TCR_Public/080811.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 11, 2008, Vol. 12, No. 190           

                             Headlines

ADVANCED INTEGRATION: Case Summary & 20 Largest Unsec. Creditors
ALTHEA BOWE: Case Summary & Two Largest Unsecured Creditors
AMERICREDIT CORP: Moody's Cuts Senior Unsecured Debt Rating to B1
ASCENDIA BRANDS: Gets Interim OK to Access WFF's $9.4 Mil. Loan
ATA AIRLINES: Slates Aug. 13 Auction of Aircraft-Related Assets

ATA AIRLINES: Files Passenger Status Report
AVENTINE RENEWABLE: S&P Affirms 'B+' LT Corp. Credit Rating
BACKWOODS OUTDOORS: Case Summary & 20 Largest Unsecured Creditors
BANC OF AMERICA: Fitch Places Four Low-B Ratings Under Neg. Watch
BEAR STEARNS: Moody's Publishes Underlying Ratings of Notes

BOSCOV'S INC: Gets Okay to Borrow $250MM Under BofA DIP Loan
BOSCOV'S INC: Gets Permission to Use Lenders' Cash Collateral
BOSCOV'S INC: Seeks Permission to Sell 10 Underperforming Stores
BOSCOV'S INC: Organizational Meeting to Form Committee Set Aug. 12
BOYD GAMING: Fitch Holds Ratings After Halted Echelon Construction

BUILDING MATERIALS: Moody's Junks Corporate Family Rating to Caa1
CAPITOL AIR: Case Summary & 14 Largest Unsecured Creditors
CHESAPEAKE CORP: Moody's Junks Corporate Family Ratings to Caa2
CHRYSLER AUTOMOTIVE: Moody's Junks Corporate Family Rating to Caa1
CHRYSLER FINANCIAL: Moody's Downgrades CF Rating to B2 from B1

CHRYSLER LLC: Dana Wants to End Supply Agreement by December 31
CHRYSLER LLC: Production May Suffer if Dana Severs Contract
CHRYSLER LLC: In Talks with Nissan on Midsize Cars Manufacturing
CHRYSLER LLC: S&P Cuts Ratings to CCC+ on Funding Constraints
CMT AMERICA: Panel Wants Case Converted to Chapter 7 Liquidation

CONTECH CONSTRUCTION: S&P Puts Rating on Watch Amid Housing Slump
CONTINENTALAFA DISPENSING: Files Ch. 11 Petition, Gets $20MM DIP
CONTINENTALAFA DISPENSING: Voluntary Chapter 11 Case Summary
DANA HOLDING: Wants to Terminate Supply Agreement with Chrysler
DANA HOLDINGS: Chrysler Production May Suffer If Supply Pact Ends

DELFASCO INC: Organizational Meeting to Form Panel on Aug. 14
DELPHI CORP: Gets $300MM Add'l. Exit Funding from General Motors
DEREKTOR SHIPYARDS: Wants To Terminate Ship Contract
DIET CHANNEL: Seeks Protection Under Chapter 11
DIET CHANNEL: Voluntary Chapter 11 Case Summary

D'LADI'S: Voluntary Chapter 11 Case Summary
DLNJ HANCOCK: Voluntary Chapter 11 Case Summary
DOLLAR THRIFTY: Moody's Cuts CFR to B3 on Exposure to Chrysler
ECONOMIC DEVELOPMENT: Case Summary & 20 Largest Unsec. Creditors
FEDDERS CORP: Discloses Intent to Create GUC Liquidating Trust

FIRSTFED FINANCIAL: Barclays and UBS See Default in Option ARMs
FIRSTFED FINANCIAL: Posts $35.5MM Net Loss in Second Qtr. 2008
FRONTIER AIRLINES: Bares Amendment to Annual Report for Year 2008
GENERAL MOTORS: Asks Advertising Agencies for a 20% Fees Discount
GENERAL MOTORS: Provides $300MM to Help Delphi Exit Bankruptcy

GENERAL MARITIME: Arlington Tankers Merger to Create $2BB Company
GENERAL MARITIME: S&P Affirms 'BB' Rating on Merger Plan
GREEKTOWN CASINO: Wants Vendor, Reclamation Claims Procedures Set
GREENPOINT MORTGAGE: Moody's Publishes Underlying Ratings on Notes
GSAMP TRUST: S&P Cuts Ratings on Three Classes Lowered to 'D'

HANGER ORTHOPEDIC: Moody's Confirms B2 CF Rating, Changes Outlook
HEARTLAND SNACKS: Case Summary & 20 Largest Unsecured Creditors
HENRY BELL: Voluntary Chapter 11 Case Summary
HIOCEAN REALTY: Case Summary & Four Largest Unsecured Creditors
HOW INSURANCE: Claims Bar Date Set for January 12, 2009

HUDSON MEZZANINE: S&P Lowers Ratings on Intent to Liquidate
HUISH DETERGENT: Moody's Places Ratings Under Review for Upgrade
HYPERION FOUNDATION: Voluntary Chapter 11 Case Summary
IFM COLONIAL: S&P Affirms 'BB+' Corp. Rating; Outlook Is Stable
IRONWOOD LLC: Case Summary & Largest Unsecured Creditor

JAMES WILSON: Case Summary & 20 Largest Unsecured Creditors
JHT HOLDINGS: Court Approves Amended Disclosure Statement
JIM PALMER: Actionview Hires Counsel to Review $250,000 Loan Deal
JOEL HOLLOWELL: Case Summary & XX Largest Unsecured Creditors
JOHN JENSEN: Case Summary & 10 Largest Unsecured Creditors

LINENS 'N THINGS: Now Obliged to File Chapter 11 Plan by August 29
LINENS 'N THINGS: Noteholders Want Adequate Protection Effectuated
LINENS 'N THINGS: To Waive Preference Claims Against Landlords
LINENS 'N THINGS: Proposes October 6 Claims Bar Date
MASSEY ENERGY: To Buy Back $335MM in 6.625% Senior Notes Due 2010

MASSEY ENERGY: To Issue $250MM in Stock, $600MM in 2015 Notes
MASSEY ENERGY: S&P Assigns 'B+' Rating to $600MM Notes Due 2015
MCG CAPITAL: Fitch Cuts Issuer Default Rating to 'BB+' from 'BBB-'
MCG CAPITAL: Fitch Cuts Issuer Default Rating to 'BB+' from 'BBB-'
MDNY HEALTHCARE: N.Y. Supreme Court Judge Orders Liquidation

MERVYN'S LLC: Salient Terms of $465MM Wachovia DIP Financing
MERVYN'S LLC: Obtains Interim Order to Use Cash Collateral
MERVYN'S LLC: Court Approves Kurtzman Carson as Claims Agent
METROPOLITAN COOP: Case Summary & Five Largest Unsecured Creditors
MIDLAND FOOD: Voluntary Chapter 11 Case Summary

MOHAWK MARKETING: Case Summary & 20 Largest Unsecured Creditors
NEW JERSEY HEALTH: Fitch Cuts Rating to BB+ on $41MM Revenue Bonds
NETBANK INC: Modifies Amended Plan, Equity Holders Cannot Vote
NUTRITIONAL SOURCING: Files Ch. 11 Plan and Disclosure Statement
PACIFIC LUMBER: Humboldt Redwood Begins First Week of Operations

PACIFIC LUMBER: 5th Circuit Allows Expedited Appeal of Conf. Order
PAPPAS TELECASTING: Can Use Cash Collateral Through August 13
PARHAM POINTE: Voluntary Chapter 11 Case Summary
PERFORMANCE TRANS: Files Schedule of Postpetition Debts
PERFORMANCE TRANS: Sec. 341 Meeting Scheduled for Aug. 25

PERFORMANCE TRANS: Ch. 7 Trustee Seeks BDCF Deal Approval
PERFORMANCE TRANS: Ch. 7 Trustee Wants Admin. Claims In by Sept.
PIERCE HOMES: Halts Operations; In Liquidation Talks with Banks
PLASTECH ENGINEERED: 220 Employees in Franklin Plant to Lose Jobs
PLASTECH ENGINEERED: Labor Dept. Aids Displaced Shreveport Workers

