000 Class III-A Secured Fixed Rate   
                        Notes due 2013

  -- Prior Rating: A2, on watch for possible downgrade

  -- Current Rating: Baa3

  -- Class Description: GPY 500,000,000 Class III-B Secured
                        Floating Rate Notes due 2013

  -- Prior Rating: A2, on watch for possible downgrade

  -- Current Rating: Baa3

  -- Class Description: EUR 20,000,000 Class III-C Secured
                        Floating Rate Notes due 2013

  -- Prior Rating: A2, on watch for possible downgrade

  -- Current Rating: Baa3

  -- Class Description: $10,000,000 Class III-D Secured Floating
                        Rate Notes due 2013

  -- Prior Rating: A2, on watch for possible downgrade

  -- Current Rating: Baa3

  -- Class Description: GPY 500,000,000 Class IV-A Secured      
                        Floating Rate Notes due 2013

  -- Prior Rating: Baa2, on watch for possible downgrade

  -- Current Rating: Ba2

  -- Class Description: $11,000,000 Class IV-B Secured Floating
                        Rate Notes due 2013

  -- Prior Rating: Baa2, on watch for possible downgrade

  -- Current Rating: Ba2

  -- Class Description: GPY 200,000,000 Class V-B Secured Floating
     Rate Notes due 2013

  -- Prior Rating: Ba2, on watch for possible downgrade

  -- Current Rating: B3

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
securities.


MORGAN STANLEY: Moody's Trims Class V Floating Notes Rating to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Morgan Stanley Managed ACES SPC, Series 2005-2:

  -- Class Description: $40,000,000 Class V Secured Floating Rate
                         Notes due 2013

  -- Prior Rating: Ba2, on watch for possible downgrade

  -- Current Rating: B3

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
securities.


MULTI SECURITY: S&P Cuts Rating on 3 Classes of Securities to CCC
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
classes from Multi Security Asset Trust L.P.'s series 2005-RR4 and
removed them from CreditWatch with negative implications, where
they were placed on May 28, 2008. Concurrently, S&P affirmed its
ratings on three other classes.

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 is a primary factor for the rating
actions.

According to the trustee report dated July 30, 2008, the
transaction's current assets included 40 classes ($692.6 million,
100%) of CMBS pass-through
certificates from 14 distinct transactions issued between 1998 and
2001. Only First Union-Lehman Brothers-Bank of America Commercial
Mortgage Trust's series 1998-C2 ($213.6 million, 31%) represented
an asset concentration of 10% or more of total assets. The
aggregate principal balance of the assets and
liabilities each totaled $692.6 million, down from $740.2 million
at issuance. All of the $47.6 million reduction in both total
assets and liabilities is due to principal paydown of the
collateral, which has reduced the principal balance of class A-1
to $89.5 million. S&P considered the expected additional
principal paydown of the collateral in S&P's affirmation of the
'AAA' rating on class A-1. The transaction has realized no
principal losses to date, and none
of the current assets are first-loss CMBS assets.

S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'BB' rated
obligations. Standard & Poor's rates $129.6 million (19%) of the
assets. S&P reanalyzed S&P's outstanding credit estimates for the
remaining assets.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Multi Security Asset Trust L.P.
CMBS pass-through certificates series 2005-RR4

             Rating
Class    To           From

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

RATINGS AFFIRMED

Multi Security Asset Trust L.P.
CMBS pass-through certificates series 2005-RR4

Class    Rating

A-1      AAA
X-1      AAA
X-2      AAA


NEW CAP: NY Court to Consider Scheme of Arrangement on August 12
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will consider on Aug. 12, 2008, 10:00 a.m., John Gibbons' request
to give effect in the United States New Cap Reinsurance
Corporation Limited' Scheme of Arrangement and Permanent
Injunction pursuant to Section 304 of the Bankruptcy Code.  

The hearing will be held at Alexander Custom House, One Bowling
Green, New York City.

The Scheme of Arrangement was sanctioned by the Supreme court of
New South Wales and was made effective on April 28, 2008.

John Gibbons is the appointed liquidator and scheme administrator
of the Debtor.  Mr. Gibbons proposed that the Scheme:

   -- will be given full effect in the U.S. and be binding on and
      enforceable against all creditors in the U.S.;

   -- will permanently enjoin all persons and entities from:

      * taking any action in contravention of, or inconsistent
        with the Scheme;

      * seizing, repossessing, transferring. relinquishing or
        disposing of any property of the Debtor in the U.S., or
        the proceeds thereof, to any person or entity other than
        the Scheme administrators;

      * commencing or continuing any action or other legal
        proceedings against the Debtor or any of its property or
        any proceeds, except as provided in the Scheme;

      * enforcing any judicial, administrative or regulatory
        judgment, assessment or order or arbitration award and
        commencing or continuing any act for other legal
        proceeding, permitted in the Scheme; and

      * drawing down any letter of credit established by on behalf
        or at the request of the Debtor, in excess of amount
        expressly authorized by the terms of the contract or
other           
        agreement.

New Cap Reinsurance Corp. (Bermuda) Ltd. and its New Cap
Reinsurance Corp. Ltd. subsidiary filed chapter 11 petitions in
the U.S. Bankruptcy Court in Manhattan on April 27, 1999, with the
parent estimating both assets and liabilities at over $100
million. The parent company, based in Hamilton, Bermuda, is
engaged in the business of insurance and reinsurance whereas the
Sydney, Australia-based subsidiary, founded in 1997, writes
worldwide casualty, catastrophe, marine, occupational, and
personal insurance policies.

The Supreme Court of Bermuda and the High Court of Justice of
England and Wales sanctioned on Feb. 23, 2006, a Scheme of
Arrangement between New Cap Reinsurance Corporation (Bermuda)
Limited, and the scheme creditors of the company.

Copies of the orders sanctioning the Scheme were delivered to
the registrars of companies in Bermuda and England on the same
day.  The Scheme became effective in both Bermuda and England on
that date.


NEW CENTURY HOME: S&P Cuts Ratings on 3 Asset-Backed Notes to D
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of asset-backed notes issued by New Century Home Equity
Loan Trust 2006-S1 to 'D' from 'CCC'.  The downgrades reflect the
erosion of the credit support for the affected classes during the
July 25, 2008, distribution, as the collateral continues to incur
monthly net losses at an unprecedented pace. The transaction
realized a net loss of $15,852,679 during the July distribution,
exceeding the available credit support by over $11 million, the
amount by which the transaction is now undercollateralized. Due to
the deteriorating performance of the collateral, S&P does not
expect the transaction to become fully collateralized.

As of the July 25, 2008, distribution, cumulative realized losses
were 42.86% of the original pool balance, while total
delinquencies were 26.69% of the current pool balance. During the
past two months, the transaction incurred approximately $39.70
million in losses, representing roughly 30% of the $133,984,724 in
cumulative realized losses. Furthermore, monthly net losses
averaged just over $10 million per month during the last 12
months. The transaction is 29 months seasoned and has a pool
factor of 30.59%. The transaction had an original pool balance of
$312.641 million.

The ratings on these three classes were originally 'AAA'.  S&P
first lowered the ratings to 'AA' on July 19, 2007, and,
subsequently, lowered them to 'CCC' on Dec. 20, 2007. All of the
subordinate classes have already defaulted.

The collateral for this transaction consists of closed-end, fixed-
rate subprime mortgage loans secured by second liens on
residential real properties. All of the mortgage loans were
originated by New Century Mortgage Corp. As of the cut-off date,
the loans had an average original combined loan-to-value ratio of
99.84%, and the average credit score was 658. In addition, 42.64%
of the mortgage loans were originated in California.

RATINGS LOWERED

New Century Home Equity Loan Trust 2006-S1
Asset backed notes series 2006-S1
                         Rating
Class                 To         From

A-1                   D          CCC
A-2a                  D          CCC
A-2b                  D          CCC


NJ COM'L LAUNDRY: Organizational Meeting to Form Panel Set Aug. 14
------------------------------------------------------------------
The United States Trustee for Region 3 will hold an organizational
meeting in the Chapter 11 case of The New Jersey Commercial
Laundry Group, LLC, on August 14, 2008, at 1:00 p.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.

Clayton, New Jersey-based The New Jersey Commercial Laundry Group,
LLC, sells commercial laundry equipment and provides related
services.  The Debtor filed for chapter 11 protection before the
U.S. Bankruptcy Court for the District of New Jersey on June 27,
2008 (Case No. 08-21998).  Phillip F. Drinkwater III, Esq.,
represents the Debtor.  When it filed for bankruptcy, it disclosed
less than $50,000 in estimated assets and between $50,000 to
$100,000 in estimated debts.


PACIFIC LUMBER: Calif. S.C. Says Headwater Forest Permits Invalid
-----------------------------------------------------------------
The California Supreme Court held in mid-July 2008 that some of
The Pacific Lumber Company's logging permits for the Headwaters
Forest were improperly approved, rendering them invalid, Bloomberg
News reports.  The permits included a master logging plan and a
license to capture and kill some endangered species at the area,
Bloomberg says.  

The Supreme Court ruled that the California Department of
Forestry "approved an inadequate 50-year timber management plan
required as part of the 1999 Headwaters deal," Times-Standard
notes in a separate report.

The Environmental Protection Information Association and Sierra
Club filed a lawsuit against PALCO and certain of its affiliates,
the California Department of Forestry & Fire Protection, and the
California Department of Fish and Game in the Superior Court in
Humboldt County, California, in March 1999.  EPIC alleged that the
issuance of a Sustainable Yield Plan and California permits to
PALCO violated the California Endangered Species Act and the
California Environmental Quality Act.  That same month, the United
Steelworkers of America filed a similar action in Humboldt County
Superior Court, challenging the validity and legality of PALCO's
SYPs.  

Subsequently, the EPIC and the USWA Actions were consolidated.
The California Court ruled in favor of EPIC and USWA in 2003.

The Defendants, however, took an appeal of the 2003 Order and
subsequently, the Court of Appeals reversed the California Court
ruling in 2005, except for one issue in the EPIC case.  The issue
is with respect to the validity of the logging permits and
licenses.

The Supreme Court held that a plan allowing PALCO to harvest
trees in 211,000 acres of ancient redwood trees had not been
finalized when the state of California approved the project,
Bloomberg discloses.  As a result, there has been difficulty in
determining whether PALCO had been compliant with the Headwaters
Agreement or not, the news source notes.

Bloomberg cites the Supreme Court ruling may have little to no
effect to PALCO assets as those assets are being acquired for
$850 million by Marathon Structured Finance Fund L.P. and
Mendocino Redwood Company, LLC, under a recently approved Plan of
Reorganization.  "It doesn't matter because the sustained yield
plan has been superseded by another process, so there's no
impact," Edgar Washburn, an attorney for PALCO, told Bloomberg in
an interview.

                       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).


PARMALAT SPA: High Cost, Low Demand Cut H1 EBITDA to EUR146.3MM
---------------------------------------------------------------
Parmalat S.p.A. released its preliminary results for the for
half ended June 30, 2008.

The Parmalat Group posted EUR146.3 million in EBITDA on
EUR1.9 billion in net revenues for the first half 2008, compared
with EUR163.2 million in EBITDA on EUR1.81 billion in net
revenues for the same period in 2007.

The company attributed the lower EBITDA compared with 2007 to:

    * increase in the cost of milk raw material;

    * the negative impact of lower unit sales caused by
      shrinking consumer demand and strong competitive pressure
      from private labels;

    * an increase in manufacturing overheads and marketing costs
      attributable almost exclusively to strong inflationary
      pressure in South Africa and Central and South America.

At June 30, 2008, the Group's net financial position showed an
improvement of EUR45.2 million, with net financial assets
increasing from EUR855.8 million at Dec. 31, 2007 to
EUR901 million at June 30, 2008.

The main reasons for this positive change are:

    * cash flow from operating activities, which totaled about
      EUR15 million, net of changes in operating working capital
      and investments;

    * flows from non recurring activities, which amounted to
      EUR36.7 million principally reflecting the deconsolidation
      of EUR35.1 million in net borrowings of Newlat S.p.A.,
      sold in May 2008;

    * inflows from litigation, which reflected proceeds of
      EUR437.9 million from settlement agreements executed
      during the first half of 2008 and expenses of
      EUR28.8 million to pursue legal actions;

    * tax-related flows, which totaled about EUR172.6 million,
      including EUR83 million for operating activities and
      EUR89.6 million for litigation settlements;

    * dividend payments of EUR262.1 million;

    * a change in net indebtedness for the period, with
      liquidity increasing by more than EUR45 million, due in
      part to a positive currency translation effect
      (appreciation of the euro versus the currencies of
      consolidated companies) of more than EUR27 million.

                         Parmalat S.p.A.

Meanwhile, Parmalat S.p.A. posted EUR24.9 million in EBITDA on
EUR458.3 million on net revenues for first half 2008, compared
with EUR34.9 million in EBITDA on EUR426.9 million in net
revenues for the same period in 2007.

Net profit of the period is inclusive of the settlements for a
total amount of EUR437.9 million beyond the adjustment of the
intangible assets due to the impairment test for an amount of
about EUR60 million.

Net financial assets grew from around EUR1.23 billion at
Dec. 31, 2007, to around EUR1.32 billion at June 30, 2008.  The
improvement is the result of a positive cash flow from
operations and reflects the contribution of the nonrecurring
transactions.

                         Business Outlook

The worsening of the economic and financial crisis has affected
the economic trend of Parmalat Australia and Parmalat South
Africa.

To this situation a major decline of the Italian market must be
added.  Damages suffered by the above mentioned markets have
been only partially compensated by the positive trend of other
subsidiaries and by the operational actions already implemented
and in course of implementation.

In consideration of the results and in absence of extraordinary
events, it is confirmed the "guidance" for the Group that
presents an increase in revenues of 3% respect to 2007, while it
is expected that EBITDA of the Group, for this period, could be
around EUR350 million.

Parmalat expects between EUR445 million to EUR450 million in net
profit for first half 2008, compared with EUR198.2 million in
net profit for the same period in 2007.

Parmalat Group expects between EUR425 million to EUR430 million
in consolidated net profit for first half 2008, compared with
EUR244.3 million in consolidated net profit for the same period
in 2007.

                        About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products   
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court granted
Parmalat permanent injunction.



PARMALAT SPA: NJ Court Denies Citigroup Bid to Dismiss Claims
-------------------------------------------------------------
United States Judge Jonathan N. Harris at the Bergen County
Superior Court in New Jersey denied a request by Citigroup Inc.
for a directed verdict dismissing the claims asserted by Parmalat
SpA.

This means that the trial will proceed to a jury verdict, Parmalat
said, in a news release.  Citigroup had requested that the New
Jersey Court rule on the case directly and absent a jury.

Parmalat filed a US$2.2-billion suit against Citigroup for
contributing to Parmalat's bankruptcy in 2003.  Dr. Enrico Bondi,
appointed "extraordinary commissioner" for Parmalat's cases,
claimed that Citigroup aided and abetted a breach of fiduciary
duties by Parmalat insiders and helped hide its off-balance-sheet
debt.

Citigroup asserted counterclaims against Parmalat, denying any
wrongdoings and claimed that it was a victim of the fraud which
led to the Italian dairy giant's collapse in 2003.  "Citi is a
victim of Parmalat's fraud and we are confident the merits of our
position will be demonstrated at trial," a Citigroup spokesperson
stated, according to Reuters.

Reuters notes that motions filed by a defendant to ask a judge to
dismiss the other side's claims when the plaintiff finishes
presenting evidence before the defendant conveys its case is not
unusual but often fails.

"I believe, with no lack of confidence, that it would be an abuse
of my discretion to grant the motion to dismiss the case at this
time," Judge Harris said.

Judge Harris added a "rational juror" could conclude, based on
the evidence presented, that "misappropriation or looting" took
place, warranting damages.

           Appellate Division Denies Appeal on Evidence

Judge Jose L. Fuentes of the Appellate Division of the Superior
Court in New Jersey, in early July, denied Citigroup Inc.'s
request to appeal from an order that allows Parmalat SpA to
introduce evidence supporting its lawsuit against the Citigroup,
Chad Bray of Dow Jones Newswires reported.

According to Mr. Bray, Citigroup had objected to the inclusion of
a 2004 Italian financial police report listing all the alleged
misappropriations from 1992 to 2003 by Calisto Tanzi, Parmalat's
founder, his family, as well as the company's former managers.