PLASTECH ENGINEERED: Court Okays 503(b) Claims Resolution Process
PLASTECH ENGINEERED: Court Extends Plan-Filing Period to Sept. 28
PLASTECH ENGINEERED: Sued by Plastic Mold Over Unpaid Tooling
PROXYMED INC: Court Approves Bid Procedures and Auction Timetable
RADIOSHACK CORP: Fitch Affirms 'BB' Ratings on Adequate Liquidity

RAMP TRUSTS: Moody's Bares Underlying Ratings of FGIC-Backed Notes
RED SHIELD: May Employ Bernstein Shur as Bankruptcy Counsel
RED SHIELD: May Engage Windsor Associates as Financial Consultant
RESIDENTIAL CAPITAL: DBRS Keeps 'CCC' Rating with Negative Trend
REXVILLE OPEN: Case Summary & 20 Largest Unsecured Creditors

ROSS GRUMET: Case Summary & Seven Largest Unsecured Creditors
RURAL CELLULAR: Moody's Raises $60MM Debt Facility Ratings to Ba1
RURAL CELLULAR: Fitch Lifts Junk Rtng to A+ on Closed Verizon Deal
SHAPES/ARCH HOLDINGS: Emerges from Chapter 11 Bankruptcy
SMITH FAMILY: Files for Chapter 7 Liquidation; Ends 10-Year Biz

SMITH FAMILY: Regions Bank and BofA Want to Foreclose on Assets
SONITROL OF MOBILE: Voluntary Chapter 11 Case Summary
SOVEREIGN COMMERCIAL: Fitch Holds Ratings on Stable Performance
SPECTRUM BRANDS: Posts $283.9MM Net Loss in Quarter Ended June 29
SPECIALIZED TECHNOLOGY: S&P Says Rating Unaffected by Parent IPO

STARWICH INC: Voluntary Chapter 11 Case Summary
STEVE & BARRY'S: Court OK's Payment to Athlete Venus Williams
STOLLE MACHINERY: Moody's Places Corporate Family Rating at B2
STURGIS IRON: Committee Wants to File OWN Chapter 11 Plan
SYNTAX-BRILLIAN: Balks at Proposal to Appoint Chapter 11 Examiner

TANNER'S ATHENS: Voluntary Chapter 11 Case Summary
TC MOTORSPORTS: Voluntary Chapter 11 Case Summary
TERWIN MORTGAGE: S&P Lowers Class M-2 Securities' Rating to 'D'
TEXAS INDUSTRIES: Mulls Offering $250 Million of 7-1/4% Sr. Notes
TEXAS INDUSTRIES: Moody's Assigns Ba3 Rating on $250MM Sr. Notes

THOMAS SETSER: Files for Bankruptcy Under Chapter 7
THORNBURG MORTGAGE: Preferred Shares Offer to Impact S&P Ratings
TLC VISION: Revenue Decline Cues S&P to Cut Rating to 'B-'
TRINITY HOSPITAL: To File for Chapter 11 Bankruptcy
TVT RECORDS: Inks Agreement to Release Hip-Hop Artist Lil Jon

UNI-MARTS LLC: To Auction Stores, Inventories on August 14
UTAH 7000: Has Until Oct. 31 to Exclusively File Chapter 11 Plan
VERASUN ENERGY: S&P Affirms 'B+' Credit Rating, Off Watch
VICTORY FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
WACHOVIA BANK: S&P Affirms BB, B Ratings on 6 Securities Classes

WALDRIP MANOR: Case Summary & Largest Unsecured Creditors
WESTERN REFINING: Moody's Downgrades Term Loan Debt Rating to B3
WILLIAM STACK: Voluntary Chapter 11 Case Summary
WILLIE AAMES: Files for Bankruptcy Under Chapter 7
XERIUM TECHNOLOGIES: Earns $14.1 Million in 2008 Second Quarter

* Global Bond Markets Confront Credit Deterioration, S&P Says
* S&P Cuts Ratings on $6.726BB in 53 Asset-Backed, Synthetic CDOs
* S&P Reports on Double Leverage in Health Insurance
* Write-Downs Weaken Global Investment Banks' Earnings, S&P Says

* South Florida Sees Bankruptcies Rise 93% From Last Year

* BOND PRICING: For the Week of Aug. 4 - Aug. 8, 2008

                             *********

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

Bankruptcy Case No.: 08-13354

Type of Business: The Debtor operates in the automotive industry.

Chapter 11 Petition Date: August 2, 2008

Court: Western District of Oklahoma (Oklahoma City)

Judge: Niles L. Jackson

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

Total Assets: $989,401

Total Debts:  $1,772,254

A copy of the Debtors' list of 20 Largest Unsecured Creditors is
available at http://bankrupt.com/misc/okb08-13354.pdf   


ALTHEA BOWE: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Althea M. Bowe
        266 Meadowpath Drive
        Marietta, GA 30064

Bankruptcy Case No.: 08-74797

Chapter 11 Petition Date: August 4, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Edward F. Danowitz, Jr., Esq.
                  Danowitz & Associates, P.C.
                  300 Galleria Parkway, NW
                  Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  E-mail: edanowitz@danowitzlegal.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtor's Two Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Sallie Mae                                              $61,000
P.O. Box
9532                                                                  
Wilkes Barre, PA 18773-9532

First National Bank                                     $20,000
5750 Sunset Drive                           Collateral:
$15,000                                                                   
South Miami, FL 33143                        Unsecured:  $5,000


AMERICREDIT CORP: Moody's Cuts Senior Unsecured Debt Rating to B1
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of AmeriCredit
Corp., including its Corporate Family Rating (to B1 from Ba2) and
its senior unsecured debt rating (to B1 from Ba3).  The ratings
are on review for possible further downgrade.

The downgrade reflects the effects of potential franchise
impairment and challenges to the company's wholesale funding
model.

ACF has implemented a sharp curtailment of its loan originations.
>From a peak of $8.5 billion in fiscal 2007, originations have been
cut to a current annual run-rate of about $3 billion.  This
contraction mainly reflects a challenging environment for ACF's
wholesale funding model; it also reflects weakening economic
conditions and deteriorating asset quality, the product of
increased frequency of default well as increased severity of loss
in a softening used car market.  Although the cutback in
originations volume is consistent with industry trends, in Moody's
view it nevertheless poses a potential risk of impairment to the
company's franchise value.  This risk is magnified by the monoline
nature of the company's operations.

In the June quarter ACF recorded a goodwill impairment charge of
$213 million pre-tax ($135 million after-tax); the goodwill
related to the company's 2007 acquisition of near-prime originator
Long Beach Acceptance Corp. and 2006 acquisition of specialty
prime originator Bay View Acceptance Corp. No new origination
volumes are expected to be generated in these channels going
forward.

Regarding funding, ACF's wholesale funding model has been
adversely affected by credit market contractions. The credit
crunch has resulted in reduced market appetite for structured
finance investments, including sub-prime and near-prime auto
asset-backed securities that comprise a majority of ACF's managed
funding.  Moreover, the monoline insurers who historically have
wrapped most of ACF's ABS issues have been beset by their own
financial problems and resulting negative ratings actions.  As a
consequence, their capacity to insure additional ACF
securitization volume is uncertain.  ACF has a history of
executing senior/subordinated-structured ABS transactions and is
pursuing this funding option. In addition, in April 2008 ACF
entered into a $2 billion forward purchase commitment with
Deutsche Bank, pursuant to which Deutsche agreed to purchase
triple-A rated ABS in public term ABS deals -- monoline wrapped or
senior/subordinated in structure - under ACF's sub-prime AMCAR
program. Nevertheless, in Moody's view, the combination of the
ongoing credit crunch and negative rating developments for the
monoline insurers is having an adverse effect on ACF's financial
flexibility.