                        About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products   
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court granted
Parmalat permanent injunction.


PARMALAT SPA: Appeals Court Denies Bid to Bar Class Action Suit
---------------------------------------------------------------
The United States Second Circuit Court of Appeals of New York
denied Parmalat S.p.A.'s appeal from order by the U.S. District
Court for the Southern District of New York denying the company's
request for an injunction pursuant to Section 304 of the
Bankruptcy Code, Parmalat said in a company statement.

Parmalat's request had sought to preclude a purported class of
investors from proceeding with a class action against Parmalat in
the United States.

While recognizing that the class action filed in the United
States has been settled, the Second Circuit denied the appeal
from the District Court's ruling that the action would have been
permitted to proceed in the United States.  The Second Circuit
emphasized that any judgment obtained in the United States has to
be presented in the Italian bankruptcy court for ultimate
determination.

                        About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products   
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court granted
Parmalat permanent injunction.


PARMALAT SPA: Italian Court Starts Trial Against Tanzi, 53 Others
-----------------------------------------------------------------
Italian Judge Eleonora Fiengo in Parma, Italy, granted in July
2008 the request of Enrico Bondi, chief executive officer of
Parmalat SpA, to seek cash for the company in a criminal trial
against Calisto Tanzi, founder of Parmalat, and 53 individuals
accused of fraud which led to Parmalat's 2003 bankruptcy, Sara Gay
Forden of Bloomberg News reported.

"The court upheld our request to receive damages from the
defendants in the trial," Manuela Cigna, Mr. Bondi's lawyer, told
Bloomberg.

Fabio Belloni, Mr. Tanzi's lawyer, stated that his client and the
other defendants did not oppose Mr. Bondi's request.  Judge
Fiengo also allowed 30,000 individual investors to seek redress,
Bloomberg added.

The decision is a victory for Mr. Bondi, Ms. Forden said, since
in a Milan criminal trial he had lost the right to seek damages
for market manipulation.  Additionally, the U.S. District Court
had also dismissed most of the claims against Citigroup Inc.,
Parmalat's bank, Bloomberg noted.

Mr. Bondi is seeking compensation for the EUR14,000,000,000, or
US$21,600,000,000, shortfall when Parmalat went bankrupt in 2003.  
According to Bloomberg, the amount of the award will be decided
by the Parma Court at the end of the trial, along with a guilty
verdict.

In a subsequent ruling, Judge Fiengo transferred the case against
Cesare Geronzi, chairman of Mediobanca SpA, to Rome for
jurisdictional reasons, Bloomberg reported.  Mr. Geronzi was
charged with extortion and fraudulent bankruptcy, in connection
with the 1999 sale of Eurolat to Parmalat.

"Finally the court has upheld the request we made from the
beginning to move the trial to the competent jurisdiction," Ennio
Amodio, Mr. Geronzi's lawyer, was quoted as saying.  "Now the
trial will be transferred to Rome, where we expect to clarify
that Cesare Geronzi had no responsibility for the charges he is
accused of."

                        About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products   
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court granted
Parmalat permanent injunction.


PARMALAT SPA: UniCredit Group Settles for EUR271.7 Million
----------------------------------------------------------
Parmalat S.p.A. has reached an agreement with the UniCredit
Group settling all transactions and claims between the parties
in any way related to the period prior to the date when the
Parmalat Group was declared insolvent (December 2003).

Consequently, Parmalat S.p.A. is ceasing all actions to void and
actions for damages that it has filed or could possibly file in
the future against the UniCredit Group.  In consideration of
this agreement, the UniCredit Group will pay Parmalat S.p.A.
EUR229.7 million.

Similar settlement agreements have been executed by the banks of
the UniCredit Group, on the one hand, and the Extraordinary
Administration Commissioner of the Parmatour Group, Parma
Associazione Calcio and the other companies of the old Parmalat
Group currently under extraordinary administration on the other
hand.

Pursuant to these agreements, the UniCredit Group will pay:

    * EUR37 million to the companies of the Parmatour Group;

    * EUR4 million to Parma Associazione Calcio; and

    * EUR1 million to the other companies under extraordinary
      administration (licensee companies, Streglio, Eliair,
      Parmalat Molkerei and Deutsche Parmalat),

Unicredit also waived all verified claims it may hold against
the companies.

Moreover, the UniCredit Group waived all claims put forth in
actions filed against companies under extraordinary
administration challenging or demanding the verification of
claims and, more in general, any and all claim for damages,
thereby minimizing the impact of the remaining disputes.  For
his part, the Extraordinary Commissioner agreed to waive any
further claims or actions to void or actions for damages filed
against the UniCredit Group for aiding and abetting in bringing
about and aggravating the financial collapse of various
companies.

The Extraordinary Commissioner further agreed to refrain from
joining as plaintiff seeking damages in any of the pending
criminal proceedings.

Parmalat, UniCredit and the Extraordinary Commissioner express
their satisfaction at the agreement reached.

                        About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products    
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court granted
Parmalat permanent injunction.



PIERRE FOODS: Wants Kirkland & Ellis LLP as Attorneys
-----------------------------------------------------
Pierre Foods Inc. and its debtor-affiliates ask permission from
the United States Bankruptcy Court for the District of Delaware to
employ Kirland & Ellis, LLP, as their attorneys.

As attorneys, Kirkland & Ellis is expected to advise the Debtors
on their debtors-in-possession powers and duties and on the
conduct of their cases.  The firm is also expected to attend
meetings and negotiate with all parties involved in the Debtor's
cases, prosecute actions on their behalf and defend them, prepare
pleadings related to their cases, among other necessary legal
services.

Jonathan S. Henes, Esq., a partner at the Firm, told the Court
that it will bill the Debtors these hourly rates:

      Partners                $500-$975
      Counsel                 $380-$870
      Associates              $275-$595
      Paraprofessionals       $120-$260

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

Headquartered in Cincinnati, Ohio, Pierre Foods Inc. --
http://www.pierrefoods.com-- manufactures and sells ready-to-cook  
and pre-cook products.  The company and and 13 of its affiliates
filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del.
Lead Case No.08-11469).  Paul Noble Heath, Esq., at Richards,
Layton & Finger P.A., represents the Debtors in their restucturing
efforts.  The Debtors selected Kurtzman Carson Consultants LLC as
their claims agent.  When the Debtors filed for protection against
their creditors, they listed estimated assets between $500 million
and $1 billion, and estimated debts between $100 million and $500
million.


PLASTECH ENGINEERED: To File Plan of Liquidation in Coming Weeks
----------------------------------------------------------------
Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, says that Plastech Engineered
Products Inc. and its debtor-affiliates intend to file a plan
of liquidation over the coming weeks, and intend to seek
confirmation of the plan thereafter.

Mr. Galardi made the disclosure in a document seeking the
assumption of a license agreement.

After settling disputes with its customers Ford Motor Company,
Chrysler LLC, General Motors Corporation, Johnson Controls, Inc.,
Plastech obtained the approval of the U.S. Bankruptcy Court for
the Eastern District of Michigan to sell its major units to
various buyers, which included JCI.

The Debtors' plan filing deadline expires September 2008.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PORTER SQUARE: Collateral Decline Cues Fitch's Ratings Downgrade
----------------------------------------------------------------
Fitch downgraded and removed from Rating Watch Negative five
classes of notes issued by Porter Square CDO III, Ltd./Inc.  These
rating actions are effective immediately:

  -- $166,048,922 class A-1 notes to 'B' from 'A';
  -- $56,000,000 class A-2 notes to 'CCC' from 'BBB';
  -- $48,000,000 class B notes to 'CC' from 'BB';
  -- $14,385,534 class C notes to 'C' from 'B';
  -- $22,631,472 class D notes to 'C' from 'CCC'.

Porter Square III is a cash flow structured finance collateralized
debt obligation that closed on Oct. 25, 2005 and is managed by TCW
Asset Management Company.  Presently 71.5% of the portfolio is
comprised of 2005 and 2006 vintage U.S. subprime residential
mortgage-backed securities, and 4.1% consists of 2005, 2006 and
2007 vintage U.S. SF 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 Fitch's
last rating action on Nov. 21, 2007, approximately 69.8% of the
portfolio has been downgraded, with 10.5% of the portfolio
currently on Rating Watch Negative.  76.8% of the portfolio is now
rated below investment grade, including 46.2% of the portfolio
rated 'CCC+' or below.  The negative credit migration experienced
since Fitch's last rating action has resulted in the Weighted
Average Rating Factor deteriorating to 27.3 ('B+/B') from 8.6
('BBB-/BB+'), breaching its covenant of 6.4 ('BBB/BBB-'), as of
latest trustee report dated June 27, 2008.

The collateral deterioration has caused each of the
overcollateralization tests to fall below 100% and fail their
respective triggers.  As of the latest trustee report the class
A/B OC ratio was 84.2%, the class C OC ratio was 80.0%, and the
class D OC ratio was 74.3%.  As a result of the coverage test
failures, the transaction is currently diverting interest proceeds
from the class C and class D notes, instead using these proceeds
to redeem class A-1 principal.  Payment of interest to the class C
and class D notes has been made in kind by writing up the
principal balance of each class by the amount of interest owed.

The ratings on the classes A-1, A-2 and B notes address the timely
receipt of scheduled interest payments and the ultimate receipt of
principal as per the transaction's governing documents.  The
ratings on the classes C and D notes address the ultimate receipt
of interest payments and ultimate receipt of principal as per the
transaction's governing documents.


RELIANT ENERGY: Retail Unit's Performance Won't Affect S&P Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said the poor performance of
Reliant Energy's retail services unit in Q2 2008 has no effect on
the company's 'BB-' rating. The outlook remains stable. S&P's
'BB-' rating does not require Reliant to achieve its earnings
forecasts. For instance, under Reliant's original forecast (that
did not incorporate the Q2 losses), and assuming strong merchant
market conditions continue (December 2007 prices), Reliant will
accumulate almost $3
billion in cash by the end of 2010. However, S&P does not expect
Reliant to achieve significantly higher debt paydown than the $400
million Orion maturity in 2010 already factored into the forecast
(and the $3 billion cash balance). Reliant's management has
indicated a "permanent debt" target of $2.5 billion, which implies
an additional debt paydown of about $300 million. This leaves
Reliant with a lot of financial flexibility for dividends, stock
buybacks, additional debt paydown, or capital expenditures. The
losses in Q2 merely imply that the level of surplus could be
lower, but S&P still expects Reliant will be able to maintain
ratios consistent with S&P's expectations for the rating.

Fundamentally, however, these events once again highlight the
importance of risk management, especially for a company like
Reliant that does not own generation to support the retail
business. While the risks of the merchant business are mainly
related to the business cycle and longer-term commodity price
trends, that of the retail business is related mostly to short-
term price volatility and supply risk management. In this case, a
large portion of Reliant's supply was located in the ERCOT-North
zone while load is primarily in ERCOT-Houston. Hot weather and
some plant outages resulted in congestion in the North-Houston
transmission lines and Reliant was unable to rely on its supply
from the North zone, having to purchase more expensive power in
the Houston zone. The change in ERCOT's congestion management
protocols in June has alleviated the issue somewhat.

While Reliant fundamentally manages to a flat book for the retail
business and tries to keep its market exposure to a minimum, such
exposures are managed somewhat unconventionally, through a system
consisting purely of volumetric limits. There is no value-at-risk
(VaR) computation for risk management purposes.
While unusual, Reliant believes that by focusing on volumes it can
avoid the leeway that is sometimes available to traders to be long
or short during periods of low volatility as long as they stay
within their VaR limits. It is certainly unclear if a formal VaR
approach and associated stress analyses would have included the
type of congestion related price spikes observed in ERCOT in May
and June. However, management has promised an internal
reexamination of its risk management policies.


REVE SPC: Moody's Lowers Segregated Portfolio S. 49 Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating on these notes
issued by REVE SPC Segregated Portfolio Series 49:

  -- Class Description: $4,000,000 ING Managed Synthetic 2007-2
                        Class D Notes, due 2014

  -- Prior Rating: Baa2, on watch for possible downgrade

  -- Current Rating: Ba1

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
securities.


SENDTEC INC: Completes Second Closing of Debentures Exchange
------------------------------------------------------------
SendTec, Inc. completed the second closing in connection with the
recapitalization and restructuring of its Senior Secured
Convertible Debentures pursuant to the Recapitalization Agreement
dated March 25, 2008 among SendTec and the holders of its Senior
Secured Convertible Debentures.

At the first closing under the Agreement on March 26, 2008, all of
the Senior Secured Convertible Debentures with an outstanding
principal amount of $32,730,000 were exchanged for a combination
of an aggregate of 10,801 shares of SendTec Series B Preferred
Stock having an aggregate stated value of $18,361,700, and Amended
and Restated Senior Secured Convertible Debentures in the
aggregate amount of $14,368,300.

At the second closing, such Amended and Restated Debentures were
exchanged for a combination of 1,978 shares of SendTec Series B
Preferred Stock having an aggregate stated value of $3,368,304,
which includes a cash settlement for fractional shares in the
aggregate amount of $5,704, and Residual Senior Secured
Convertible Debentures due July 31, 2011, in the aggregate amount
of $11 million with no interest either payable or to be accrued
thereunder, no principal payments due prior to maturity, and no
financial covenants.

These new Residual Debentures will automatically convert into
Series B Preferred Stock if SendTec raises minimum aggregate gross
proceeds of $5 million from the sale of its common stock or Series
B Preferred Stock by July 31, 2009.

Paul Soltoff, chairman and CEO stated, "We continue to add new
customers and explore new relationships and opportunities.  The
remainder of 2008 and 2009 should be a momentum building
opportunity for our team of seasoned professionals."

                      About SendTec Inc.

Headquartered in St. Petersburg, Florida, SendTec Inc. (OTC BB:
SNDN) -- http://www.sendtec.com/-- is a holding company organized
for the purpose of acquiring, owning, and managing various
marketing and advertising businesses, primarily involving the
Internet.  The direct response marketing services business of the
company's wholly-owned subsidiary, SendTec Acquisition Corp., has
been its sole line of business.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $45,982,933, total liabilities of $45,964,385 and total
stockholders' equity of $18,548.


SERACARE LIFE: Former Executives Settle SEC Civil Lawsuit
---------------------------------------------------------
SeraCare Life Sciences former CEO Michael Crowley Jr. and former
board member Jerry Burdick settled a civil fraud lawsuit by paying
penalties of $25,000 each, the Union-Tribune of San Diego reports.

The U.S. Securities and Exchange Commission sued the company
alleging violations of the U.S. Securities Act of 1933 and the
U.S. Securities Exchange Act of 1934 by certain of SeraCare's
current and former officers and directors, its former auditor, and
its controlling shareholders and investment bankers, including the
company due to the firm having been a co-manager of SeraCare's
2005 secondary offering of common stock.

Mr. Crowley was accused by the SEC of not disclosing to investors
an order cancellation by a major customer, which made up 11
percent of the company's net income, relates the Union-Tribune.  
On the other hand, the SEC alleged that Mr. Burdick manipulated
reserves and inventory amounts in 2005, causing the company's
income to rise up to 20 percent.

Aside from the monetary penalties, Mr. Crowley and Mr. Burdick
were prohibited from breaking provisions in securities law that
guards against fraud in financial reports, the Union-Tribune says.  
Both did not plead guilty to the allegations.

                       About SeraCare Life

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological     
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006
(Bankr. S.D. Calif. Case No. 06-00510).  Garrick A. Hollander,
Esq., Paul J. Couchot, Esq., Peter W. Lianides, Esq., and Sean A.
O'Keefe, Esq., at Winthrop Couchot represent the Debtor.  The
Official Committee of Unsecured Creditors selected Henry C.
Kevane, Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub LLP, as its counsel.  Thomas E. Patterson,
Esq., and Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff &
Stern LLP, Mark I. Bane, Esq., and D. Ross Martin, Esq., at Ropes
& Gray LLP, represent the Ad Hoc Committee of Equityholders.  When
the Debtor filed for protection from its creditors, it listed
$119.2 million in assets and $33.5 million in debts.

SeraCare Life Sciences emerged from Chapter 11 protection in May
2007.


SEMGROUP LP: May Draw $150 Million from BofA's DIP Financing
------------------------------------------------------------
SemGroup L.P. said that the U.S. Bankruptcy Court for the District
of Delaware has approved a $150 million interim debtor-in-
possession financing, which will be provided by a group of banks
led by Bank of America.

The interim funding will be used to fund letters of credit to
ensure the return of terms with certain product and service
suppliers.  The company is working with the lenders to finalize
the revised order and expect to present the final order to the
Court in an expedited fashion.

A final hearing to consider the balance of the $250 million DIP
financing is scheduled for Aug. 18, 2008.

"Obtaining this interim DIP financing is an important step forward
in our Chapter 11 process," said Terry Ronan, SemGroup acting
president and CEO.  "The additional reassurance it provides to our
creditors and employees will be essential in our ability to
execute the plan we have created to maximize value for creditors."
SemGroup believes the best alternative to maximize value for
creditors is to undertake a sales process that will transition the
company's businesses to well-established companies that can carry
forward SemGroup's mission.  "We have already received significant
interest in our assets because of our talented and experienced
employees, unique industry position, expansive customer base and
premiere service capabilities," Mr. Ronan said.

SemGroup and certain of its North American subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code on July 22, 2008.

                   Parties Balk at DIP Financing

The Troubled Company Reporter said on Aug. 5, 2008, that a total
of 18 parties-in-interest object to the request of SemGroup L.P.
and its debtor-affiliates to obtain $250,000,000 of senior secured
superpriority postpetition financing from Bank of America.  The
parties-in-interest are:

   * Ad Hoc Committee of Unsecured Creditors w/ Senior Notes;
   * Alon USA, LP;
   * Cardinal Engineering, Inc.;
   * Central Crude Corporation and Redwing Gas Systems Inc.;
   * CHS, Inc.;
   * General Electric Capital Corporation;
   * JMA Energy Company, L.L.C.;
   * LCS Production Company, and the Texas operators;
   * Merrill Lynch Capital Corporation and ML Commodities, Inc.;
   * Murfin Drilling Company, Inc.;
   * New Dominion, L.L.C.;
   * Prima Exploration, Inc.;
   * RZB Finance LLC;
   * Samson Resources Company, and affiliates;
   * Sunoco, Inc.;
   * The SemCrude US Term Lender Group;
   * Veenker Resources, Inc.; and
   * Williams NGL Marketing, LLC, and affiliates.

The Debtors filed with the Court a draft of the DIP Credit
Agreement, a copy of which is available for free at:

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

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream         
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

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


SHARPER IMAGE: Withdraws Request for Aug. 18 Claims Bar Date
------------------------------------------------------------
The Sharper Image Corp., now known as TSIC, Inc., sought and
obtained the authority of the U.S. Bankruptcy Court for the
District of Delaware to withdraw without prejudice its request to
establish August 18, 2008 as the Claims Bar Date pursuant to Rule
3003(c)(3) of the Federal Rules of Bankruptcy Procedure and
Section 502(b)(9) of the Bankruptcy Code.

According to Steven K. Kortanek, Esq., at Womble Carlyle
Sandridge & Rice, PLLC, in Wilmington, Delaware, the Debtor's
counsel had already advised parties-in-interest that it will
withdraw the Bar Date Motion.  He added that the Committee of
Unsecured Creditors supported the Debtors' request to withdraw the
Motion.

                    About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

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


SHARPER IMAGE: U.S. Trustee Opposes Letter Agreement with Hilco
---------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
objects to the request for approval of the letter agreement
between the Official Committee of Unsecured Creditors of The
Sharper Image Corp. and the joint venture between Hilco
Organization and Gordon Brothers Group, LLC.  The U.S. Trustee
states that neither Section 105(a) of the Bankruptcy Code, nor
Rule 9019 of the Federal Rules of Bankruptcy Procedures, authorize
the relief sought by the Committee.

Rule 9019 authorizes the trustee to compromise estate claims
consistent with its terms.  

               Committee Agrees not to Impede Sale;
             Hilco/GB Funds Unsecured Creditors' Trust

As reported by the Troubled Company Reporter on July 1, 20008, the
Official Committee of Unsecured Creditors seeks the Court's
approval of a letter agreement it entered into with the Joint
Venture, which memorializes the Committee's agreement to:

   (a) refrain from taking action to impede the consummation of
       the sale transaction, including, without limitation, the
       filing or prosecution of its objection to the sale
       transaction and the filing or prosecution of an appeal
       or motion to reconsider the Sale Order; and

   (b) waive the right to challenge the Joint Venture's conduct
       during the auction process or the change of its bid.

In exchange for the Committee's agreement not to impede the sale
transaction, the Joint Venture agreed to fund a trust account for
the Debtor's general unsecured creditors.  The Joint Venture will
transfer an amount equal to the lesser of $500,000, and 10% of
the gross royalties paid for the period of January 1, 2009,
through December 31, 2009, from the intellectual property
acquired by Joint Venture.

               U.S. Trustee Opposes Letter Agreement

The U.S. Trustee points out that the Debtor is not a party to the
settlement.  She adds that the Committee is not the trustee, and
the Court has not vested it with standing to pursue claims
against the Joint Venture on behalf of the Debtor's estate.

The U.S. Trustee states that the Committee cannot sell its
procedural right to challenge the sale for a cash payment to
general unsecured creditors.  The rights of the Committee and
other parties-in-interest to object, on good faith grounds, to
asset sales under Section 363, are designed to protect the
estate's interest in the integrity of the sale process.  Those
rights were not intended for creditors to obtain cash payments
from purchasers or debtors, in exchange for the withdrawal of
sale objections.

Moreover, the U.S. Trustee submits that if the Court finds that
Rule 9019 governs the Motion, the proposed settlement should be
rejected under Myers v. Martin (In re Martin), 91 F.3d 389 (3d
Cir. 1996).  Under Martin, a proposed Rule 9019 settlement which
unfairly favors one creditor constituency over another should be
denied, the U.S. Trustee asserts.

According to the U.S. Trustee, the proposed settlement payment to
the Committee under the Letter Agreement is a payment in lieu of
an increase in the purchase price, payable by the Joint Venture
to the Debtor's estate.  Therefore, the Committee should not be
permitted to move its constituency ahead of allowed
administrative and unsecured priority creditors in priority of
distribution.

              Chagrin Objects to Lease Assignment

Chagrin Retail, LLC, continues to object to the Debtors' notice
of the continuation of auction of its unexpired leases.  
Specifically, it opposes the assumption and assignment of a lease
agreement for premises at Eton Chagrin Boulevard in Woodmere
Village, Ohio.

According to Chagrin, the Debtor failed to provide adequate
assurance of future performance with respect to the assignee of
the Lease Agreement, as well as an adequate cure amount to assume
the Lease.  Moreover, the Debtor has given insufficient time to
conduct a meaningful assessment of the successful bidder and its
adequate assurance information.

                        About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

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


SHARPER IMAGE: Prohov Wants Cardholders' Claim Declared "Priority"
------------------------------------------------------------------
Frederic B. Prohov asks the U.S. Bankruptcy Court for the District
of Delaware to certify the class of all holders of Sharper Image
Gift Cards to proceed "as class for priority treatment," and to
receive full and immediate value of issued gift cards brought.

According to Mr. Prohov, there are presumably thousands of Gift
Card Claims.  In the Debtor's operating report for the period
April 1, 2008 through April 30, 2008, it was disclosed that the
Debtor deferred a revenue of approximately $34,000,000 on gift
cards and royalties.

Mr. Prohov relates that most of the claims are for $500 less.
Thus, it is likely there are thousands of people with outstanding
gift cards that are not being honored at full price.  Under these
circumstances, says Mr. Prohov, individual claimants have neither
the incentive nor the ability to prosecute their rights through
the claims administration process.  

Counsel to Mr. Prohov, Christopher D. Loizides, Esq., at
Loizides, P.A., in Wilmington, Delaware, tells the Court that in
order to streamline that process and protect the rights of the
Gift Card Holders, Mr. Prohov asks that the process for the Gift
Card Claims be adjudicated in a single proceeding and be declared
to have priority treatment.

Mr. Loizides says that the priority given to the Gift Card
Holders is a question that should be answered uniformly for one
and all members of the class, and class certification should be
granted.

Mr. Loizides argues that Mr. Prohov's claims are identical to the
rest of the class, seeking the same type of relief -- a
declaration of priority and full value of the Gift Card without
diminished value.   Mr. Loizides relates that Mr. Prohov suffered
a loss of the value of his Gift Card, and seeks relief consistent
with, and not antagonistic to, the interest of the other class
members.

If the Gift Card Holders, says Mr. Loizides, are left to fend for
themselves through the claims administration process, the Debtor
will easily be able to defeat the claims not on their merits, but
by virtue of the fact that the small claims cannot realistically
be pursued without the assistance of counsel and no single
claimant acting alone has the economic incentive or technical
legal knowledge to pursue their claims.

         Debtor, Committee Object to Prohov's Requests

The Debtor, joined by the Official Committee of Unsecured
Creditors, opposes Mr. Prohov's motion for relief from the
automatic stay in order to commence an adversary proceeding and
pursue a class action, and objects to the request for class
certification.

According to the Debtor, if Mr. Prohov prevails in obtaining the
relief requested in the Class Action Motion, the class action
will go forward in the main case and an adversary proceeding will
be unnecessary.  On the other hand, if the Court denies the Class
Action Motion, Mr. Prohov cannot be afforded a second opportunity
to certify the proposed class in an adversary proceeding.  Either
way, the Class Action Motion has mooted Mr. Prohov's need to
commence an adversary proceeding.  Thus, by definition, no cause
exists to lift the automatic stay.

Moreover, the Debtors asserts that lifting the automatic stay
will prejudice the Debtor and its estate, by requiring it to
expend limited time and resources in an adversary proceeding that
is duplicative of the claims reconciliation process.  In
contrast, Mr. Prohov would suffer no harm if the Court denies him
relief from the automatic stay, the Debtor notes.

The Debtor contends that Mr. Prohov cannot demonstrate a
likelihood of success on the merits, or whether class action is
necessary under Rule 7023 of the Federal Rules of Bankruptcy
Procedure.  The Debtor insists that the certificate claims can,
and should be, adjudicated within the context of the bankruptcy
claims reconciliation process.  Accordingly, Mr. Prohov's
requests should be denied.

                         Prohov Reacts

Mr. Prohov argues that his case is "ripe for class certification"
and that the class should be certified.  He tells the Court that
his motions were filed promptly, and class certification is
timely and efficient.

According to Mr. Prohov, only class certification can achieve the
benefits of global priority adjudication of the thousands of
small consumer claims.  The Debtor's cases, he says, presents a
large number of small claims, weighing in favor of the
application of Rule 7023 to a contested matter and class
certification.

Mr. Prohov further points out that since the Debtor is no longer
in business and has no goodwill, a declaration of priority to the
consumer class does not add cost or delay to the Chapter 11
cases.  His requests were timely-filed, he states, thus class
certification for a declaration of priority does not interfere
with the administration of the estate.
   About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

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


SHERMAG INC: Court Transfers Wachovia Credit Facilities to Geosam
-----------------------------------------------------------------
The Superior Court of Quebec approved the assignment of Shermag
Inc.'s credit facilities with Wachovia Finance Corporation
(Canada) to Geosam Investments Limited.
    
Geosam has agreed to replace Wachovia as Shermag's lender under
essentially the same terms and conditions presently governing the
existing credit facilities.  The principal amendment to the credit
facilities is the increase of the interest rate to 12% per annum.
    
Geosam is an entity controlled by George Armoyan who is also the
sole director thereof.  George Armoyan is also the president and
chief executive officer of Clarke Inc. which holds approximately
20% of the common shares of Shermag.

Headquartered in Sherbrooke, Quebec, Shermag Inc. (TSX: SMG)
designs, produces, markets and distributes high-quality
residential furniture.  The company employs approximately 729
people and is a manufacturer and importer with its own
manufacturing operations and worldwide sourcing division.

Shermag has been operating under the protection of the Companies'
Creditors Arrangement Act (Canada) since May 5, 2008.


SIRUS SATELLITE: Completes Merger with Vernon Merger Corp.
----------------------------------------------------------
XM Satellite Radio Holdings Inc. completed its merger on July 28,
2008, with and into Vernon Merger Corporation, Sirius Satellite
Radio inc.'s wholly-owned subsidiary, as a result of which XM is
now its wholly-owned subsidiary.  The merger was effected pursuant
to an Agreement and Plan of Merger, dated as of February 19, 2007,
entered into by and among Sirius, XM and Merger Co.

Pursuant to the Merger Agreement, Merger Co. merged with and into
XM, with XM as the surviving corporation in the merger and
continuing as Sirius' direct wholly owned subsidiary, each
outstanding share of the common stock of XM was converted in the
merger into the right to receive 4.6 fully paid and nonassessable
shares of common stock, and each outstanding share of the series A
convertible preferred stock of XM was converted in the merger into
the right to receive 4.6 fully paid and nonassessable shares of a
newly-designated series of preferred stock.

                     About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. (Nasdaq: XMSR) -- http://www.xmradio.com/-- is a satellite         
radio company.  The company broadcasts live daily from studios in
Washington, DC, New York City, Chicago, Nashville, Toronto and
Montreal.  

The company also provides satellite-delivered entertainment and
data services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki
and Toyota.

                     About SIRIUS Satellite

Headquartered in New York, SIRIUS Satellite Radio Inc. (Nasdaq:
SIRI) http://www.sirius.com/-- provides satellite radio services        
in the United States.  The company offers over 130 channels to its
subscribers 69 channels of 100.0% commercial-free music and 65
channels of sports, news, talk, entertainment, data and weather.
Subscribers receive the company's service through SIRIUS radios,
which are sold by automakers, consumer electronics retailers,
mobile audio dealers and through the company's website.

As reported in the Troubled Company Reporter on May 14, 2008, the
company's balance sheet at March 31, 2008, showed $1.5 billion in
total assets and $2.3 billion in total liabilities, resulting in a
$839.4 million total stockholders' deficit.


SIRIUS SATELLITE: Has Share Lending Deals with Morgan Stanley, UBS
------------------------------------------------------------------
On July 28, 2008, SIRIUS Satellite Radio Inc. agreed to lend
Morgan Stanley Capital Services Inc. an aggregate of 188,399,978
shares of the company's common stock, par value $0.001 per share
and to lend UBS AG, London Branch an aggregate of 74,000,005
shares of its common stock.  

Each of the share lending agreements will terminate on or about
the maturity date of the 7% Exchangeable Senior Subordinated Notes
due 2014 issued by XM Satellite Radio Inc., or, if earlier, the
date as of which the entire principal amount of the Notes ceases
to be outstanding as a result of exchange, repayment, repurchase,
or otherwise.  The share lending agreement with Morgan Stanley
Capital Services Inc. is guaranteed by Morgan Stanley.

                     About SIRIUS Satellite

Headquartered in New York, SIRIUS Satellite Radio Inc. (Nasdaq:
SIRI) http://www.sirius.com/-- provides satellite radio services        
in the United States.  The company offers over 130 channels to its
subscribers 69 channels of 100.0% commercial-free music and 65
channels of sports, news, talk, entertainment, data and weather.
Subscribers receive the company's service through SIRIUS radios,
which are sold by automakers, consumer electronics retailers,
mobile audio dealers and through the company's website.

As disclosed in the Troubled Company Reporter on Aug. 1, 2008,
SIRIUS Satellite Radio Inc. and XM Satellite Radio Inc. completed
their merger, on July 29, 2008, resulting in the nation's premier
radio company.  The new company plans to change its corporate name
to SIRIUS XM Radio Inc.  The combined company's stock will
continue to be traded on the Nasdaq Global Select Market under the
symbol "SIRI."

As reported in the Troubled Company Reporter on May 14, 2008, the
company's consolidated balance sheet at March 31, 2008, showed
$1.5 billion in total assets and $2.3 billion in total
liabilities, resulting in a $839.4 million stockholders' deficit.


SPHERICS INC: Turns Over Assets for October 10 Auction
---------------------------------------------------------------
Joseph F. Finn Jr., C.P.A. disclosed that the assets of Spherics
Inc. had been assigned to him on July 28, 2008, for the benefit of
creditors.  An Assignment for the Benefit of Creditors is a common
law procedure, wherein Mr. Finn will liquidate the assets, which
consist of pharmaceutical IP, by means of a sealed bid auction on
Oct. 10, 2008.

Persons interested in bidding must sign a Confidential Disclosure
Agreement obtained from Mr. Finn's office.  They will then receive
a bid package and access to the Spherics electronic data room.