Balancing these credit challenges are ACF's significant position
(despite recent cutbacks) in the large, fragmented indirect sub-
prime auto market; adequate store of corporate liquidity in the
form of $433 million of unrestricted cash and cash equivalents;
significant tangible equity base; efficient servicing systems and
infrastructure and proprietary credit scoring models for
underwriting and pricing; and capable senior management team.

During its review, Moody's will evaluate ACF's progress in
executing new funding transactions that preserve its cash, capital
capacity, and franchise positioning. The review will also consider
developments in ACF's asset quality and core profitability.

Moody's has equalized ACF's Corporate Family Rating with its
senior unsecured rating. This reflects the fact that ACF's
recourse indebtedness is of a single class -- senior unsecured
notes.

AmeriCredit (ticker symbol ACF) is a leading independent
automobile finance company based in Fort Worth, Texas.  As of 30
June 2008 the company reported total managed receivables of
approximately $15 billion.


ASCENDIA BRANDS: Gets Interim OK to Access WFF's $9.4 Mil. Loan
---------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for
the District of Delaware authorized Ascendia Brands Inc. and its
debtor-affiliates to obtain, in an interim basis, up to $9,428,000
in postpetition financing from a consortium of financial
institution led by Wells Fargo Foothill, Inc., as arranger and
administrative agent, pursuant to a debtor-in-possession loan
agreement dated Aug. 5, 2008.

A hearing is set for Sept. 3, 2008, at 1:00 p.m., to consider
final approval of the DIP motion.  Objections, if any, are due
Aug. 28, 2008, by 5:00 p.m.

The Debtors tell the Court that they do not have (i) sufficient
working capital to fund their business, and (ii) available cash to
pay their employees.  The Debtors say that they have an urgent
need to access postpetition financing to minimize disruption of
their business operations.

Before their bankruptcy filing, the Debtors entered into:

   i) a first lien credit agreement, with Wells Fargo and
      Plainfield Direct LLC dated Feb. 9, 2007.  The initial
      first lien credit agreement provided for:

      -- a $40,000,000 A-1 term loan;
      -- a $40,000,000 A-2 term loan; and
      -- a $30,000,000 revolving credit facility with obligations
         due thereunder.

  ii) a second lien credit agreement with Watershed Administrative
      LLC, as administrative agent, to provide $50,000,000 B Term
      loan secured by a second priority liens in substantially all
      of the Debtors' assets, among other things.  Approximately
      $56,300,000 remain outstanding as of Aug. 5, 2008.

On Jan. 15, 2008, the Debtors reached an agreement with a
consortium of financial institution including Planfield Direct,
the initial lender, wherein it made additional $3,000,000 in Term-
A-1A loan to the Debtors, which is secured by a first priority
liens in substantially all of the Debtors assets.

As of Aug. 4, 2008, the Debtors' prepetition obligations were:

   -- $18,939,721 in revolving obligations;
   -- $31,166,666 in Term Loan A-1 obligations;
   -- $6,032,240 in Term Loan A-1A obligations;
   -- $40,447,718 in Term Loan A-2 obligations; and
   -- accrued interest, charges and expenses under the terms of
      the first lien credit agreement.

In addition to the prepetition obligations, in connection with an
assets purchase from unsecured creditor Coty Inc., the Debtors
issued a $20,000,000 subordinated unsecured note to Coty.  The
note is subordinated to all senior indebtedness due Sept. 9, 2012
plus interest at 17.25% per annum.  Balance outstanding under the
note is $25,385,937, as of July 31, 2008.

The Debtors say that the first lien credit agreement has been
amended by the DIP loan agreement, which does not extinguish the
obligation for the payment of money outstanding under the
preptition obligations.  Under the DIP loan agreement, amount of
postpetition revolving loans -- supplemental line advances -- is
capped at $26,428,000 including the prepetition loan.

Interest rate on the supplemental line advances under the
prepetition revolving loan is the greater of the rate from time to
time announced by Wells Fargo at its principal office in San
Francisco as its "prime rate" and 7.5%; plus 4.75%.

Wells Fargo will be paid $500,000 in DIP financing fees as party
of the agreement.

To secure their DIP obligations, Wells Fargo will be granted
security interest and superpriority administrative expense status
over all other interest and liens of every kind pursuant to
Section 506(b) of the Bankruptcy Code.

The DIP agreement contains customary and appropriate events of
defaults.  Furthermore, the agreement is subject to carve-outs for
payments to statutory fees payable to the U.S. Trustee, Clerk of
the Court; and professional advisor to the Debtors.  There is a
$75,000 carve-out to fund post-default allowed professional fees
and post-asset sale closing expenses.

The DIP facility will mature on Oct. 3, 2008.

A full-text copy of the Debtors' debtor-in-possession loan
agreement dated Aug. 5, 2008, is available for free at:

               http://ResearchArchives.com/t/s?3083

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- makes and sells branded consumer
products primarily in North America and over 80 countries as well.  
The company's customers include Walmart, Walgreens, Kmart, Meijer
Stores, Target, and CVS.  The company and six of its affiliates
filed for Chapter 11 protection on Aug. 5, 2008 (Bankr. D. Del.
Lead Case No.08-11787).  M. Blake Cleary, Esq., at Young, Conaway,
Stargatt & Taylor, represents the Debtors in their restructuring
efforts.  The Debtors selected Epiq Bankruptcy Solutions LLC as
their claims agent.  When the Debtors file for protection against
their creditors, they listed total assets of $194,800,000 and
total total debts of $279,000,000.


ATA AIRLINES: Slates Aug. 13 Auction of Aircraft-Related Assets
---------------------------------------------------------------
ATA Airlines Inc. informed parties-in-interest that it will be
holding a public auction of its aircraft-related assets in
Hawaii, starting at 9:30 a.m., Hawaii-Aleutian time, on Aug. 13,
2008, at 2644 Waiwai Loop in Honolulu.

Starman Bros. Auctions Inc., the airlines' auctioneer, will
conduct the sale pursuant to these terms:

   (1) The sale is to be conducted without reserve and no item  
       is subject to a reserve price.  All buyers are required
       to pay the entire price including tax after the sale is
       completed.

   (2) Buyers have 72 hours from the time of the auction to
       remove the property that has been sold to them and
       will be liable for all expenses of storage if they fail
       to do so within that period.

   (3) Bidders are not allowed to operate any equipment unless
       allowed by ATA Airlines.  If permission is granted,
       the operation is at the bidders' own risk and they will
       indemnify the airlines and Starman Bros., for loss,
       injury or damage that may occur as a result of the
       operation.

   (4) No agent or representative of ATA Airlines and Starman
       Bros., is authorized to make warranty or representation
       as to the property subject for sale.   The airlines and
       the auctioneer will not be liable for any incorrect
       description or defect on any item or lot.

   (5) In case a buyer fails to comply with the terms of the
       sale, Starman Bros., has the right to resell the
       purchased items and any deposits made will be forfeited.  
       In the event the property is resold, the forfeiting
       buyer will be held liable for any deficiency or costs   
       resulting from the resale as well as any other damages
       sustained by ATA Airlines.

Starman Bros., will file a report of sale within seven days after
the auction and furnish counsel for the U.S. Trustee, the
Official Committee of Unsecured Creditors and JPMorgan Chase
Bank, N.A., a copy of the report.  The firm will also file with
the report an affidavit listing the commission received and costs
reimbursed.

No further hearing is required to approve the results of the
auction or authorize the payment of commission and reimbursement
of expenses to Starman Bros., unless an objection to the report
and affidavit is filed within five days after their issuance.

As reported in the Troubled Company Reporter on July 30, 2008,
ATA Airlines Inc. obtained the approval of the U.S. Bankruptcy
Court for the Southern District of Indiana to auction off
its remaining aircraft-related equipment and miscellaneous assets
stored in its facilities in Dallas, Indianapolis and Hawaii.