Joseph F. Finn, Jr. is the founding partner of the firm Finn,
Warnke & Gayton, Certified Public Accountants of Wellesley Hills,
Massachusetts.  He works in the area of management consulting for
distressed enterprises, bankruptcy accounting and related matters,
such as assignee for the benefit of creditors and liquidating
agent for a corporation.

Spherics Inc. has an intellectual property position around its
drug delivery technologies and products.  The company has a range
of issued US and international patents through exclusive licenses
from Brown University.  These patents cover polyanhydride-based
bioadhesive polymers and PIN.  In addition to these issued
patents, Spherics has filed numerous applications covering
compositions of matters of its proprietary polymers (SPHEROMERS),
novel oral delivery systems (including BIOGIT, BIOROD and PIN),
manufacturing methods, methods of use, formulations and product
compositions.


STANDARD PACIFIC: Amends and Restates Company Bylaws
----------------------------------------------------
On July 29, 2008, the Board of Directors of Standard Pacific Corp.
amended and restated the company's bylaws to, among other things,
expand the company's authorized number of directors from 8 to 10
and update them in light of recent developments in Delaware
statutory and case law.  

In addition, the revised bylaws permit the company to utilize
electronic meeting procedures and contain a revised advance notice
bylaw provision providing, among other things, specified time
periods by which director nominations and other business must be
submitted to the company, as well as requiring ownership and other
information relating to hedging, short positions and other similar
arrangements to be submitted by the stockholder seeking to present
matters at a stockholder’s meeting.

A full-text copy of the company's Amended and Restated Bylaws is
available for free at http://researcharchives.com/t/s?3078

                   About Standard Pacific Corp.

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE:SPF) -- http://www.standardpacifichomes.com/-- operates
in many of the largest housing markets in the country with
operations in major metropolitan areas in California, Florida,
Arizona, the Carolinas, Texas, Colorado and Nevada.  The company
also provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage Inc., SPH Home Mortgage, Universal Land Title of
South Florida and SPH Title.  

At March 31, 2008, the company's consolidated balance sheet showed
$2.95 billion in total assets, $2.14 billion in total liabilities,
$36.5 million in minority interests, and $773.5 million in total
stockholders' equity.

                  Below Investment Grade Ratings

As reported in the Troubled Company Reporter on May 22, 2008,
Fitch Ratings has downgraded Standard Pacific Corp.'s ratings as:
(i) issuer default rating to 'B-' from 'B+'; (ii) senior unsecured
to 'B-/RR4' from 'B+/RR4'; (iii) unsecured borrowings under its
bank revolving credit facility to 'B-/RR4' from 'B+/RR4'; and (iv)
senior subordinated debt to 'CCC/RR6' from 'B-/RR6'.

As reported in the Troubled Company Reporter on May 20, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B-' from 'B+'.  At the same time, S&P lowered the subordinated
debt rating to 'CCC' from 'B-' and placed all ratings on the
company on CreditWatch with negative implications.  These actions
affect approximately $1.3 billion of unsecured notes.

As reported in the Troubled Company Reporter on May 15, 2008,
Moody's lowered the ratings of Standard Pacific Corp., including
its corporate family rating to B2 from B1, its senior unsecured
notes to B2 from B1, and its senior subordinated notes to Caa1
from B3.  The SGL-3 liquidity assessment was affirmed.  The
ratings outlook is negative.


STANDARD PACIFIC: Appoints D. Matlin and K. Campbell to Board
-------------------------------------------------------------
On July 29, 2008, the Board of Directors of Standard Pacific Corp.  
appointed David J. Matlin, chief executive officer and global
portfolio manager and domestic portfolio manager of  
MatlinPatterson Global Advisers LLC, and Kenneth Campbell III, a
partner in MatlinPatterson Global Advisers LLC, as members of the
company's Board of Directors.  Neither Mr. Matlin nor Mr. Campbell
was appointed to serve as a member of any of the committees of the
Board.

Mr. Matlin and Mr. Campbell were nominated for appointment to the
Board by MP CA Homes, LLC ("Investor"), an affiliate of
MatlinPatterson Global Advisers LLC, in accordance with Section
2.2 of the Stockholders Agreement, dated as of June 27, 2008,
between the company and Investor.  The company entered into the
Stockholder Agreement with Investor in connection with the first
closing of the transactions contemplated by the Investment
Agreement, dated as of May 26, 2008, between the company and
Investor.  

At the first closing, which occurred on June 27, 2008, the company
issued 381,250 shares of the company's senior preferred stock to
Investor for $381,250,000 in cash and Investor exchanged
outstanding notes of the company with an aggregate principal
amount of $128,496,000 for a warrant to purchase 272,670 shares of
senior preferred stock.  In addition, in connection with a rights
offering commenced on Aug. 4, 2008, to holders of the company's  
common stock to purchase an aggregate of 50,000,000 shares of the
company's common stock, Investor has agreed to be a standby
purchaser in this rights offering and will purchase the common
stock equivalent of all shares not purchased through the exercise
of subscription rights of the company's common stockholders, in
the form of preferred stock.

Pursuant to the terms of the Stockholder Agreement, upon the first
closing, Investor was entitled to designate up to three directors
to the Board.   

According to Mr. Matlin's Form 3 filing, Mr. Matlin has an
indirect pecuniary interest in certain funds (the "Funds") that
hold 100% of the membership interests in Investor.  His exact
pecuniary interest is not readily determinable because it is
subject to several variables, including without limitation, the
internal rates of return of the Funds overall and with respect to
their indirect investment in the Ccmpany.  According to Mr.
Campbell's Form 3 filing, Mr. Campbell may be deemed to have an
indirect pecuniary interest in the shares held by Investor through
his indirect interest in a limited partner that holds an
investment interest and carried interest in the Funds.  His exact
pecuniary interest is not readily determinable because it is
subject to several variables, including without limitation, the
internal rates of return of the Funds overall and with respect to
their indirect investment in the company.

                   About Standard Pacific Corp.

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE:SPF) -- http://www.standardpacifichomes.com/-- operates
in many of the largest housing markets in the country with
operations in major metropolitan areas in California, Florida,
Arizona, the Carolinas, Texas, Colorado and Nevada.  The company
also provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage Inc., SPH Home Mortgage, Universal Land Title of
South Florida and SPH Title.  

At March 31, 2008, the company's consolidated balance sheet showed
$2.95 billion in total assets, $2.14 billion in total liabilities,
$36.5 million in minority interests, and $773.5 million in total
stockholders' equity.

                  Below Investment Grade Ratings

As reported in the Troubled Company Reporter on May 22, 2008,
Fitch Ratings has downgraded Standard Pacific Corp.'s ratings as:
(i) issuer default rating to 'B-' from 'B+'; (ii) senior unsecured
to 'B-/RR4' from 'B+/RR4'; (iii) unsecured borrowings under its
bank revolving credit facility to 'B-/RR4' from 'B+/RR4'; and (iv)
senior subordinated debt to 'CCC/RR6' from 'B-/RR6'.

As reported in the Troubled Company Reporter on May 20, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B-' from 'B+'.  At the same time, S&P lowered the subordinated
debt rating to 'CCC' from 'B-' and placed all ratings on the
company on CreditWatch with negative implications.  These actions
affect approximately $1.3 billion of unsecured notes.

As reported in the Troubled Company Reporter on May 15, 2008,
Moody's lowered the ratings of Standard Pacific Corp., including
its corporate family rating to B2 from B1, its senior unsecured
notes to B2 from B1, and its senior subordinated notes to Caa1
from B3.  The SGL-3 liquidity assessment was affirmed.  The
ratings outlook is negative.


TCW SELECT: S&P Affirms 'BB-' Rating on 3 Classes of Securities
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B and C notes issued by TCW Select Loan Fund Ltd., an arbitrage
high-yield collateralized loan obligation (CLO) transaction, on
CreditWatch with positive implications. At the same time, S&P
affirmed its ratings on the class A-1, A-2, D-1, D-2, and
composite notes based on the level of credit enhancement available
to support the notes.

The positive CreditWatch placements reflect the significant
paydown of the class A-1 notes and the resulting increase in the
level of credit enhancement available to support the remaining
balance of the notes.

Since the transaction was issued in May 2001, the class A-1 notes
have paid down approximately $313.267 million. According to the
most recent trustee
report, dated June 30, 2008, the class B and class C
overcollateralization ratios were 137.11% and 124.26%,
respectively, compared with the required minimum values of 104.9%
and 104.2%.

RATINGS PLACED ON CREDITWATCH POSITIVE
   
TCW Select Loan Fund Ltd.

                Rating
Class     To               From         Balance (mil. $)

B         AA-/Watch Pos    AA-                    25.000
C         BBB/Watch Pos    BBB                    15.000
   
RATINGS AFFIRMED
   
TCW Select Loan Fund Ltd.

Class        Rating         Balance (mil. $)

A-1          AAA                      42.373
A-2          AAA                      62.000
D-1          BB-                      11.000
D-2          BB-                       5.000
Composite    BB-                       5.000
   
*Balances related to July 10, 2008, payment date.

TRANSACTION INFORMATION

Issuer:              TCW Select Loan Fund Ltd.
Co-issuer:           TCW Select Loan Fund Inc.
Collateral manager:  TCW Group Inc.
Transaction type:    Cash flow arbitrage high-yield CLO
Indenture trustee:   JPMorgan Chase Bank N.A.


TERWIN MORTGAGE: Moody's Cuts Ratings of 41 8 Alt-A Tranches
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 41
tranches from 8 Alt-A transactions issued by Terwin Mortgage
Trust. One tranche remains on review for further possible
downgrade.  Additionally, 9 senior tranches were confirmed at Aaa.
The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, Alt-A mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.
Certain tranches were confirmed due to additional enhancement
provided by structural features.  The actions are a result of
Moody's on-going review process.

Complete rating actions are:

Issuer: Terwin Mortgage Trust, Series TMTS 2005-18ALT

  -- Cl. A-1, Confirmed at Aaa

  -- Cl. A-2, Downgraded to A3 from Aaa

  -- Cl. A-3, Downgraded to Baa1 from Aaa

Issuer: Terwin Mortgage Trust 2006-3

  -- Cl. II-A-1, Confirmed at Aaa

  -- Cl. II-A-2, Confirmed at Aaa

  -- Cl. II-A-3, Downgraded to B1 from Aaa

  -- Cl. II-M-1, Downgraded to Ca from B3

  -- Cl. II-M-2, Downgraded to Ca from Caa1

  -- Cl. II-M-3, Downgraded to C from Ca

  -- Cl. II-M-4, Downgraded to C from Ca

Issuer: Terwin Mortgage Trust 2006-5

  -- Cl. II-A-1, Confirmed at Aaa

  -- Cl. II-A-2, Confirmed at Aaa

  -- Cl. II-A-3, Downgraded to A1 from Aaa

  -- Cl. II-M-1, Downgraded to B3 from B2; Placed Under Review for
further Possible Downgrade

  -- Cl. II-M-3, Downgraded to C from Ca

Issuer: Terwin Mortgage Trust 2006-7

  -- Cl. II-A-1, Confirmed at Aaa

  -- Cl. II-A-2, Confirmed at Aaa

  -- Cl. II-A-3, Downgraded to Baa3 from Aaa

  -- Cl. II-M-1, Downgraded to Caa3 from B2

  -- Cl. II-M-2, Downgraded to C from B3

  -- Cl. II-M-3, Downgraded to C from Ca

  -- Cl. II-M-4, Downgraded to C from Ca

Issuer: Terwin Mortgage Trust 2006-9HGA

  -- Cl. A-1, Confirmed at Aaa

  -- Cl. A-2, Confirmed at Aaa

  -- Cl. A-3, Downgraded to Ba3 from Aaa

  -- Cl. M-1, Downgraded to Ca from B3

  -- Cl. M-2, Downgraded to C from Caa1

  -- Cl. M-3, Downgraded to C from Ca

  -- Cl. M-4, Downgraded to C from Ca

Issuer: Terwin Mortgage Trust 2006-17HE

  -- Cl. A-1, Downgraded to B1 from Aaa

  -- Cl. A-2A, Downgraded to Aa3 from Aaa

  -- Cl. A-2B1, Downgraded to Aa2 from Aaa

  -- Cl. A-2B2, Downgraded to B3 from Aaa

  -- Cl. A-2C, Downgraded to B3 from Aaa

  -- Cl. M-1, Downgraded to Ca from B3

  -- Cl. M-2, Downgraded to Ca from Caa1

  -- Cl. M-3, Downgraded to C from Ca

  -- Cl. M-4, Downgraded to C from Ca

Issuer: Terwin Mortgage Trust 2007-2ALT

  -- Cl. A-2, Downgraded to Ba2 from Aaa

  -- Cl. A-3, Downgraded to Ba3 from Aaa

  -- Cl. A-1A, Downgraded to Aa2 from Aaa

  -- Cl. A-1B, Downgraded to Aa3 from Aaa

  -- Cl. M-1, Downgraded to Ca from B3

  -- Cl. M-2, Downgraded to C from Ca

  -- Cl. M-3, Downgraded to C from Ca

  -- Cl. M-4, Downgraded to C from Ca

Issuer: Terwin Mortgage Trust 2007-6ALT

  -- Cl. M-1, Downgraded to Ca from B2

  -- Cl. M-2, Downgraded to C from Ca

  -- Cl. M-3, Downgraded to C from Ca

  -- Cl. M-4, Downgraded to C from Ca


TOWERS OF CHANNELSIDE: Files Amended Ch.11 Reorganizational Plan
----------------------------------------------------------------
Towers of Channelside LLC delivered to the United States
Bankruptcy Court for the Middle District of Florida a first
amended Chapter 11 plan of reorganization and a supplement to a
disclosure statement on June 20, 2008.

As reported in the Troubled Company Reporter on May 6, 2008, the
Court conditionally approved the disclosure statement explaining
the earlier version of the Debtor's plan.  The Court held that the
disclosure statement contains adequate information within the
meaning of Section 1125 of the Bankruptcy Code.

                   Overview of the Amended Plan

The amended plan creates a mechanism for the sale of units, the
funding of ongoing operating expenses, and the payment of creditor
claims.  This is accomplished by creating a "waterfall" for the
distribution of net sales proceeds between creditor constituencies
after ensuring that post-confirmation operating expenses,
including interest to Wachovia Bank, National Association, and
certain secured and priority claims are adequately funded and
paid.  Under this approach, two secured creditors, Batson-Cook of
Tampa Inc. and CIT Technology Financing Services Inc., will be
paid deferred amounts in full settlement of their allowed secured
claims.

Wachovia's secured claims is projected to be paid from funds
derived from the sale of units.  After Wachovia has been paid in
full, unsecured creditors will receive remaining funds until they
are paid the allowed amount of their claims in full or until all
units are sold.  Management will receive fixed and incentive
compensation to ensure their continued service and to motivate
them to achieve the highest possible payment level to all
creditors.

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

                 Treatment of Interests and Claims

     Class            Type of Claims                Treatment
     -----            --------------                ---------
     unclassified     administrative claims

     1                priority claims               unimpaired

     2                secured claim of Wachovia     impaired
                       Bank

     3                secured claim of Batson-Cook  impaired
                       of Tampa Inc.

     4                secured claim of CIT          unimpaired
                       Technology Financing
                       services Inc.

     5                secured claim of disputed     unimpaired
                       deposit claimants

     6                general unsecured claims      impaired

     7                equity interests              unimpaired

All Administrative and Priority Claims will be paid in full.

Each Holders of class 1 priority claims will be paid in cash on
the plan's effective date in accordance with Section 1129(a)(9)(b)
of the Bankruptcy Code.

Class 2 secured claim of Wachovia will be paid the allowed amount
of its secured claim plus monthly interest payments of 5% per
annum on the principal balance remaining unpaid from time to time.  
Said interest payments will begin on the first day of the month
following the effective date and will continue on the first day of
each month until the Wachovia's claim will be paid in full.  
Wachovia's interest payments will be paid from the Debtor's
operating account.

After the amended plan's effective date, Class 3 secured Claim of
Batson-Cook will be paid, among other things:

   -- $1,501,386 from the lender, which is an amount equal to the
      undisbursed construction balance; and

   -- $400,000 from the Debtor, which amount will be paid from the
      deposits held by the Debtor, free and clear of any liens.

On amended plan's effective date, Class 4 secured Claim of CIT
will be paid through 12 monthly payments of $200 plus monthly
interest at 5% per annum, starting on the effective date and
continuing on the same day of each succeeding month.

The Debtor will provide a written request to the applicable escrow
agent to pay (i) holders of Class 5 secured claim of disputed
deposit claimants the amount of its allowed secured claim and (ii)
the Debtor the remaining amount held in escrow attributable to the
disputed deposit claim.

After the payment of Class 2 and 3 in full, holders of Class 6
general unsecured claims will receive a cash distribution on
account of their allowed unsecured claim and will continue on a
periodic basis until the earlier of payment in full of all allowed
unsecured claims.  The distributions will be funded from the sale
proceeds of condominium units.  All Class 6 claims will be paid in
full, the gross proceeds from the sale of units will be disbursed
by the closing agent:

   a) to the Debtor in an amount not to exceed 25% of the
      proceeds, less any amounts used by the closing agent to pay
      closing costs; and

   b) the balance will be deposited in a trust account maintained
      by the distribution agent for the sole and exclusive benefit
      of the Class 6 holders.

Furthermore, upon payment in full of Wachovia's allowed secured
claims, if the amount of cash in the Debtor's operating account
exceeds $3.5 million, the Debtor will transfer all amount in
excess of $3.5 million to the trust account, which will bear
interest, for distribution to Class 6 holders.  Payments to Class
6 holders will be made on a pro rata basis.

Class 7 Equity holders will remain in effect but holders will not
receive any distributions on account of their interest after all
allowed claims are paid under the Plan.

A full-text copy of the Debtor's first amended chapter 11 plan of
reorganization is available for free at:

               http://ResearchArchives.com/t/s?3077

A full-text copy of the Debtor's supplement to Disclosure
Statement is available for free at:

               http://ResearchArchives.com/t/s?3076

A full-text copy of the Debtor's disclosure statement dated April
24, 2008, is available for free at

               http://ResearchArchives.com/t/s?3074

Based in Plant City, Florida, the Towers of Channelside, LLC --
http://www.towersatchannelside.com/-- operates a 29-story twin        
tower condominium overlooking the Tampa Bay area.  The developer
filed for Chapter 11 protection on Jan. 25, 2008 (Bankr. M.D. Fla.
Case No. 08-00939).  Edward J. Peterson, III, Esq. and Harley E.
Riedel, Esq., at Stichter Riedel Blain & Prosser P.A., represents
the Debtor in its restructuring efforts.  The Official Committee
of Unsecured Creditors appointed in this bankruptcy case has
selected Forizs & Dogali, P.L. as its counsel.

As reported in the Troubled Company Reporter on March 4, 2008, the
Debtor's schedules showed total assets of $109,783,667 and total
debts of $94,258,253.


TOWERS OF CHANNELSIDE: Wants Plan Filing Period Extended to Sept.
-----------------------------------------------------------------
Towers of Channelside LLC asks the United States Bankruptcy Court
for the Middle District of Florida to further extend their
exclusive periods to:

   a) file a Chapter 11 plan until Sept. 22, 2008, and

   b) solicit acceptances of that plan until Nov. 20, 2008.

The Debtor is presently in talks with Wachovia Bank and the
Official Committee of Unsecured Creditors to reach the terms of a
consensual Chapter 11 plan.  The Debtor assures the Court that the
requested extension of time will not prejudice parties-in-interest
and will permit the Debtor to attempt to formulate a consensual
plan.

On June 20, 2008, the Debtor filed its first amended Chapter 11
plan of reorganization and supplement to disclosure statement.  
The Court conditionally approved on April 28, 2008, the Debtor's
disclosure statement.

The Debtor tells the Court that it will file a second amended plan
before Sept. 22, 2008.

The Debtor's initial exclusive rights to file a plan will expire
on Aug. 7, 2008.

                   About Towers of Channelside

Based in Plant City, Florida, the Towers of Channelside, LLC --
http://www.towersatchannelside.com/-- operates a 29-story twin         
tower condominium overlooking the Tampa Bay area.  The developer
filed for Chapter 11 protection on Jan. 25, 2008 (Bankr. M.D. Fla.
Case No. 08-00939).  Edward J. Peterson, III, Esq. and Harley E.
Riedel, Esq., at Stichter Riedel Blain & Prosser P.A., represents
the Debtor in its restructuring efforts.  The Official Committee
of Unsecured Creditors appointed in this bankruptcy case has
selected Forizs & Dogali, P.L. as its counsel.

As reported in the Troubled Company Reporter on March 4, 2008, the
Debtor's schedules showed total assets of $109,783,667 and total
debts of $94,258,253.


WACHOVIA BANK: S&P Cuts Rating on 6 Classes of Securities to CCC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust’s series 2005-C20 and
removed them from CreditWatch with negative implications. In
addition, we affirmed our ratings on 15 classes from this series.

The downgrades reflect anticipated credit support erosion upon the
eventual resolution of the sole specially serviced asset. The
lowered ratings also reflect concerns regarding two of the three
loans that have reported debt service coverage (DSC) below 1.0x.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

The fifth-largest loan, the Macon and Burlington Mall Pool, with a
balance of $138.2 million (4%), was transferred to the special
servicer, CWCapital Asset Management Inc. (CWCapital), on Feb. 28,
2008, due to imminent default. The loan is secured by the fee and
leasehold interests in two cross-collateralized and cross-
defaulted regional malls. Additionally, the borrower's equity
interest in the property secures a $17.4 million senior mezzanine
loan and a $9.5 million junior mezzanine loan. The Burlington Mall
is a 419,194-sq.-ft. mall in Burlington, N.C., with an allocated
loan balance of $30.1 million, and the Macon Mall is a 762,398-
sq.-ft. mall in Macon, Ga., with an allocated loan balance of
$107.8 million. A third-party receiver was put in place at both
properties in June 2008. There is approximately $8 million in
total reserves, which includes reserves for tenant improvements,
leasing commissions, deferred maintenance, and replacement
reserves. An appraisal reduction amount (ARA) of $80.0 million is
in effect related to this loan. The loan has been kept current
using funds from the lockbox, but last month the master servicer
made an advance to fund an operating shortfall at the properties.
Currently there is not enough cash flow from the properties to
fund debt service and operating expenses. Once the servicer stops
advancing on the loan, the related appraisal subordinate
entitlement reductions (ASERs) will cause most of the downgraded
classes to experience interest shortfalls, which will likely
result in further rating actions.

Anchor and in-line tenants at both properties have continued to
vacate in recent months, causing the occupancy and projected net
cash flow to drop significantly from previously reported levels.
As of May 31, 2008, the Macon Mall had an overall occupancy of
76%, with temporary tenants representing 5%
of the occupied space, and the Burlington Mall had an overall
occupancy of 56%, with temporary tenants representing 10% of the
occupied space. As of July 2004, the Macon Mall was 89% occupied
and the Burlington Mall was 92% occupied. Both properties are
facing new competition, which has caused the occupancy at the
properties to decline significantly, including some of the anchor
tenants.

Based on the most recent appraisals and available market
information, Standard & Poor's estimates that losses upon the
eventual resolution of this asset will be substantial, which is
reflected in the current rating actions. Standard & Poor's will
continue to closely monitor the workout process and the occupancy
at both properties. Should occupancy at one or both properties
decline precipitously from existing levels, additional rating
actions may be warranted. Standard & Poor's will monitor the
situation closely, particularly the status of the anchor tenants.

As of the July 17, 2008, remittance report, the collateral pool
consisted of 207 loans with an aggregate trust balance of $3.353
billion, compared with 209 loans totaling $3.664 billion at
issuance. The master servicer, Wachovia Bank N.A., reported
financial information for 96% of the pool. Eighty percent of the
servicer-provided information was full-year 2007 data. Standard &
Poor's calculated a weighted average DSC of 1.88x for the pool, up
from 1.67x at issuance. There are three loans in the pool totaling
$19.8 million (0.6%) with reported DSCs lower than 1.0x. The loans
are secured by lodging, retail, and multifamily properties,
respectively, with an average balance of $6.6 million. These loans
have seen an average decline in DSC of 43% since issuance. There
is one delinquent loan ($3.9 million, 0.1%) in the pool, and the
Macon and Burlington Mall Pool loan is with the special servicer.
The trust has experienced no losses to date.

The top 10 loans have an aggregate outstanding balance of $1.315
billion (39%) and a weighted average DSC of 2.00x, up from 1.84x
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."

The credit characteristics of the AmericasMart, 60 Hudson Street,
Westfield San Francisco Centre, 101 Avenue of the Americas, and
the JC Studios loans are consistent with those of investment-grade
obligations. Details of the two largest loans are:

     -- The AmericasMart loan is the largest loan in the pool,
with a trust balance of $196.7 million (6%) and a whole-loan
balance of $393.3 million. The
whole loan consists of a $196.7 million pari passu participation
that serves as trust collateral in this transaction and a $196.7
million participation that supports the pooled certificates in the
Wachovia Bank Commercial Mortgage Trust series 2005-19
transaction. The loan is secured by the fee and leasehold
interests in a 4,070,908-sq.-ft. wholesale market and exhibition
hall in Atlanta, Ga. For the year ended Dec. 31, 2007, DSC was
2.40x. Standard & Poor's adjusted value for this loan is
comparable to its level at issuance.

     -- 60 Hudson Street is the third-largest loan in the pool,
with a balance of $160.0 million (5%). The interest-only loan is
secured by the fee interest in a 1,051-158-sq.-ft. telecom office
property in downtown Manhattan. For the year ended Dec. 31, 2007,
DSC was 3.52x and occupancy was 78%. Standard & Poor's adjusted
value for this loan is comparable to its level at issuance.

Wachovia reported a watchlist of 20 loans ($108.0 million, 3%).
The One Commercial Street loan ($12.1 million, 0.4%) is the
largest loan on the watchlist and the 68th-largest exposure in the
pool. The loan is secured by a 95,537-sq.-ft. industrial property
in Sharon, Mass. The loan appears on the watchlist in error and
will be removed next month. For the year ended Dec. 31, 2008, the
property reported a DSC of 1.68x.

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

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2005-C20

           Rating
Class    To     From      Credit enhancement (%)

D        A-     A/Watch Neg                8.47
E        BBB+   A-/Watch Neg               7.24
F        BBB    BBB+/Watch Neg             6.01
G        BB+    BBB/Watch Neg              5.05
H        B-     BBB-/Watch Neg             3.83
J        CCC    BB+/Watch Neg              3.14
K        CCC-   BB/Watch Neg               2.73
L        CCC-   BB-/Watch Neg              2.32
M        CCC-   B+/Watch Neg               2.05
N        CCC-   B/Watch Neg                1.78
O        CCC-   B-/Watch Neg               1.50

RATINGS AFFIRMED
     
Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2005-C20
   
Class    Rating  Credit enhancement (%)

A-1A     AAA                    32.79
A-3SF    AAA                    32.79
A-4      AAA                    32.79
A-5      AAA                    32.79
A-6A     AAA                    32.79
A-6B     AAA                    32.79
A-PB     AAA                    32.79
A-7      AAA                    32.79
A-MFL    AAA                    21.86
A-MFX    AAA                    21.86
A-J      AAA                    13.66
B        AA                     11.34
C        AA-                    10.52
X-P      AAA                      N/A
X-C      AAA                      N/A

N/A-Not applicable.


WCI COMMUNITIES: Gets Okay to Use Cash Collateral Until August 30
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized WCI Communities Inc. and its debtor-affiliates to use,
in an interim basis, the cash collateral of their prepetition
lenders until Aug. 30, 2008.

The Court will convene a hearing on Aug. 27, 2008, to consider
the Debtors' request on a final basis.  Any opposing party-in-
interest has until August 20 to file a written objection to the
Court.

The Court holds that the use of the Cash Collateral may be
automatically extended through Sept. 5, 2008, without the need for
further Court order upon the execution by the Debtors of a DIP
financing commitment with one or more of the Prepetition Loan
Agents or upon written consent of the Prepetition Agents.

The Debtors intend to use the Cash Collateral mainly to fund
reduced day-to-day operations, to maintain and preserve the value
of their assets, and to sell those assets for the benefit of
their estates and creditors.

The Debtors add that access to the Cash Collateral will afford
them the opportunity to negotiate the terms of a postpetition
financing.

                   Prepetition Credit Facilities

The Debtors' capital structure is fairly complex, consisting of
various senior secured debt facilities, various subordinated
unsecured facilities and various equity classes, Stephen R.
Goldstein, director at Lazard Freres & Co. LLC, financial
advisors to the Debtors, relates.

He relates that prior to the Petition Date, the Debtors'
operations were funded, in part, with the proceeds of these
credit facilities:

   1. Senior Term Loan Agreement dated Dec. 23, 2005, among
      the Debtors; Keybank N.A., as administrative agent and
      lender; KeyBank Capital Markets, as co-lead arranger and
      sole bank manager; Wachovia Capital, as co-lead arranger;
      and Wachovia Bank, as syndication agent; and certain other
      lenders.

   2. Senior Unsecured Revolving Credit Agreement dated June 13,
      2006 among the Debtors; Bank of America N.A., as
      administrative agent and lender; Wachovia Bank as
      syndication agent; Fifth Third Bank, KeyBank, and The Royal
      Bank of Scotland PLC, as co-documentation agents; Bank of
      America Securities LLC, Wachovia Capital, and RBS
      Securities Corporation, as joint lead arranges; and certain
      other lenders.

   3. Revolving Construction Loan Agreement dated as of September
      22, 2005 among the Debtors; Wachovia Bank N.A., as
      administrative agent; Wachovia Capital Markets LLC as co-
      lead arranger; and certain other lenders.

The Prepetition Credit Facilities have been amended from time to
time.
  
The Tower Loan Obligations were originally secured by first
priority liens on and interests in certain residential tower
projects located in Florida and New Jersey and related
collateral.

The Term Loan and Revolving Credit Obligations were originally
unsecured and were guaranteed by certain of the Debtors'
subsidiaries.  By August 2007, the Debtors granted to the Term
Loan Lenders and Revolving Credit Lenders first priority liens on
and security interests in substantially all of their assets other
than the Tower Collateral -- the Shared Collateral.

In January 2008, certain of the Debtors granted to the Term Loan
Lenders and the Revolving Credit Lenders as security for the
Prepetition Obligations second priority liens and security
interests in the Tower Collateral.  The Debtors also granted to
the Tower Lenders, as security for the Tower Loan Obligations, a
second priority lien on and security interest in the Shared
Collateral.  Also, on the same date, certain of the Debtors
granted to the Tower Lenders repayment of the Tower Loan
Obligations.

Accordingly, all of the Prepetition Obligations are secured by
the Prepetition Collateral.

As of the Petition Date, the Prepetition Liens constitute valid,
binding, enforceable and perfected liens on the Debtors' assets.

As of the Petition Date, the principal amounts outstanding under
the Prepetition Credit Facilities aggregate roughly $810,000,000:

         Term Loan Facility                $224,830,000
         Revolver Loan Facility            $489,000,000
         Letter of Credit Obligations       $47,143,422
         Tower Loan Facility                $49,055,000

                       Cash Collateral Use

As of Aug. 3, 2008, the Debtors had approximately $52,000,000
of cash on hand, all of which comprise Cash Collateral, Jeffrey
M. Schlerf, Esq., at Bayard, P.A., in Wilmington, Delaware, the
Debtors' proposed counsel, informs the Court.

The Prepetition Lenders have consented to the use of the Cash
Collateral by the Debtors, Mr. Schlerf avers.

Accordingly, at the Debtors' behest, the Court allows them to use
of Cash Collateral during the interim period pursuant to a
prepared budget.

To that end, the Debtors prepared a 13-week cash flow forecast
commencing on the week ended Aug. 8, 2008, through the week
ending Oct. 31, 2008, a full-text copy of which is available
for free at:

       http://bankrupt.com/misc/WCI_13wkbdgetthruOct31.pdf  

The Budget provides for payment of postpetition operating
expenses and expenses of the administration of the Debtors'
bankruptcy cases, including day-to-day operation expenses and
professional fees and expenses.  

The Debtors are also authorized to use Cash Collateral to pay the
"Carve-Out" or costs fees and expenses, of up to $7,000,000, (i)
due and payable to the Bankruptcy Court Clerk and the U.S.
Trustee under Section 1930 of the Judicial and Judiciary
Procedures Code, and (ii) incurred by professionals retained by
the Debtors and any official statutory committee appointed in the
Debtors' cases.