                        About ATA Airlines

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

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

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

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

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

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

(ATA Airlines Bankruptcy News, Issue No. 88; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATA AIRLINES: Files Passenger Status Report
-------------------------------------------
ATA Airlines, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Indiana a status report, providing a summary
of the contact information of passengers who purchased tickets for
flights scheduled to depart after April 3, 2008, and the customers
who participated in its frequent flyer programs.

The move was in response to the Court's directive issued at the
June 27, 2008 hearing to consider approval of the proposed claims
bar dates as well as the objections raised by  Nancy Gargula,
U.S. Trustee for Region 10.

As reported in the Troubled Company Reporter on July 3, 2008, the
U.S. Trustee urged the Court to deny approval of the proposed
deadline for creditors to file their claims against the airlines.  
The U.S. Trustee argued that ATA Airlines failed to list as
creditors in its schedules those passengers those passengers who
purchased tickets before April 3, 2008, for flights scheduled to
occur after that date, making it impossible to determine the cost
of serving them with a notice of bankruptcy.

In its status report, ATA Airlines disclosed that there are about  
40,874 passengers who purchased tickets for flights scheduled to
occur after the bankruptcy filing through the ATA-maintained
systems while there are about 89,018 booked flights through
travel agencies and tour operators.

Of the 40,874 passengers, ATA Airlines was able to get the names,
as well as the mailing, billing and electronic mail addresses of
about 40,672 passengers.  For the other passengers, the airlines
only managed to get their electronic mail addresses.

With respect to the passengers who booked their flights with the
travel agencies or tour operators, ATA Airlines did not get their
addresses but was able to retrieve all their names and tie them
to the concerned agencies and operators.

The status report also shows that there are about 20,565 who
booked their flights through another airline excluding Southwest
Airlines.  ATA Airlines likewise failed to get their addresses
but retrieved all their names and tied them to the concerned
airlines.  ATA Airlines does not have the names of the passengers
who may have purchased tickets through Southwest Airlines.

According to the report, there are 38,050 people who participated
in the frequent flyer programs and who had accumulated enough
reward points for a free ticket.  The status report, however,
notes that there might have been some duplication committed.  ATA
Airlines retrieved the names as well as the mailing and billing
addresses of the participants.

Terry Hall, Esq., at Baker & Daniels LLP, in Indianapolis,
Indiana, said the airlines does not have readily ascertainable
contact information for the passengers who booked ATA flights
through a travel agency, tour operator or other airline.

"Almost all of the travel agents contacted expressed privacy and
confidentiality concerns about releasing customer contact
information," Ms. Hall said, adding that many of the travel
agents have internal policies that prohibit release of the
contact information.
                                                                    
"Additionally, it may be the case that a significant number of
the travel agents will not be able to retrieve the contact
information for the postpetition ticket holders or, if retrieval
is possible, it would take weeks to compile the contact
information," she further said.

                        About ATA Airlines

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

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

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

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

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

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

(ATA Airlines Bankruptcy News, Issue No. 88; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


AVENTINE RENEWABLE: S&P Affirms 'B+' LT Corp. Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on Aventine Renewable Energy Holdings Inc.
(AVR) and removed the rating from CreditWatch, where it was placed
with negative implications on May 2, 2008. The outlook is
negative.

The resolution of the CreditWatch follows the alleviation of two
back-to-back liquidity concerns: failed auctions in the auction
rate securities (ARS) market resolved June 13 and poor market
crush spreads in the second quarter of 2008 that had the potential
to significantly reduce cash from operations. Because Aventine
liquidated its ARS position at roughly 77 cents on the dollar and
realized $43 million in cash from operations in the second quarter
(due largely to favorable corn hedges that lowered corn costs to
92 cents per bushel below that of Chicago Board of Trade [CBOT]
spot prices), the immediate pressures on the company's credit
quality have abated.  Given Aventine's current expansion and
construction of two new facilities (in Aurora, Neb., and Mount
Vernon, Ind.), S&P views ample liquidity as crucial to successful
timely completion of these facilities by the first quarter of
2009.

"We remain concerned that liquidity could tighten over the next
two to three quarters," said Standard & Poor's credit analyst
Justin Martin. Based on second-quarter 2008 results, the company
has $190 million of costs left to complete construction, and
roughly $245.7 million of liquidity available ($114.4 in cash and
$131.3 available on the revolving facility). With 220 million
gallons of new capacity coming online (assuming successful
completion) working capital needs will increase. Using a 10-day
and 15-day inventory assumption for corn and ethanol,
respectivelyand assuming prices of $6.50 per bushel and $3 per
gallonworking capital requirements would increase by $34 million.
This figure also gives credit for just-in-time corn delivery at
Mount Vernon, which is a management assumption that may or may not
materialize.

In addition, as the volume of marketing alliance gallons
increases, additional working capital will be needed. Cash
settlement of hedged positions (e.g., short gas futures used to
hedge gas-plus ethanol contracts) may place additional strains on
liquidity.

Total cash needs from construction and working capital increases
could approximate $224 million (or more), necessitating a draw on
the revolver that could lower availability below the $50 million
threshold at which the fixed-charge coverage covenant of 1.1x
takes effect. Poor market conditions would therefore have the
doubly damaging affect of forcing a draw on the facility while
making the company vulnerable to a potential covenant violation.

The negative outlook reflects S&P's concerns about the company's
liquidity. S&P will continue to monitor Aventine's cash and
liquidity position closely. As favorable corn hedges for the
remainder of the year roll off and the company's exposure to spot
prices (or new hedge terms) increases, market conditions will have
a strong influence on the company's credit quality. Among key
credit drivers will be realized crush spreads and liquidity. S&P
could lower the rating if realized crush spreads fall to 80 cents-
90 cents per gallon or revolver availability falls below $50
million.


BACKWOODS OUTDOORS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Backwoods Outdoors, LLC
        1486 U.S. Hwy 19 South
        Leesburg, GA 31763

Bankruptcy Case No.: 08-11236

Type of Business: The Debtor sells outdoor accessories and
                  equipments.
                  See: http://www.backwoodsoutdoors.com/

Chapter 11 Petition Date: Aug. 4, 2008

Court: Middle District of Georgia (Albany)

Debtor's Counsel: Walter W. Kelley, Esq.
                   (rcoxwell@kelleylovett.com)
                  Kelley, Lovett, and Blakey
                  P.O. Box 70879
                  2539 Lafayette Plaza
                  Albany, GA 31708
                  Tel: (229) 888-9128
                  http://www.bankruptcyga.com/

Total Assets: $2,636,742

Total Debts:  $1,957,006

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

            http://bankrupt.com/misc/gamb08-11236.pdf

                       

BANC OF AMERICA: Fitch Places Four Low-B Ratings Under Neg. Watch
-----------------------------------------------------------------
Fitch Ratings has placed these classes of Banc of America
Commercial Mortgage Inc., series 2006-3 on Rating Watch Negative:

  -- $12.3 million 'BB+' class J;
  -- $7.4 million 'BB' class K;
  -- $7.4 million 'BB-' class L;
  -- $2.5 million 'B+' class M.

The classes have been placed on Rating Watch Negative due to the
exposure to seven single-tenant retail loans, of which Boscov's
Inc. is the borrower and tenant.  Boscov's filed Chapter 11
bankruptcy on Aug. 4, 2008 and plans to close these stores.  There
are eight Boscov's loans in this transaction with total principal
balance of $133.1 million (6.8% of the pool), only the seven loans
with total exposure of $117.4 million (6%) are affected.  The
stores are attached to shopping centers with strong owner
operators, four of which are owned by Simon Properties Group,
Inc., two General Growth Properties and one CBL & Associates
Properties, Inc.

The malls are not part of the collateral to the loans.  When
Boscov's acquired these stores from Federated Department Stores in
2006, the company pledged each individual asset as collateral to
finance the purchases.

Given the uncertainty of the loan resolution, Fitch applied a
conservative estimate of value.  Fitch will evaluate the ratings
as additional information becomes available from the borrower and
the servicer.