As adequate protection for the Debtors' use of Cash Collateral,
the Court rules that:

   * The Debtors will pay the Prepetition Lenders current
     interest at the non-default rate under the Prepetition
     Credit Facilities.

   * The Debtors will pay the reasonable costs and expenses of
     financial and legal advisors engaged by the Prepetition
     Agents.

   * The Debtors will continue to provide the Prepetition Agents
     with financial reporting in compliance with the Prepetition
     Credit Facilities.

   * The Prepetition Lenders are granted valid binding,
     enforceable and perfected replacement liens on and security
     interests in all Postpetition Collateral to secure an amount
     equal to the aggregate net diminution in the value of the
     Prepetition Lenders' interest in all Postpetition
     Collateral.

     The Postpetition Collateral comprise all of the Debtors'
     assets, excluding (i) avoidance actions under the Bankruptcy
     Code, (ii) customer deposits and other third party finds
     held by the Debtors in escrow; and (iii) equity interest
     owned by certain Debtors in certain joint ventures, among
     others.

   * The Prepetition Lenders are granted superpriority claims
     pursuant to Section 507(b) of the Bankruptcy Code, senior to
     all other administrative claims.

The Adequate Protection Liens and superpriority claims will be
junior and subject to (i) all valid and perfected liens on the
Debtors' assets ad of the Petition Date and (ii) the Carve-Out.

The Court clarifies that no Cash Collateral or other Prepetition
Collateral may be used by any party to challenge the validity,
perfection or priority of the Prepetition Credit Facilities.  The
advisors to any official creditors committee in the Debtors'
cases may, however, review the Prepetition Loan Document at an
expense not to exceed $75,000.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated  
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No.08-11643
through 08-11770).  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Bayard, P.A, are the Debtors local bankruptcy
counsels.  Lazard Freres & Co. represents the Debtors as financial
advisors.  The Debtors selected Epiq Bankruptcy Solutions LLC as
their claims & notice agent.

When the Debtors filed for protection against their creditors,
they listed total assets of $2,178,179,000 and total debts of  
$1,915,034,000.

(WCI Communities  Bankruptcy News, Issue No. 2, Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000).


WCI COMMUNITIES: Wants White & Case as Lead Counsel
---------------------------------------------------
WCI Communities Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware for
permission to employ White & Case LLP, as lead counsel in their
Chapter 11 Cases.

Ernest J. Scheidemann, treasurer and chief financial officer of
WCI Communities, Inc., says that although White & Case does not
have an office in Delaware, it will represent the Debtors in
coordination with Delaware law firm Bayard, P.A.

White & Case and Bayard have discussed the division of
responsibilities in connection with representing the Debtors,
according to Mr. Scheidemann.

The Debtors believe that White & Case has the necessary
background to deal effectively and efficiently with many of the
potential legal issues and problems that may arise in their
Chapter 11 cases because of the firm's prior and current
representation of the Debtors in various matters.

The firm is a recognized expert in the field of debtors' and
creditors' rights and business reorganizations under Chapter 11,
Mr. Scheidemann notes.

As the Debtors' bankruptcy counsel, White & Case will:

   a. take all necessary actions to protect and preserve the
      estates of the Debtors, including the prosecution of
      actions on the Debtors' behalf, the defense of any actions
      commenced against the Debtors, the negotiation of disputes
      in which the Debtors are involved, and the preparation of
      objections to claims filed against the Debtors' estates;

   b. provide legal advice with respect to the Debtors' powers
      and duties as debtors in possession in the continued
      operation of their businesses and the management of their
      properties;

   c. prepare, on the Debtors' behalf, all necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the administration and prosecution of the
      Debtors' chapter 11 cases;

   d. assist the Debtors in connection with any disposition of
      their assets, by sale or otherwise;

   e. assist the Debtors in the negotiation, preparation and
      confirmation of a plan or plans of reorganization and all
      related transactions;

   f. appear in Court and to protect the interests of the Debtors
      before the Court; and

   g. perform all other necessary legal services in connection
      with the Debtors' Chapter 11 cases.

The Debtors will pay White & Case for the contemplated services
in accordance with the firm's customary hourly rates:

             Partners              $675 to $1,100
             Counsel               $510 to $1,000
             Associates            $365 to $685
             Paraprofessionals     $145 to $295

The Debtors will also reimburse the firm for actual and necessary
expenses it incurs or will incur in connection with the Debtors'
Chapter 11 Cases.

Craig H. Averch, Esq., a partner at White & Case LLP, in Miami,
Florida, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Averch also disclosed his firm received from the Debtors, no
later than  August 2, 2008, payments totaling $700,000 for
professional fees and expenses incurred with respect to
restructuring, real estate, litigation and corporate matters.

He adds the Debtors also paid White & Case, on July 24, 2008, a
$500,0000 retainer for prepetition services the firm rendered.


                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated  
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No.08-11643
through 08-11770).  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Bayard, P.A, are the Debtors local bankruptcy
counsels.  Lazard Freres & Co. represents the Debtors as financial
advisors.  The Debtors selected Epiq Bankruptcy Solutions LLC as
their claims & notice agent.

When the Debtors filed for protection against their creditors,
they listed total assets of $2,178,179,000 and total debts of  
$1,915,034,000.

(WCI Communities  Bankruptcy News, Issue No. 2, Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000).


WORLD HEART: Completes $30MM Private Placement
----------------------------------------------
World Heart Corporation completed a $30 million private
placement transaction and recapitalization under the terms of the
Recapitalization Agreement dated June 20, 2008 and amended on
July 31, 2008 to, among other things, include New Leaf Ventures
II, L.P as an additional investor.  

WorldHeart will pay an aggregate cash commission of $750,000 and
issue warrants to purchase an aggregate of 2,500,000 common shares
to its advisors, Pacific Growth Equities, LLC and Stifel, Nicolaus
and Company.  The warrants are subject to shareholder approval and
will have an exercise price of $0.11 per share.  

The Agreement entered into by WorldHeart includes its wholly owned
subsidiary World Heart Inc., Abiomed, Inc., Venrock Partners V,
L.P., Venrock Associates V, L.P. and Venrock Entrepreneurs Fund V,
L.P., Special Situations Fund III QP, L.P., Special Situations
Cayman Fund, L.P., Special Situations Private Equity Fund, L.P.,
Special Situations Life Sciences Fund, L.P. and Austin W. Marxe
and New Leaf, pursuant to which:

    (i) WorldHeart issued 300,000,000 common shares for an
        aggregate purchase price of $30,000,000, of which Venrock
        invested $11,000,000, SSF invested $9,000,000 and New Leaf
        invested $10,000,000;

    (ii) simultaneously with the closing of the Issuance, Abiomed
        converted the full amount of principal and interest owed
        on the $5,000,000 8% Secured Convertible Promissory Note
        previously issued to Abiomed by WorldHeart and WHI into
        86,000,000 common shares of WorldHeart, released the
        security interest in all of the assets of WorldHeart and
        WHI that secured the Note, terminated the warrant it held
        to purchase 3,400,000 common shares of WorldHeart, forgave
        other amounts owed to Abiomed by WorldHeart and terminated
        all previously existing agreements, arrangements and
        understandings with WorldHeart; and

    (iii) the purchase price delivered by Venrock and SSF at the
        closing was offset by the principal and interest owed on
        the bridge loan facility of $1,400,000 Venrock and SSF
        provided WorldHeart prior to closing.

                        Reverse Stock Split

The Agreement also provides that WorldHeart will call a special
meeting of its shareholders to vote on, among other things, the
approval of a reverse split of its common shares for the purpose
of seeking to comply with the $1.00 minimum bid price requirement
of the NASDAQ Capital Market.

                      Investor Board Nominees

The Agreement further provides that each of Abiomed, Venrock, SSF
and New Leaf will have the right to designate one person for
election to the Board of Directors of WorldHeart, so long as each
remains the beneficial owner of at least 5% of the outstanding
common shares of WorldHeart.  

Abiomed will also have the right to designate an observer to
attend meetings of the Board of Directors at any time it does not
have a designee on the Board of Directors.  If Abiomed has not
nominated a director on or prior to the second anniversary of the
closing, the rights of Abiomed to nominate a director or to
appoint an observer will terminate.  All of Abiomed's rights with
respect to the Board of Directors of WorldHeart will terminate on
the fifth anniversary of the closing.  

WorldHeart currently has a Board of Directors consisting of four
directors, subject to Canadian rules requiring 25% of the
directors to be Canadian residents.  WorldHeart will seek
to elect a new slate of board members at the special meeting of
shareholders.

                    Abiomed Distribution Rights

The Agreement provides that Abiomed's current distribution rights
with WorldHeart be terminated and replaced with revised  
distribution rights.  Under the revised terms, WorldHeart will
still be required to negotiate in good faith with Abiomed about
distribution arrangements before engaging any third-party
distributors for its products.

However, WorldHeart retains the right, without negotiating with
Abiomed, to distribute its products directly.  In addition, if
Abiomed and WorldHeart are unable to agree to terms on a potential
distribution arrangement, WorldHeart is free to negotiate with
third-party distributors without giving revised terms to Abiomed.   
Abiomed's revised distribution rights will terminate upon a change
of control of WorldHeart pursuant to the terms of the Agreement.

                       Equity Incentive Plan

The Agreement also provides that promptly following the closing,
WorldHeart will establish an equity incentive program for the
benefit of its independent directors, officers, employees and
consultants covering, together with its existing plans, a maximum
of 44,000,000 common shares of WorldHeart on such terms and
conditions as shall be approved by WorldHeart's Board of
Directors, including the designees, if any, of Abiomed, Venrock,
SSF and New Leaf.  WorldHeart will seek approval of the equity
incentive plan at the special meeting of shareholders.

                         Nasdaq Exception

Nasdaq Marketplace Rule 4350 requires that WorldHeart obtain
shareholder approval in certain circumstances, including for the
issuance of shares other than in a public offering equal to 20% or
more of the common shares outstanding before the issuance or to
affiliates, in either case if for less than the greater of book
value or market value of the common shares, or for the issuance of
shares which will result in a change of control of the issuer.

WorldHeart received from Nasdaq an exception from the Marketplace
Rule 4350 in reliance on Nasdaq Marketplace Rule 4350(i)(2) which
provides that Nasdaq may make an exception to the Marketplace
Rules when:

     (i) the delay in securing shareholder approval would  
         seriously jeopardize the financial viability of the
         enterprise and;

     (ii) reliance by the issuer is expressly approved by an audit
         committee of the issuer comprised solely of independent,
         disinterested directors.  

The audit committee of the Board of Directors of WorldHeart
expressly approved such reliance.  The Listings and Qualifications
Department of Nasdaq granted the requested exception permitting
WorldHeart to issue the 386,000,000 common shares contemplated in
the Recapitalization Agreement, which is significantly in excess
of the approximately 2,300,000 common shares which WorldHeart
would have been permitted to issue under Nasdaq's Marketplace Rule
4350 without shareholder approval or this exception.

Pursuant to this exception, WorldHeart mailed to its registered
shareholders a letter alerting them that it would not seek the
shareholder approval that would otherwise be required without
receipt of the exception from Nasdaq and setting forth the terms
of the Recapitalization Agreement and the fact of reliance on the
financial viability exception.
   
                  About World Heart Corporation

Headquartered in Oakland, California, World Heart Corporation
(TSX: WHT) -- http://www.worldheart.com/-- is a developer of    
mechanical circulatory support systems.  The company has
additional facilities in Salt Lake City, and Herkenbosch,
Netherlands.  WorldHeart's registered office is Ottawa, Ontario,
Canada.

At March 31, 2008, the company's balance sheet showed total assets
of $3.3 million and total liabilities of $7.8 million, resulting
in a total shareholders' deficit of $4.5 million.

                        Going Concern Doubt

Burr Pilger & Mayer LLP, in San Francisco, expressed substantial
doubt about World Heart company's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditor pointed
to the company's recurring losses.  The company said it expects to
continue to generate operating losses at least through 2008 and
2009.


ZIFF DAVIS: Enterprise Media Objects to Cure Amounts
----------------------------------------------------
Ziff Davis Media Inc. and its debtor-affiliates entered into
certain contractual agreements with Enterprise Media Group, Inc.,
in June and July of 2007, including a purchase and sale agreement,
an indemnity escrow agreement, an adjustment escrow agreement, a
license agreement, a confidentiality agreement, and various other
ancillary agreements.

Pursuant to the Agreements, Enterprise Media purchased certain
assets from the Debtors and assumed certain of the Debtors'
liabilities.  In addition, the Debtors agreed to indemnify
Enterprise Media for breaches of the Agreements, and an an escrow
containing $15,000,000 was created for the benefit of Enterprise
Media.

The Debtors provided notice of their intention to assume and cure
certain of their Agreements with Enterprise Media.  The Debtors
listed proposed cure amounts of $0 for each of the Agreements.

Shannon Lowry Nagle, Esq., at O'Melveny & Myers LLP, in New York,
notes that in the Debtors' notice of intent to assume contracts
and leases and proposed cure schedule, the Debtors listed
proposed cure amounts of $0 for the Enterprise Media Agreements.

Enterprise Media agrees with the Debtors' Notice to Assume, but  
believes that there are amounts due and owing under the
Enterprise Media Agreements, as set forth in its Claim No. 186.
The $15,000,000 Escrow account exists for the purpose of
indemnifying Enterprise Media, Ms. Lowry asserts.

Thus, Enterprise Media objects to the Debtors' proposed cure
amount of $0 for the Enterprise Media Agreements, and reasserts
its claim of $15,000,000 being held in Escrow.

Enterprise Media has initiated a resolution of its Claims, but
the process for resolving the Claims set forth in the Agreements
has not yet been completed, and the Claims have not been paid,
Ms. Lowry informs the U.S. Bankruptcy Court for the Southern
District of New York.

                  About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated     
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  

The Court confirmed the Debtors' Second Amended Plan of
Reorganization on June 17, 2008.  (Ziff Davis Bankruptcy News,
Issue No. 17, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)    


ZIFF DAVIS: Wants to Assign 63 Madison Lease; FOJP Objects
----------------------------------------------------------
Ziff-Davis Inc., an entity unrelated to Ziff Davis Media, Inc.,
and 63 Madison Associates, L.P., entered into a lease agreement
for floors 8 to 15 and the Concourse Level B-2 of a building known
as 63 Madison Avenue in New York.  The Lease obligates ZD Inc. to
pay between $10,402,165 and $14,907,627 in base rent per year
from the inception of the Lease until the year 2019, in addition
to additional rent.

Subsequently, ZD Inc. sold its publishing subsidiary Ziff Davis
Publishing Inc. to Ziff Davis Media Inc.  In connection with the
sale, ZD Inc., as tenant, assigned the Lease to ZDP, subject to
subleases in effect with respect to the 10th floor and the 15th
floor.  CNET Networks, Inc., acquired ZD Inc. in October 2000,
and assumed, among other things, the obligations of ZD Inc. under
the Lease.

When Ziff Davis Media and its debtor-affiliates filed an amended
schedule of rejected contracts and leases on June 17, 2008, CNET
objected to their intention to reject the 63 Madison Lease.

CNET told Judge Burton Lifland the rejection of the 63 Madison
Lease has potentially serious consequences for CNET as subtenant,
as guarantor, and as a primary obligor under the Lease.  CNET
noted
that the Lease terminates in September 2019, and the total rent
for which the Debtors may be obligated, and for which CNET may
also be liable, is as high as $153,000,000.

As a consequence of CNET's Objection, the Debtors, 63 Madison and
CNET, for the past several weeks, have been negotiating a
stipulation whereby 63 Madison would consent to the Debtors'
assumption and assignment of the Lease to CNET, Mark K. Thomas,
Esq., at Winston & Strawn LLP, in Chicago, Illinois, relates.  
Under the proposed assumption and assignment, the Debtors will be
allowed to remain in their current offices for a period of time
while they locate a more suitable and less expensive space and
negotiate a new lease.

Mr. Thomas discloses that the Debtors and CNET have reached an
agreement with respect to the terms of the assignment and are
hopeful that 63 Madison will be a party to the Stipulation.   
However, as of July 25, 2008, the parties remain in negotiations,
he notes.

Mr. Thomas contends that assigning the Lease to CNET will reduce
the dollar amount of rejection damages that may be asserted
against the Debtors' Chapter 11 estates which will result in a
significant cost savings.

Moreover, the Debtors will benefit from the goodwill generated by
assuming the Lease, Mr. Thomas notes.

"Although the Bankruptcy Code gives [the Debtors] the ability to
reject the Lease as originally contemplated under the Plan, doing
so would understandably cause inconvenience and hardship to the
Landlord and the sublessees, who would find themselves in the
awkward position of being holdover tenants without contractual
privity to the Landlord," Mr. Thomas says.  "Accordingly,
assumption and assignment of the Lease is in the best interests
of all affected parties."

Mr. Thomas says the Debtors believe that all cure issues will be
addressed and resolved consensually as a part of the Stipulation.  
To the extent the cure amount is disputed, the Debtors either
will withdraw their request or will ask the U.S. Bankruptcy Court
for the Southern District of New York to determine the cure amount
due.

Mr. Thomas also tells the Court that the Debtors and CNET have
provided 63 Madison with adequate assurance of CNET's future
performance.  He notes that CNET clearly has the capability to
perform under the Lease as CBS Corporation recently acquired it
in a transaction reported to be valued more than $1.5 billion.  
In addition, all of the space is currently occupied by subtenants
whose payment of rent to CNET will offset CNET's Lease costs.

Against this backdrop, the Debtors seek the Court's authority to
assign the 63 Madison Lease to CNET.

           FOJP Objects to Assignment of Madison Lease

FOJP Service Corporation complains the Debtors' request to assume
and assign the 63 Madison Lease fails to adequately address the
treatment of subleases and of sublessees.

FOJP is party to a sublease with Ziff Davis Publishing, Inc.
demising to FOJP the 13th and 14th floors at 63 Madison Avenue.  
The Sublease is subject to a certain agreement of lease between
63 Madison Associates, as landlord, and Ziff-Davis, Inc., as
tenant.

"The status of the sublease, the subtenancy thereunder, the
occupancy rights of FOJP, and the obligations of FOJP with
respect to the assignee of the prime lease and the subleased
premises, among other things, are left to conjecture and
uncertainty," Dov Kleiner, Esq., at Vinson & Elkins LLP, in New
York, relates.

Mr. Kleiner contends that the Debtors' request leaves many other
questions unanswered:

   -- Do the Debtors mean to assume and assign the FOJP Sublease
      and the other subleases to CNET?

   -- How will these parties treat a $968,000 letter of credit
      security deposit given by FOJP in connection with the
      rejected Sublease?

   -- What will be the effect of the proposed assignment of the
      Lease on a guaranty provided FOJP by Fulton Investment
      Trust?

Pending the resolution of the questions, FOJP asks the Court to
deny the Debtors' contemplated assignment of the 63 Madison
Lease.

Mr. Kleiner notes that nothing in the Debtors' proposed order
indicates that any of the issues will be addressed at the hearing
of the request.

"It may very well be that the interests of FOJP, the Reorganized
Debtors, and CNET are not in conflict, but without further
explanation, that cannot be known," Mr. Kleiner says.  "In any
event, it is certainly in the best interests of the Reorganized
Debtors, CNET, 63 Madison Associates, FOJP, and the other
sublessees that these matters be addressed and the issues
resolved by appropriate documentation, motions and court orders."

              Enterprise Media & BNY Reserve Rights

With respect to the Debtors' request to assume and assign the 63
Madison Lease to CNET, Enterprise Media and The Bank of New York
Mellon Trust Company, N.A., tell the Court that they are
reserving their rights.

According toe Enterprise Media, it has held initial discussions
with CNET about (i) remaining on the premises pursuant to a
sublease under which Enterprise Media occupies the 12th floor of
63 Madison, and (ii) pursuing Enterprise Media's rights pursuant
to Section 365(h)(1) of the Bankruptcy Code.

"CNET has expressed a desire to permit [Enterprise Media] to
remain as a subtenant," Ms. Nagle says.  "However, negotiations
are still taking place, including negotiations between CNET and
the landlord."

Meanwhile, BNY objects to the Debtors' request to the extent that
it fails to confirm that CNET will have no greater rights than
the Debtors.

"The Reorganized Debtors and CNET dispute whether [the Subleases
have] been appropriately rejected or not," Mr. Pojednic notes.  
"Whether or not [the Subleases have] been rejected, CNET must
take the [assignments of the Leases] subject to the terms and
conditions of the [Subleases], BNY's rights under the Bankruptcy
Code and applicable state law."

Accordingly, BNY asks the Court to confirm that CNET will have no
greater rights than the Debtors, under the assignment of the 63
Madison Lease.

                  About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated     
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  

The Court confirmed the Debtors' Second Amended Plan of
Reorganization on June 17, 2008.  (Ziff Davis Bankruptcy News,
Issue No. 17, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)    


ZIFF DAVIS: PC Magazine's Advertising Revenue Down 55.6%
--------------------------------------------------------
Publishers Information Bureau reported that second quarter
advertising revenues went down by 4.7% compared to the same
period last year, the Folio reports.

According to the paper, Ziff Davis Media Inc.'s PC Magazine had
the greatest decline in revenue, with a decrease of $9,800,000 --
or 55.6%.

The PIB disclosed that "sustained economic softness" caused the
revenue declines, the Folio says.

                  About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated     
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  

The Court confirmed the Debtors' Second Amended Plan of
Reorganization on June 17, 2008.  (Ziff Davis Bankruptcy News,
Issue No. 17, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)    


* Housing Slump Affecting Complex U.S. Banks' Earnings, S&P Says
----------------------------------------------------------------
The deepening housing slump and increasing economic recessionary
pressures are weighing down earnings at the large complex U.S.
banks as they approach the one-year anniversary of the beginning
of this historic weak mortgage credit cycle, according to a report
released by Standard & Poor's Ratings Services titled, "Housing
Slump And Consumer Credit Concerns Weigh Heavily On Large Complex
U.S. Banks Second-Quarter Earnings."

"Although reasons for hope are appearing in the housing market
(California housing sales up for three consecutive months), these
are heavily outweighed by negative news in housing, ever-
increasing loss severities on residential mortgages, and
broadening consumer credit concerns," said Standard & Poor's
credit analyst Victoria Wagner.

The positive signs in the quarter included improving net interest
margins and steady, albeit much lower, core deposit growth.
Commercial loan growth continues to be quite strong for most banks
and credit performance is quite good. Underlying revenue growth
trends, excluding the markdowns of loans and securities, were not
bad. Although write-downs related to problematic trading exposures
continue to affect reported investment banking revenues and
earnings severely, results excluding write-downs-while generally
weaker than in second-quarter 2007--are holding up better than S&P
had expected.


* S&P Says Discretionary Sectors Vulnerable to Market Turbulence
----------------------------------------------------------------
As of July 15, 2008, the consumer products, media and
entertainment, and retail/restaurants sectors remain most
susceptible to economic and credit-market turbulence, said an
article published by Standard & Poor's. The article, which is
titled "Stress In Corporate America: Consumer-Based Deterioration
Continues (Premium)," says these sectors consistently lead risk in
S&P's lists of distressed companies (defined as speculative-grade
companies with securities trading in excess of 1,000 basis points
above U.S. Treasuries), weakest links (companies rated 'B-' or
lower with either a negative outlook or on CreditWatch with
negative implications), and potential bond downgrades (investment-
grade or speculative-grade companies that have either a negative
outlook or on CreditWatch with negative implications).

"Weakness in the consumer products, media and entertainment, and
retail/restaurants sectors is a result of U.S. consumers'
diminished economic prospects," explained Diane Vazza, head of
Standard & Poor's Global Fixed Income Research Group. "Consumer
spending is critical to continued economic expansion, as it
accounts for 70% of the U.S. GDP." These cyclical sectors rely
heavily on consumer spending, which has recently declined after
showing resilience in 2007.

"We expect consumer spending to grow only 1.7% in 2008, a
deceleration compared with 2.9% in 2007 and 3.1% in 2006. As a
result of increased gasoline prices and falling home values,
consumer confidence is at its lowest level in more than 25 years,
opening the potential for even larger decreases in spending than
are currently forecast," S&P says.


* S&P Sees Downgrades to Continue as Market Gets More Volatile
--------------------------------------------------------------
General market volatility was elevated in mid July, as oil,
inflation, the fate of Freddie Mac and Fannie Mae, and earnings
reports were at the top of investors' minds, said an article
published by Standard & Poor's. The article, which is titled "U.S.
High-Yield Prospects: High-Yield Market Gyrates Amid Market
Volatility (Premium)," said the high-yield market followed suit,
gyrating in July, with spreads widening to 763 basis points (bps)
by mid-month from 698 bps at the end of June before tightening to
747 bps by July 29.

Credit quality continued to slide, with 27 downgrades in June and
18 downgrades in the first half of July. "Downgrades are expected
to continue to come at a steady clip over the coming months as
economic conditions deteriorate further," said Diane Vazza, head
of Standard & Poor's Global Fixed Income Research Group.

New issuance remains tepid, with only $2.6 billion in bonds issued
for the month (through July 29) and $35 billion on the year.
"However, primary market conditions might not be as sour as the
low issuance number indicates," Ms. Vazza noted. "The July deals
had plenty of interest from investors, and issuance levels are
usually slow in summer months."

So far this year, 51% of issuance was rated 'BB', 44% rated 'B',
and just under 5% rated 'CCC'. This is a departure from 2007, when
26% of issuance was rated 'CCC' and only 28% received a 'BB'
rating.  S&P expects that issuance will retain this stronger
ratings mix over the coming quarters.


* S&P Says U.S. Housing Prices May Reach Bottom By 2010
-------------------------------------------------------
A new report by Standard & Poor's Ratings Services discusses
recent initiatives that may have an impact on the U.S. residential
mortgage-backed securities (RMBS) and housing markets.

According to the report, even with the flurry of major steps taken
by the U.S. government and the financial markets to shore up the
housing market, a chief concern for U.S. RMBS investors is whether
housing prices have reached bottom.

Standard & Poor's Chief Economist David Wyss says that bottom may
not happen until 2010. As of now, an oversupply of houses and a
steady number of new foreclosures are keeping home prices down.  
"These trends have led us to continue revising our surveillance
assumptions on rated U.S. RMBS."

"While U.S. RMBS investors wait for the bottom, the U.S.
government continues to provide some assistance to borrowers who
may face foreclosure, as well as provide certain lenders with
capital relief. In addition to the new housing market law, the
"Housing and Economic Recovery Act of 2008," which President
George Bush signed into law July 30, two other notable measures
are the Treasury Department's push to get U.S. markets to embrace
securities known as covered bonds and the growing popularity of
re-REMICs, the process of resecuritizing parts of previously
issued RMBS. All of these initiatives may impact our estimate of
loan performance in our rated transactions, as well as the U.S.
RMBS and housing markets. We are therefore closely following these
initiatives."

The commentary article, "What Impact Will New Government And
Market Measures Have On U.S. RMBS?" was published Aug. 5, 2008.


* S&P Places Ratings of $1.89BB in CBOs and CLOs on Watch Neg
-------------------------------------------------------------
Standard & Poor's Ratings Services placed 32 ratings from 19 U.S.
cash flow collateralized bond obligation (CBO) and collateralized
loan obligation (CLO) transactions on CreditWatch with positive
implications. At the same time, S&P placed 10 ratings on five U.S.
cash flow CBO and CLO transactions on CreditWatch with negative
implications. The securities with ratings placed on CreditWatch
positive represent an original issuance amount of approximately
$6.54 billion, while the securities with ratings placed on
CreditWatch negative represent an original issuance amount of
approximately $1.89 billion. All of the transactions are older
vintage (1998 through 2005) collateralized debt obligation (CDO)
transactions collateralized by corporate investment-grade or high-
yield bonds and leveraged loans.

Seventeen of the 32 ratings placed on CreditWatch positive are
from eight arbitrage corporate high-yield CLO transactions, 14 are
from 10 arbitrage corporate high-yield CBO transactions, and the
remaining rating placed on CreditWatch positive is from an
arbitrage corporate investment-grade deal. Eight of the 10 ratings
placed on CreditWatch negative are from four arbitrage corporate
high-yield CBO transactions, and the remaining two ratings are
from an arbitrage corporate high-yield CLO transaction.

Vintage/Deal Type   CF HY CBO   CF HY CLO  CF IG CBO   Total

1998                        2           0          0       2
1999                        2           4          1       7
2000                        5           1          0       6
2001                        3           0          0       3
2002                        2           4          0       6
2003                        0           3          0       3
2004                        0           5          0       5
Total                      14          17          1      32
CF -- Cash flow
HY -- High-yield
CBO -- Collateralized bond obligation
CLO -- Collateralized loan obligation
IG -- Investment-grade

Vintage/Deal Type      CF HY CBO      CF HY CLO      Total

2000                           3              0          3
2001                           3              0          3
2002                           0              2          2
2005                           2              0          2
Total                          8              2         10
CF -- Cash flow
HY -- High-yield
CBO -- Collateralized bond obligation
CLO -- Collateralized loan obligation

The CreditWatch positive placements reflect increased credit
support for mezzanine classes of notes as the result of a partial
paydown of the senior classes of notes, resulting in an increase
in the overcollateralization (O/C) available to support the notes.
The CreditWatch negative placements are mostly the result of
deterioration in the credit quality of the underlying securities
backing the transactions. This was either in the form of lowered
credit ratings or defaults to assets within the portfolio.

One high yield CLO transaction, Aurum CLO 2002-1 Ltd., experienced
both a significant increase in paydowns and a high level of
downward migration in credit quality. The downgrades caused the
ratings on the lowest rated pari passu classes in the structure to
be placed on CreditWatch negative, while S&P placed the ratings on
the senior classes that benefited from the pay down on CreditWatch
positive.

S&P will review the results of cash flow runs generated for the
transactions to determine the level of future defaults the rated
classes can withstand under various stressed default timing and
interest rate scenarios, while still paying all of the interest
and principal due on the notes. The results of these cash flow
runs will be compared with the projected default performance of
the performing assets in the collateral pools of these deals to
determine whether the ratings currently assigned to the notes
remain consistent with the credit enhancement available.

RATINGS PLACED ON CREDITWATCH POSITIVE

                                                  Rating
Transaction                     Class      To              From

Archimedes Funding IV           A-2        AA/Watch Pos    AA
  (Cayman) Ltd.
Aurum CLO 2002-1 Ltd.           A-2        AA/Watch Pos    AA
Aurum CLO 2002-1 Ltd.           B          A-/Watch Pos    A-
Canyon Capital CDO 2001-1 Ltd.  B-1L       A/Watch Pos     A
Dilmun Capital II Ltd.          Mezz       A-/Watch Pos    A-
First Dominion Funding III      B-1        AA+/Watch Pos   AA+
First Dominion Funding III      B-2        AA+/Watch Pos   AA+
Highland Legacy Ltd.            B Floating A-/Watch Pos    A-
Highland Legacy Ltd.            B Fixed    A-/Watch Pos    A-
Juniper CBO 2000-1 Ltd.         A-3L       AA+/Watch Pos   AA+
Juniper CBO 2000-1 Ltd.         A-3        AA+/Watch Pos   AA+
Knight Funding Ltd.             A-2        AA/Watch Pos    AA
Muzinich CBO II Ltd.            A-1        AA+/Watch Pos   AA+
Muzinich CBO II Ltd.            A-2        AA+/Watch Pos   AA+
Navigator CDO 2003 Ltd.         A-3A       AA/Watch Pos    AA
Navigator CDO 2003 Ltd.         A-3B       AA/Watch Pos    AA
Navigator CDO 2003 Ltd.         B          A/Watch Pos     A
Nova CDO 2001 Ltd.              B          BBB+/Watch Pos  BBB+
Rosemont CLO Ltd.               B-1        A/Watch Pos     A
Rosemont CLO Ltd.               B-2        A/Watch Pos     A
Signature 7 L.P.                B          A/Watch Pos     A
Signature 7 L.P.                C          BBB/Watch Pos   BBB
South Street CBO 2000-1 Ltd.    A-3L       BBB+/Watch Pos  BBB+
South Street CBO 2000-1 Ltd.    A-3        BBB+/Watch Pos  BBB+
Stone Tower CLO II Ltd.         A-2        AA/Watch Pos    AA
Stone Tower CLO II Ltd.         B          A/Watch Pos     A
Stone Tower CLO II Ltd.         C          BBB/Watch Pos   BBB
Sutter CBO 1998-1 Ltd.          A-3        A-/Watch Pos    A-
Sutter CBO 1998-1 Ltd.          A-3L       A-/Watch Pos    A-
Sutter CBO 2000-2 Ltd.          A-3L       AA+/Watch Pos   AA+
Sycamore CBO (Cayman) Ltd.      A-3        AA/Watch Pos    AA
Wilbraham CBO Ltd.              A-2        BB+/Watch Pos   BB+

RATINGS PLACED ON CREDITWATCH NEGATIVE

                                                Rating
Transaction                     Class      To              From

Aurum CLO 2002-1 Ltd.           D-1        BB/Watch Neg    BB
Aurum CLO 2002-1 Ltd.           D-2        BB/Watch Neg    BB
Chartwell CBO I                 B          BBB+/Watch Neg  BBB+
Nicholas Applegate CBO I Ltd.   B-1        A-/Watch Neg    A-
Nicholas Applegate CBO I Ltd.   B-2        A-/Watch Neg    A-
Nicholas-Applegate CBO II Ltd.  B          BBB/Watch Neg   BBB
Nicholas-Applegate CBO II Ltd.  C          BB/Watch Neg    BB
Nicholas-Applegate CBO II Ltd.  D          B/Watch Neg     B
Peritus I CDO Ltd.              B          A-/Watch Neg    A-
Peritus I CDO Ltd.              C          BB-/Watch Neg   BB-


* BAE Systems to Manage U.S. Courts' Bankruptcy Notice System
-------------------------------------------------------------
BAE Systems Inc. has been selected by the Administrative Office of
the U.S. Courts to manage the Bankruptcy Noticing Center.