BEAR STEARNS: Moody's Publishes Underlying Ratings of Notes
-----------------------------------------------------------
Moody's Investors Service published the underlying ratings on the
following certain insured notes.  The underlying ratings were
derived from published ratings on other tranches of the same
transaction.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The current ratings on the
below notes are consistent with Moody's practice of rating insured
securities at the higher of the guarantor's insurance financial
strength rating or any underlying rating that is public.

Complete list of underlying ratings are:

Issuer: Bear Stearns Second Lien Trust 2007-1

  -- Class Description: I-A

  -- Current Rating: Aa3

Financial Guarantor: Ambac Assurance Corporation (Aa3, negative
outlook)

  -- Underlying Rating: Ca

  -- Class Description: II-A

  -- Current Rating: Aa3

Financial Guarantor: Ambac Assurance Corporation (Aa3, negative
outlook)

  -- Underlying Rating: Ca

  -- Class Description: III-A

  -- Current Rating: Aa3

Financial Guarantor: Ambac Assurance Corporation (Aa3, negative
outlook)

  -- Underlying Rating: Caa3
BOSCOV'S INC: Gets Okay to Borrow $250MM Under BofA DIP Loan
------------------------------------------------------------
The recent tightening in the credit markets has negatively
impacted operations of Boscov's Inc. and its affiliated debtors
operations and severely strained their liquidity, as their cost of
capital has increased and many suppliers have narrowed their
credit terms, David G. Heiman, Esq., at Jones Day, in New York,
the Debtors' proposed counsel, relates.  The Debtors'
reorganization, he says, depends in large part on restoring
vendor, customer and employee confidence and maintaining the
operation of their business as they restructure.

The Debtors retained Lehman Brothers, Inc., to further their
efforts to raise new capital and secure postpetition financing.  
However, Mr. Heiman says none of the potential lenders approached
by the Debtors was willing to extend credit on a junior priority
basis given that substantially all of the Debtors' assets are
encumbered by the liens and security interests securing the
Debtors' obligations under about $400,000,000 of prepetition debt
loans.

Accordingly, to finance their reorganization process, the Debtors
sought and obtained authority from the U.S. Bankruptcy Court for
the District of Delaware, on an interim basis, to obtain up to
$250,000,000 of senior revolving loans, to be funded in
conjunction with up to $25,000,000 "last out revolver advance,"
from Bank of America, N.A., as administrative agent for a group of
lenders.

The DIP Facility will be used, among other things, (i) to
refinance on a rolling basis the obligations owing under the more
than $300,000,000 Prepetition First Lien Credit Facility and pay
related transaction fees and expenses; (ii) for working capital
and general corporate purposes of the Debtors; and (iii) for the
payment of postpetition expenses arising in connection with the
Debtors' bankruptcy cases.

The principal terms of the DIP Credit Facility are:

   Borrower:          Boscov's Department Stores, LLC, and
                      SDS. Inc.

   Administrative   
   Agent and Lender:  Bank of America, N.A., as administrative
                      agent for a syndicate of lenders
   
   Guarantors:        Boscov's, Inc., Boscov's Transportation
                      Company, LLC, Boscov's PSI, Inc., Boscov's
                      Investment Company, Boscov's Finance
                      Company, Inc., and Retail Construction &
                      Development, Inc.

   DIP Facility:      A $225,000,000 senior revolving credit
                      facility to be funded in conjunction with
                      up to a $25,000,000 "last revolver
                      advance."  The Revolver contains a sublimit
                      of $50,000,000 for the issuance of standby
                      and documentary letters of credit.  Swing
                      line loans will be made available by the
                      DIP Agent on a "same day" basis in an
                      aggregate amount not to exceed $25,000,000.

   Interest Rate
   & Applicable
   Margins:           The Revolver will accrue interest at either
                      (i) the Prime Rate established from time to
                      time by the DIP Agent plus the Applicable
                      Margin, or (ii) the LIBOR Rate plus the
                      Applicable Margin.  Swing line loans will
                      bear interest at the Prime Rate plus the
                      Applicable Margin.  Interest on Prime Rate
                      loans will be due and payable monthly in
                      arrears, and interest on LIBOR Rate loans
                      will be payable at the end of each
                      applicable interest period or quarterly in
                      arrears, whichever is earlier.

                      Applicable Margin for the Revolver Loan is
                      1.00% for Prime Rate loans, and 3.00% for
                      LIBOR Rate loans.

                      Applicable Margin for the Last Out Revolver
                      Advance is 2.25% for Prime Rate loans, and
                      4.25% for LIBOR Rate loans.

                      Upon default, each level of the Applicable
                      Margin will be increased by 2.00% per annum

   Borrowing Base:    The aggregate amount of loans made and
                      letters of credit issued under the Revolver
                      and Last Out Revolver Advance will at no
                      time exceed the lesser of (i) $250,000,000,
                      or (ii) the sum of the Borrowing Base, plus
                      the Incremental Advance.  

   Budget:            Borrowers will not pay any expenses other
                      than those set forth in the DIP Budget,
                      subject to a variance not to exceed 10% of
                      the budgeted amounts.  The Borrowers will
                      receive new shipments of inventory at least
                      90% of the inventory purchases reflected in
                      the approved DIP Budget, and will achieve
                      revenues of at least 90% of those projected
                      in the approved Budget.

   Fees:              The DIP Facility contemplates payment of
                      fees equal to:

                         -- 2.00% of the amount of the DIP
                            facility as underwriting fee;

                         -- 50% of the LIBOR Applicable Margin as
                            documentary letters of credit fee;

                         -- Applicable LIBOR Margin as standby
                            letters of credit fee;

                         -- 0.25% of the face amount of each
                            Letter of Credit;

                         -- 0.375% per annum, payable monthly in
                            arrears on the unused portion of the
                            DIP Facility; and
                      
                         -- $100,000 as Collateral Agent fee.

                      All Letters of Credit will be subject to
                      the DIP Agent's customary fees and charges.

                      Borrowers will also pay the DIP Agent an
                      expense deposit of $100,000, and pay any
                      expense in excess of the deposit.

   Maturity:          The DIP Facility will come due and payable
                      in full on the earliest of (i) 12 months
                      from the Closing Date, (ii) a continuing
                      event of default by the Debtors, (iii) a
                      sale of all or substantially all of the
                      Borrowers' assets under Section 363 of the
                      Bankruptcy Code, or (iv) the Debtors'
                      emergence from Chapter 11.

   Priority & Liens:  The DIP Facility will be secured by:

                         * a first perfected security position on
                           all assets of the Debtors; and

                         * a superpriority administrative claim
                           under Section 507(b) having priority
                           over all other administrative claims.

                      The Last Out Revolver Advance will be
                      second in right of payment from the
                      collateral to the DIP Facility.

                      The DIP Facility will not be secured by
                      proceeds from avoidance actions under
                      Chapter 5, other than those arising under
                      Section 549, and will be subject to the
                      Professional Expense Carve Out and any
                      Permitted Prior Liens.

   Professional
   Expense
   Carve-Out:         A Professional Expense Carve Out means a
                      carve out for (a) allowed administrative
                      expenses pursuant to Section 1930(a)(6) of
                      the Judiciary and Judicial Procedures Code,
                      and (b) professional fees of, and expenses
                      incurred by, professionals of the Borrowers
                      and of any committee appointed in the
                      Borrowers' bankruptcy cases in an amount
                      not to exceed $3,000,000.     

   Events of Default: Customary events of default, including
                      failure to obtain an final DIP Order on or
                      before September 8, 2008.  The DIP Agent
                      may require the Loan Parties to file
                      motions to sell, lease, or otherwise
                      dispose of the Collateral, and sell,
                      assume, assign, or otherwise dispose of all
                      Leasehold Interests.

   Covenants:         Usual and customary covenants, including:

                        * Borrowers will furnish the DIP Agent
                          with a rolling 13-week cash flow on
                          Wednesday of each week, reflecting
                          actual results from the prior 13-week
                          period compared to budget and projected
                          results for the subsequent 13-week
                          period; and

                        * Borrowers will file a plan of
                          reorganization and disclosure statement
                          by October 22, 2008, which plan will
                          provide for the full payment of all DIP
                          obligations.         

A full-text copy of the DIP Credit Agreement is available for
free at http://bankrupt.com/misc/boscovsdippact.pdf

The Interim DIP Period will expire on August 28, 2008, when the
Court will convene a hearing to consider final approval of the
request.  Objections are due August 22.

                        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).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  Daniel J. DeFranceschi,
Esq., and L. Katherine Good, Esq. at Richards, Layton & Finger,
P.A., serve as the Debtors' local Delaware counsel.  The Debtors'
financial advisor is Capstone Advisory Group and their investment
banker is Lehman Brothers Inc.  The Debtors' claims agent is
Kurtzman Carson Consultants, L.L.C.

Boscov's listed assets of $538 million and liabilities of $479
million in its bankruptcy filing.  


BOSCOV'S INC: Gets Permission to Use Lenders' Cash Collateral
-------------------------------------------------------------
In addition to the need for a DIP Facility, Boscov's Inc. and its
affiliated debtors require the immediate use of cash collateral to
pay operating expenses, including payroll, and to pay vendors to
restore and ensure a continued supply of goods essential to the
Debtors' continued viability.

In light of that, the Debtors sought and obtained permission from
the U.S. Bankruptcy Court for the District of Delaware to use the
Cash Collateral, which secures around $400,000,000 of prepetition
debt loans.  The Cash Collateral includes all amounts on deposit
in the Debtors' banking, checking, or other deposit accounts and
all proceeds of the substantially all of the Debtors' personal
property, including their accounts, equipment, general
intangibles, goods, inventory, investment property, commercial
tort claims, and real property.

In exchange for the use of the prepetition collateral, the
Debtors agreed to provide certain adequate protection to the
prepetition secured lenders' interests in the prepetition
collateral from any diminution in value.

As adequate protection, the Debtors' Prepetition First Lien
Lenders, which extended about $370,000,000 of prepetition loans,
will receive:

   (a) prepetition first lien replacement liens, which will be
       junior only to the DIP Liens and the Professional Expense
       Carve Out;

   (b) prepetition first lien superpriority claim, which will
       have priority, except with respect to the DIP Liens, the
       DIP Superpriority Claim, and the Professional Expense
       Carve Out, in all of the Debtors' Chapter 11 cases and
       over all administrative expense claims and unsecured
       claims against the Debtors; and

   (c) repayment of the principal amount of the Prepetition First
       Lien Debt, and payments in the amount of interest, at the
       non-default rate, fees, costs and expenses of the
       Prepetition Lenders.

In addition, the Debtors, upon payment in full of the DIP
Obligations and termination of the DIP Facility, will establish
an account in the control of the Prepetition First Lien Agent
into which $200,000 of proceeds of any sale, lease, or other
disposition of any of the prepetition first lien collateral.  
However, the Indemnity Account will terminate and all amounts
remaining under it will be released to the Debtors if all
Prepetition First Lien Debt has been irrevocably paid in full in
cash.  The Prepetition First Indemnity Obligations will be
secured by a first priority lien on the Indemnity Account.

As adequate protection, the Debtors' Second Lien Prepetition
Lenders, which extended $60,000,000 of prepetition loans, will
receive:

   (a) a prepetition second lien replacement liens, which is
       junior to the DIP Liens, the Professional Expense Carve
       Out, the Prepetition First Liens and the Prepetition First
       Lien Replacement Lien;

   (b) prepetition second lien superpriority claim, which will
       have priority over all administrative and unsecured claims
       against the Debtors except with respect to the DIP Liens,
       the DIP Superpriority Claim, the Professional Expense
       Carve Out, the Prepetition First Liens, the Prepetition
       First Lien Replacement Liens, and the Prepetition First
       Lien Superpriority Claim; and

   (c) payments in the amount of interest with respect to the
       Prepetition Second Lien Debt and consent fees in the sum
       of $500,000.

The Debtors will create an indemnity account for the Prepetition
Second Lien Lenders under which $50,000 of the proceeds of the
sale or disposition of the Collateral will be placed.

Use of the Cash Collateral will be in accordance with a budget,
which provides that the Debtors will receive new shipments of
inventory at least 90% of the inventory purchases reflected in
the approved DIP Budget, and will achieve revenues of at least
90% of those projected in the approved Budget.  The Debtors have
not yet filed the Budget.

Interim use of the Cash Collateral expires on August 28, 2008,
when the Court will convene a hearing to consider final approval
of the request.  Objections are due August 22.

Mothers Work, Inc., a counterparty with the Debtors on an
exclusive license to operate a maternity and nursing product
department in the Debtors' stores, objected to the Debtors'
request for DIP Loans asserting that the merchandise under the
license agreement is not part of the Debtors' inventory and thus
should not be included in the Collateral.

                        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).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  Daniel J. DeFranceschi,
Esq., and L. Katherine Good, Esq. at Richards, Layton & Finger,
P.A., serve as the Debtors' local Delaware counsel.  The Debtors'
financial advisor is Capstone Advisory Group and their investment
banker is Lehman Brothers Inc.  The Debtors' claims agent is
Kurtzman Carson Consultants, L.L.C.

Boscov's listed assets of $538 million and liabilities of $479
million in its bankruptcy filing.  


BOSCOV'S INC: Seeks Permission to Sell 10 Underperforming Stores
----------------------------------------------------------------
Boscov's Inc. and its affiliated debtors seek to close and
liquidate the inventory and other assets of 10 of their stores
located at:

   * Monroeville Mall, in Monroeville, PA,
   * South Hills Village Mall, in Pittsburgh, PA,
   * Oxford Valley Mall, in Langhorne, PA,
   * Montgomery Mall, in North Wales, PA,
   * Harrisburg East Mall, in Harrisburg, PA,
   * Monmouth Mall, in Eatontown, NJ,
   * White Marsh Mall, in Baltimore, MD,
   * Marley Station Mall, in Glen Burnie, MD,
   * Owings Mills Mall, in Owings Mills, MD, and
   * Piedmont Mall, in Danville, VA.

The Debtors acquired seven of the Closing Stores in 2006 from
Federated Department Stores, Inc., after several state attorney
generals required Federated to divest the Closing Stores to a
limited number of traditional department store operators as part
of an assurance agreement.  At the time of the transaction, the
Debtors believed they received favorable purchase terms, because
they were one of only a few potential bidders for the Closing
Stores.  Since the Debtors acquired these stores from Federated,
however, they have failed to generate positive cash flow.  The
other three Closing Stores are traditional Boscov's department
stores and have failed to operate profitably, in large part,
because of the local economic conditions of the communities in
which these stores operate.

The Debtors believe that the proposed Store Closing Sales will
maximize recoveries to their estates with respect to the assets
located at the Closing Stores and allow the Debtors to retire
immediately a portion of their secured debt.  Further, the
proposed Store Closing Sales will dramatically reduce, and
ultimately eliminate, the administrative costs associated with
these underperforming Closing Stores.  Finally, the Debtors'
business plan depends, in part, on eliminating these unprofitable
stores to deleverage their capital structure and increase working
capital.

Before the Petition Date, the Debtors contacted Gordon Brothers
Group, LLC; Great American Group, LLC; Gordon Brothers Merchant
Resources; Hudson Capital Partners, LLC; SB Capital Group, LLC;
and Tiger Capital Group, LLC.  The liquidation firms submitted
bids and the Debtors determined that Gordon Brothers Merchant
Resources submitted the best bid.  Accordingly, the Debtors
entered into a stalking horse agreement with Gordon Brothers.

The Stalking Horse Agreement provides that:

   (a) the Debtors will receive a Guaranteed Amount of 103% of
       the Cost Value of the Merchandise, which the Debtors
       expect will be no lower than $34,000,000;

   (b) the Debtors will receive additional consideration if the
       proceeds from the Store Closing Sales exceed certain
       amounts; and

   (c) Gordon Brothers will assume financial responsibility for
       the vast majority of the expenses incurred in conducting
       the Store Closing Sales, including certain payroll and
       occupancy related expenses.