Under this contract, BAE Systems will manage the mailing and
electronic distribution of bankruptcy notices that inform
creditors nationwide when debtors file for bankruptcy.  The
contract is for a one-year base period with options for nine one-
year periods to follow.

"The BNC provides the critical link in the notification process,"
said Thomas Sechler, BAE Systems Information Technology general
manager and vice president of Civilian Solutions.  "This win
further showcases BAE Systems ability to provide the right
solutions and business processes, capabilities and partnerships,
and the important work the company performs in today’s market
place."

BAE Systems has been supporting AOUSC and the 90 U.S. Bankruptcy
Courts since 1994.  The BNC has processed 118 million bankruptcy
notices both electronically and via U.S. Mail during the past year
-- an increase of 17 percent over the previous year.

"This program is a critical function in the court system --
particularly given the volume of bankruptcy notices anticipated in
the current economic environment," added Joe Speetjens, the
company's manager for the program. "One of our primary tasks on
the new contract will be to increase the number of notices sent
electronically."

Assisting BAE Systems with the mailing of bankruptcy notices are
RR Donnelley and Double Envelope.  Both companies have supported
the effort since the program's inception.  RR Donnelley is the
world's premier full-service provider of print and related
services, including document-based business process outsourcing.  
New to the team is Campbell-Ewald, one of the nation's leading
marketing and advertising firms, to assist in getting recipients
to convert from paper to electronic notices.

BAE Systems Information Technology is a full-service solutions
provider of information systems and services that offers network
and managed IT operations to provide secure, reliable solutions in
support of mission-critical customer needs.  BAE Systems
Information Technology supports advanced computing operations
across the federal government and is directly involved with many
of the government’s most sophisticated agencies in delivering new
technologies.

More information on electronic bankruptcy noticing can be found at
http://www.EBNuscourts.com/

BAE Systems -- http://www.baesystems.com/-- is the premier global  
defense and aerospace company delivering a full range of products
and services for air, land and naval forces, as well as advanced
electronics, information technology solutions and customer support
services.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Boulder Glen LLC
   Bankr. W. D. Wash. Case No. 08-14807
      Chapter 11 Petition filed July 30, 2008
         Filed as Pro Se

In Re David A. Yarian
   Bankr. M. D. Tenn. Case No. 08-06601
      Chapter 11 Petition filed July 30, 2008
         Filed as Pro Se

In Re Digital Vision, Inc.
   Bankr. W. D. Penn. Case No. 08-24965
      Chapter 11 Petition filed July 30, 2008
         See http://bankrupt.com/misc/pawb08-24965.pdf

In Re HP Interiors, Inc.
   Bankr. M. D. Fla. Case No. 08-11422
      Chapter 11 Petition filed July 30, 2008
         See http://bankrupt.com/misc/flmb08-11422.pdf

In Re Ink on Paper, Inc.
   Bankr. E. D. Penn. Case No. 08-11422
      Chapter 11 Petition filed July 30, 2008
         See http://bankrupt.com/misc/paeb08-14845.pdf

In Re Robert Roy
   Bankr. S. D. N. Y. Case No. 08-11422
      Chapter 11 Petition filed July 30, 2008
         See http://bankrupt.com/misc/nysb08-23085.pdf

In Re Alex Hejazi
   Bankr. Va. E.D. Case No. 08-14549
      Chapter 11 Petition filed July 31, 2008  
         See http://bankrupt.com/misc/vaeb08-14549.pdf

In Re C&R Trucking Inc.
   Bankr. Conn. D. Case No. 08-32508
      Chapter 11 Petition filed July 31, 2008  
         See http://bankrupt.com/misc/ctb08-32508.pdf

In Re Michael David Kolacz
   Bankr. Tex. E.D. Case No. 08-41988     
      Chapter 11 Petition filed July 31, 2008  
         See http://bankrupt.com/misc/txeb08-41988.pdf

In Re The Mustang Cafe LLC
   Bankr. Tex. E.D. Tex. Case No. 08-42004
      Chapter 11 Petition filed July 31, 2008  
         See http://bankrupt.com/misc/txeb08-42004.pdf

In Re R&Y Enterprises, Inc.
   Bankr. Mass. D. Case No. 08-15645          
      Chapter 11 Petition filed July 31, 2008  
         See http://bankrupt.com/misc/mab08-15645.pdf

In Re RDB Enterprises LLC
   Bankr. N.Y. S.D. Case No. 08-13026
      Chapter 11 Petition filed July 31, 2008  
         See http://bankrupt.com/misc/nysb08-13026.pdf

In Re RJM Farms, Inc.
   Bankr. Ga. S.D. Case No. 08-60479          
      Chapter 11 Petition filed July 31, 2008  
         See http://bankrupt.com/misc/gasb08-60479.pdf

In Re Joshua Omar Sabree
   Bankr. N.D. Ga. Case No. 08-74371
      Chapter 11 Petition filed July 31, 2008
         Filed as Pro Se

In Re Dora Lynn Nielsen
      dba Majestic Manor, LLC
   Bankr. D. Utah Case No. 08-24993
      Chapter 11 Petition filed August 1, 200
         Filed as Pro Se

In Re Trifecta Investment Group
      dba Pleasure Spas
   Bankr. D. Ariz. Case No. 08-09808
      Chapter 11 Petition filed August 1, 2008
         See http://bankrupt.com/misc/azb08-09808.pdf

In Re Dennis C. Payne Trucking, Inc.
   Bankr. S.D. Ohio Case No. 08-14267
      Chapter 11 Petition filed August 1, 2008
         See http://bankrupt.com/misc/ohsb08-14267.pdf

In Re Wedafab, Inc.
   Bankr. E.D. Penn. Case No. 08-25079
      Chapter 11 Petition filed August 1, 2008
         See http://bankrupt.com/misc/pawb08-25079.pdf

In Re Main Street Executives Offices, LLC
   Bankr. D. Arizona Case No. 08-09801
      Chapter 11 Petition filed August 1, 2008
         Filed as Pro Se

In Re M&S Construction Co., LLC
   Bankr. D. S.C. Case No. 08-04610
      Chapter 11 Petition filed August 1, 2008
         See http://bankrupt.com/misc/scb08-04610.pdf

In Re New 6, Inc.
      dba Mabel's Restaurant  
   Bankr. W.D. Mich. Case No. 08-06786
      Chapter 11 Petition filed July 31, 2008
        See http://bankrupt.com/misc/miwb08-06786.pdf

In Re R&Y Enterprises, Inc.
      dba Ying's
   Bankr. D. Mass. Case No. 08-15645
      Chapter 11 Petition filed July 31, 2008
        See http://bankrupt.com/misc/mab08-15645.pdf

In Re Lagreta Pigatt
   Bankr. D. Md. Case No. 08-19839
      Chapter 11 Petition filed July 31, 2008
        See http://bankrupt.com/misc/mdb08-19839.pdf

In Re Patricia E. McQuiston
   Bankr. W.D. Penn. Case No. 08-25042
      Chapter 11 Petition filed July 31, 2008
        See http://bankrupt.com/misc/pawb08-25042.pdf

In Re Dennis C Payne Trucking Inc
   Bankr. S.D. Ohio Case No. 08-14267
      Chapter 11 Petition filed Aug. 1, 2008
        See http://bankrupt.com/misc/ohsb08-14267.pdf

In Re DAB Enterprises, Inc.
   Bankr. N.D. Calif. Case No. 08-31435
      Chapter 11 Petition filed Aug. 1, 2008
        See http://bankrupt.com/misc/canb08-31435.pdf

In Re Adirondack Timber Enterprise, Inc.
      dba Asplin Tree Farms
   Bankr. N.D. N.Y. Case No. 08-12553
      Chapter 11 Petition filed Aug. 1, 2008
        See http://bankrupt.com/misc/nynb08-12553.pdf

In Re Katon, Inc.
      fka Klingler Electric Corporation
   Bankr. S.D. Miss. Case No. 08-02266
      Chapter 11 Petition filed Aug. 1, 2008
        See http://bankrupt.com/misc/msb08-02266.pdf

In Re M&S Construction Co., LLC
   Bankr. D. S.C. Case No. 08-04610
      Chapter 11 Petition filed Aug. 1, 2008
        See http://bankrupt.com/misc/scb08-04610.pdf

In Re World Harvest Dental, Inc.
   Bankr. S.D. Ind. Case No. 08-09368
      Chapter 11 Petition filed Aug. 1, 2008
        See http://bankrupt.com/misc/insb08-09368.pdf

In Re Wedafab, Inc.
   Bankr. W.D. Pa. Case No. 08-25079
      Chapter 11 Petition filed Aug. 1, 2008
        See http://bankrupt.com/misc/pawb08-25079.pdf

In Re Valentin Company, L.L.C.
   Bankr. E.D. Mich. Case No. 08-58645
      Chapter 11 Petition filed Aug. 1, 2008
        See http://bankrupt.com/misc/mieb08-58645.pdf

In Re Pamela J. Wall
   Bankr. D. Conn. Case No. 08-50698
      Chapter 11 Petition filed Aug. 1, 2008
        Filed as Pro Se

In Re NH Meateas Statutory Trust
   Bankr. D. Conn. Case No. 08-21490
      Chapter 11 Petition filed Aug. 1, 2008
        Filed as Pro Se

In Re Ignacio Lewis
   Bankr. S.D. N.Y. Case No. 08-13058
      Chapter 11 Petition filed Aug. 2, 2008
        See http://bankrupt.com/misc/nysb08-13058.pdf

In Re 3319 LLC
   Bankr. S.D. Tex. Case No. 08-34959
      Chapter 11 Petition filed Aug. 3, 2008
        See http://bankrupt.com/misc/txsb08-34959.pdf

In Re Anthony Gray, Sr.
   Bankr. N.D. Ohio Case No. 08-16021
      Chapter 11 Petition filed Aug. 3, 2008
        See http://bankrupt.com/misc/ohnb08-16021.pdf

In Re Joaquin Merlos
   Bankr. S.D. Calif. Case No. 08-07414
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/casb08-07414.pdf

In Re Afford-A-Staff, Inc.
   Bankr. M.D. Fla. Case No. 08-11740
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/flmb08-11740.pdf

In Re Calvary Bridal House, Inc.
   Bankr. D. N.J. Case No. 08-24645
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/njb08-24645.pdf

In Re Little People Universe, Inc.
   Bankr. E.D. Penn. Case No. 08-14976
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/paeb08-14976.pdf

In Re 536 Vasey, Inc.
   Bankr. N.D. Tex. Case No. 08-43549
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/txnb08-43549.pdf

In Re Cinor, L.P.
   Bankr. E.D. Pa. Case No. 08-14989
      Chapter 11 Petition filed August 4, 2008
         Filed as Pro Se

In Re Executive Brokers Real Estate
   Bankr. N.D. Ga. Case No. 08-75026
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/ganb08-75026.pdf

In Re Greater Houston Publishers, Inc.
   Bankr. S.D. Tex. Case No. 08-35021
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/txsb08-35021.pdf

In Re Greater Houston Publishing, Inc.
   Bankr. S.D. Tex. Case No. 08-35026
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/txsb08-35026.pdf

In Re Grins & Giggles, LLC
   Bankr. S.D. Tex. Case No. 08-35120
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/txsb08-35120.pdf

In Re First Atlanta, L.P.
   Bankr. N.D. Ga. Case No. 08-74896
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/ganb08-74896.pdf

In Re Jere Richard Young
   Bankr. M.D. Tenn. Case No. 08-06772
      Chapter 11 Petition filed August 4, 2008
         Filed as Pro Se

In Re Lippincott Properties
   Bankr. E.D. Pa. Case No. 08-14984
      Chapter 11 Petition filed August 4, 2008
         Filed as Pro Se

In Re Mecca Development, Inc.
   Bankr. N.D. Ga. Case No. 08-74959
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/ganb08-74959.pdf

In Re Reynard Dauphin
   Bankr. N.D. Ga. Case No. 08-75048
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/ganb08-75048.pdf

In Re Ringold Group, L.L.C.
   Bankr. E.D. Tex. Case No. 08-42097
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/txeb08-42097.pdf

In Re Sheridan Homes of Texas, Inc.
   Bankr. E.D. Tex. Case No. 08-42099
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/txeb08-42099.pdf

In Re TEN Investment Inc.
   Bankr. S.D. Tex. Case No. 08-34990
      Chapter 11 Petition filed August 4, 2008
         Filed as Pro Se

In Re Universal Rehabilitation Services, Inc.
   Bankr. S.D. Tex. Case No. 08-35091
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/txsb08-35091.pdf

In Re W. Newton Passive Investments, L.L.C.
   Bankr. W.D. Tex. Case No. 08-52204
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/txwb08-52204.pdf

In Re Westheimer Professional Building Trust
   Bankr. S.D. Tex. Case No. 08-35083
      Chapter 11 Petition filed August 4, 2008
         See http://bankrupt.com/misc/txsb08-35083.pdf

In Re Gerard Restaurant Partners, LP
      dba Gerard's Place
      dba Gerard Restaurant
   Bankr. D.C. Case No. 08-00525
      Chapter 11 Petition filed August 5, 2008
         See http://bankrupt.com/misc/dcb08-00525.pdf

In Re Reed Law Group, P.C.
   Bankr. E.D. Mich. Case No. 08-58903
      Chapter 11 Petition filed August 5, 2008
         See http://bankrupt.com/misc/mieb08-58903.pdf

In Re Jesseco, Inc.
      dba KFC
   Bankr. D. N.J. Case No. 08-24713
      Chapter 11 Petition filed August 5, 2008
         See http://bankrupt.com/misc/njb08-24713.pdf

In Re SH & JH Strawberry Associates, LLC
   Bankr. E.D. Pa. Case No. 08-15020
      Chapter 11 Petition filed August 5, 2008
         See http://bankrupt.com/misc/paeb08-15020.pdf

In Re The Firm
   Bankr. M.D. Ga. Case No. 08-40814
      Chapter 11 Petition filed August 5, 2008
         Filed as Pro Se

In Re Victory Tabernacle Church, Inc.
   Bankr. W.D. Tenn. Case No. 08-27820
      Chapter 11 Petition filed August 5, 2008
         See http://bankrupt.com/misc/tnwb08-27820.pdf

In Re Surya Holdings, Ltd.
   Bankr. E.D. Tex. Case No. 08-42108
      Chapter 11 Petition filed August 5, 2008
         See http://bankrupt.com/misc/txeb08-42108.pdf

In Re Star Auto Wash, LLC
   Bankr. N.D. Tex. Case No. 08-33922
      Chapter 11 Petition filed August 5, 2008
         See http://bankrupt.com/misc/txnb08-33922.pdf

In Re Creeks Unlimited
   Bankr. S.D. Tex. Case No. 08-35170
      Chapter 11 Petition filed August 5, 2008
         See http://bankrupt.com/misc/txsb08-35170.pdf

                             *********

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
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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-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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