To maximize the value of the Closing Stores and obtain the
greatest return possible for the Liquidation Assets, at the
Debtors' behest, the U.S. Bankruptcy Court for the District of
Delaware approved bidding procedures for the submission of better
and higher bids and auction of the Closing Stores:

   (a) To be deemed a Qualified Bidder, interested parties must
       submit bids that (i) provide a bid amount that exceeds the
       value of the Stalking Horse Agreement by $75,000, (ii)
       provide for payment to the Debtors of not less than 90% of
       the Guaranty Percentage, and (iii) include a $1,000,000
       Good Faith Deposit, on or before August 8, 2008.

   (b) If two or more bids are received, the Debtors will conduct
       an auction on August 12, 2008, at the offices of Jones
       Day, at 222 East 41st Street, New York, New York 10017.  

   (c) During the auction, bidding will begin initially with the
       highest bid and subsequently continue in increments as the
       Debtors will determine at the auction.

   (d) If no bid is received other than the Stalking Horse bid, a
       sale hearing will be held on August 14.  Objections to the
       proposed sale are due August 13.

The Debtors make it clear that bidders may not form joint
ventures or partnerships to submit bids and that no entity
holding any interest in the Liquidation Assets will be permitted
to utilize that interest for the purposes of establishing a
credit bid.

The Debtors also sought and obtained the Court's permission to
pay the Stalking Horse Bidder a (i) $50,000 Termination Fee in
the event the Stalking Horse was not the successful bidder at the
auction, and (ii) $50,000 Expense Reimbursement Fee for costs it
incurred with respect to the preparation of a bid and
participation in the auction.

The Debtors' proposed counsel, David G. Heiman, Esq., at Jones
Day, in New York, told the Court that the Debtors need to
commence the Store Closing Sales by August 15 to be able to
receive an immediate influx of liquidity, which will allow them
to obtain new Merchandise for the "back-to-school" shopping
season.  He added that it is important to note that while
conducting the prepetition sale process, the Debtors also
discussed the Store Closing Sale process with their significant
creditor constituencies, including their prepetition secured
lenders and an ad hoc committee of their significant trade
vendors.  Each of these creditor constituencies supports moving
forward on the expedited timetable, he said.

Mothers Work, Inc., objected to the proposed sale of the
Liquidation Assets to the extent the sale includes any of the
merchandise it sells to the Debtors.  Mothers Work said the
merchandise, which includes maternity and nursing products, is
not part of the Debtors' inventory but rather remains the
property of Mothers Work until the point of sale to a retail
customer.

Burt P. Flickinger III, managing director at Strategic Resource
Group, a New York-based consumer industry consulting firm, told
the The News Journal in Delaware that he does not expect Boscov's
to shutter any more stores than the 10 the company announced when
it filed for bankruptcy.  Mr. Flickinger, the report relates,
said Boscov's is a "solidly run" retailer that has suffered from
a concentration of stores in economically struggling communities.

"The key variable is the suppliers and the suppliers should be
supportive," News Journal quotes Mr. Flickinger as saying.

According to News Journal, Howard Davidowitz, chairman of
Davidowitz & Associates, a national retail consulting and
investment banking firm, Boscov's as a privately owned retailer
is at a disadvantage because it can't issue stock or bonds to
raise capital, as its publicly traded rivals can.  Mr. Davidowitz
said Boscov's has to rely on banks and other lenders for money to
expand or for cash to finance inventories, but that lenders are
very hesitant to lend now.

The report also notes that Barton Weitz, executive director of
the Miller Center for Retailing Education and Research at the
University of Florida, said Boscov's relatively small number of
stores, all of which are in the Mid-Atlantic region, makes it
tougher to develop deals with big-name designers that national
chains use to bring shoppers into its stores.

                        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).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  Daniel J. DeFranceschi,
Esq., and L. Katherine Good, Esq. at Richards, Layton & Finger,
P.A., serve as the Debtors' local Delaware counsel.  The Debtors'
financial advisor is Capstone Advisory Group and their investment
banker is Lehman Brothers Inc.  The Debtors' claims agent is
Kurtzman Carson Consultants, L.L.C.

Boscov's listed assets of $538 million and liabilities of $479
million in its bankruptcy filing.  


BOSCOV'S INC: Organizational Meeting to Form Committee Set Aug. 12
------------------------------------------------------------------
An organization meeting for the purpose of forming an official
committee of unsecured creditors in the Chapter 11 cases of
Boscov's, Inc., and its seven debtor affiliates will be held on
August 12, 2008, at 1:00 p.m., at The Hotel DuPont, located in
11th and Market Streets, DuBarry Room, in Wilmington, Delaware.

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
cases.

                        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).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  Daniel J. DeFranceschi,
Esq., and L. Katherine Good, Esq. at Richards, Layton & Finger,
P.A., serve as the Debtors' local Delaware counsel.  The Debtors'
financial advisor is Capstone Advisory Group and their investment
banker is Lehman Brothers Inc.  The Debtors' claims agent is
Kurtzman Carson Consultants, L.L.C.

Boscov's listed assets of $538 million and liabilities of $479
million in its bankruptcy filing.  


BOYD GAMING: Fitch Holds Ratings After Halted Echelon Construction
------------------------------------------------------------------
Following Boyd Gaming's announcement on Aug. 1, 2008 that it would
halt construction of Echelon and delay development of the project
for at least 3-4 quarters, Fitch Ratings has affirmed Boyd's 'BB-'
issuer default rating.  The Rating Outlook remains Stable.

Boyd decided to mothball the project after the joint venture
portions of the project were unable to secure acceptable financing
due to the current credit market environment.  The project delay
is a near-term credit positive by significantly reducing the
company's capital spending outlook. Roughly $500 million of costs
have been incurred to date on the $4.75 billion project
($3.3 billion of which is Boyd's wholly owned portion) and Boyd
expects to spend another $200 million-$300 million in wind down
costs in the third quarter.  As a result, the company's debt
balance is likely to climb to roughly $2.7 billion-$2.8 billion by
the end of third quarter 2008 from $2.5 billion as of the end of
Q2'08.

As of June 30, 2008, Fitch calculates latest twelve month EBITDA
of $506 million.  That implies that debt/EBITDA leverage could
approach the credit facility covenant of 6 times later this year
if recent negative property-level trends continue.  Fitch's
'BB-'/Stable IDR incorporates the expectation that, unless the
operating environment improves, Boyd uses its free cash flow to
reduce debt and sustain a leverage level well below 6x after
winding down Echelon and completing the Blue Chip expansion later
this year.  With $149 million in cash and $1.6 billion outstanding
under its $4 billion revolver as of June 30 and no debt maturities
until 2012, Boyd's liquidity is solid.  However, deteriorating
operating performance limits revolver availability due to the
leverage covenant, which steps up to 6.5x in 2009.

After completing the $130 million expansion at its Blue Chip
property in Indiana, which is scheduled to open around year-end
2008, Boyd has no major near-term projects under development, so
that should enable the company to generate meaningful free cash
flow.  Boyd's annual maintenance capital expenditures have
recently run in the $120 million-$130 million range from 2005-2007
and could be slightly lower than that going forward in the near
term due to the operating pressure.  Boyd also just cancelled its
$53 million annual dividend in favor of a $100 million share
repurchase program.  As a result, the company's discretionary cash
flow will increase significantly by the end of the year.

However, continued industry-wide and Boyd-specific operating
pressure is offsetting the positive credit implications of Boyd's
reduced capital spending outlook.

  -- Blue Chip's results continue to be impacted by the Four Winds
     Casino, which is a nearby tribal property that opened in
     August 2007.  Blue Chip will anniversary the Four Winds
     opening and benefit from its expansion in 2009, but it will
     see additional competition when Harrah's new Horseshoe
     Hammond riverboat opens this month, although Horseshoe
     Hammond is less of a direct competitor than Four Winds.

  -- A new Las Vegas Locals property, Eastside Cannery, is
     schedule to open later this year which is likely to impact
     Boyd's results in that market, primarily its Sam's Town
     property.

  -- Borgata results are being impacted by a planned high level of
     operating expenses related to the Water Club opening and
     continued market impact from increased competition in
     Pennsylvania and New York.  While Borgata's market share
     could increase and operating expense levels should
     rationalize fueled by the ramp up of the Water Club, it will
     face additional competition from Las Vegas Sands' Bethlehem,
     PA property that is expected to open in summer 2009.

Therefore, Fitch's 'BB-' IDR and Stable Outlook reflect the
expectation that Boyd will face continuing operating pressure over
the next year as consumer spending patterns remain weak.  This
will likely limit the company's ability to generate EBITDA growth.  
In addition to a deteriorating operating environment, potential
near-term changes to the IDR or Outlook are likely to be driven by
capital allocation decisions given the anticipated upcoming free
cash flow generation.  Longer-term, Boyd's IDR incorporates the
expectation that restarting construction on Echelon will be
dependent on an improvement in the credit market environment and
Fitch would revisit the rating if that were not the case.

Fitch has affirmed all of Boyd's ratings as:
  -- IDR at 'BB-';
  -- Senior credit facility at 'BB';
  -- Senior subordinated debt at 'B+'.


BUILDING MATERIALS: Moody's Junks Corporate Family Rating to Caa1
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Building
Materials Holding Corporation, including its corporate family
rating to Caa1 from B3, its probability-of-default rating to Caa2
from Caa1, and its first-lien bank credit facility rating to Caa1
(LGD-3, 37%) from B3 (LGD-3, 32%).  The ratings outlook remains
negative.

The downgrade was prompted by tightening of BMHC's liquidity,
reflective of high likelihood that the company will not be in
compliance with the financial covenants in its existing credit
facility relating to minimum net worth and minimum EBITDA in the
2Q 2008, uncertainty around obtaining of a waiver or re-
negotiating covenants to manageable levels, leaving open the
possibility of losing access to the credit facility.  The
downgrade also reflects declining sales and deterioration of
credit metrics, at a pace more rapid and of a higher magnitude
than previously anticipated.  Moody's expectation that weak
homebuilding market conditions will continue throughout 2008 and
potentially into 2009, could exert further pressure on the
company's operating performance and credit profile, with credit
availability remaining tight throughout this period.  BMHC's
scale, its leading industry position, and its longer term
prospects as one of the nation's largest providers of residential
construction services and building materials continue to support
its Caa1 rating.

The negative ratings outlook reflects continued weakness in new
home construction, large inventories of unsold homes, declining
home prices and weak consumer confidence.  Tightened mortgage
lending practices also weigh heavily on intermediate term
prospects for a recovery in housing demand.  The company's ability
to cut costs, reduce capital expenditures, manage working capital
needs, and maintain adequate liquidity until homebuilding industry
fundamentals stabilize partially mitigate downward pressure.

Going forward, BMHC's ratings would be considered for further
downgrade in the event that 1) cash flow were to continue to
weaken, 2) the company loses access to its existing credit
facility; 3) re-negotiated covenant levels continue posing
compliance challenges.

The outlook could stabilize if the company were able to cut costs,
reduce capital expenditures, manage working capital needs, and
maintain adequate liquidity until homebuilding industry
fundamentals stabilize.

Downgrades:

  -- Issuer: Building Materials Holding Corporation

  -- Probability of Default Rating, Downgraded to Caa2 from Caa1

  --Corporate Family Rating, Downgraded to Caa1 from B3

  -- Senior Secured Bank Credit Facility, Downgraded to a range of
     Caa1, LGD3, 37% from a range of B3, LGD3, 32%

Headquartered in San Francisco, California, BMHC, is one of the
largest providers of residential construction services and
building materials in the United States. BMHC serves the
homebuilding industry through two subsidiaries: SelectBuild
provides construction services to high-volume production
homebuilders in key growth markets across the country; and BMC
West distributes building materials and manufactures building
components for professional builders and contractors in the
western and southern states.


CAPITOL AIR: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Capitol Air, Inc.
        8405 Leesburg Pike, 5th Floor
        Vienna, VA 22182

Bankruptcy Case No.: 08-14693

Type of Business: The Debtor is an airline company.

Chapter 11 Petition Date: Aug. 6, 2008

Court: Eastern District of Virginia (Alexandria)

Debtors' Counsel: Kermit A. Rosenberg, Esq.
                   (krosenberg@tighepatton.com)
                  Tighe Patton Armstrong Teasdale, PLLC
                  1747 Pennsylvania Avenue, NW, Third Floor
                  Washington, DC 20006-4604
                  Tel: (202) 454-2800
                  Fax: (202) 454-2805
                  http://tighepatton.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb08-14693.pdf


CHESAPEAKE CORP: Moody's Junks Corporate Family Ratings to Caa2
---------------------------------------------------------------
Moody's Investors Service downgraded Chesapeake Corporation's
Corporate Family Rating to Caa2 from B2 and its Probability of
Default Rating to Caa2 from B3.  Concurrently, Moody's downgraded
the company's senior unsecured revenue bonds to Caa3 from B3 and
senior subordinated notes to Caa3 from Caa1.  All credit ratings
remain on review for possible downgrade.

The downgrade in CFR and PDR to Caa2 was prompted by the company's
announcement on Aug. 1, 2008, that it is developing a
comprehensive refinancing plan to address the upcoming maturity of
its bank credit facility and its general liquidity needs.  The
proposed refinancing plan is expected to include: (1) new senior
secured credit facilities to be used to fully repay the company's
existing senior secured credit facility (unrated by Moody's), and
(2) an offer to exchange the company's outstanding senior
subordinated notes for new debt and equity securities.  Depending
on the final terms of the exchange, it may be considered a
distressed exchange by Moody's.  Moody's definition of default
includes distressed exchanges and the downgrade in the ratings
reflects the heightened probability of such a default in the near
term.  Also considered in the downgrade was a shortfall in results
in the first half of the year as compared to our expectations.
Accordingly, Moody's expectations for full year 2008 operating
results have been further lowered and suggest a very weak capital
structure and credit metrics for a company of Chesapeake's scale.
Chesapeake continues to face refinancing pressures, an adverse
business environment partly resulting from macroeconomic factors,
and record high freight and energy costs.

The review for possible downgrade will continue to focus on
Chesapeake's liquidity profile and business fundamentals, in
addition to a review of the terms of the proposed refinancing
plan.

Moody's downgraded these ratings of Chesapeake:

  -- $18.75 million 6.375% senior unsecured revenue bonds due
     2019, to Caa3 / LGD4 (68%) from B3 / LGD3 (48%)

  -- $31.25 million 6.25% senior unsecured revenue bonds due 2019,
     to Caa3 / LGD4 (68%) from B3 / LGD3 (48%)

  -- 67.1 million GBP 10.375% senior subordinated notes due 2011,
     to Caa3 / LGD5 (86%) from Caa1 / LGD5 (72%)

  -- 100 million EUR 7% senior subordinated eurobonds due 2014, to
     Caa3 / LGD5 (86%) from Caa1 / LGD5 (72%)

  -- Corporate Family Rating, to Caa2 from B2

  -- Probability of Default Rating, to Caa2 from B3

Headquartered in Richmond, Virginia, Chesapeake Corporation is a
leading international supplier of specialty paperboard and plastic
packaging. Revenues for the twelve month period ended June 29,
2008 were $1.04 billion.


CHRYSLER AUTOMOTIVE: Moody's Junks Corporate Family Rating to Caa1
------------------------------------------------------------------
Moody's Investors Service lowered the ratings of Chrysler
Automotive LLC -- Corporate Family Rating to Caa1 from B3,
Probability of Default to Caa1 from B3, first lien term loan to B2
from B1, and second lien term loan to Caa2 from Caa1.  The ratings
remain on review for further possible downgrade.

In a related action Moody's also lowered the ratings of
DaimlerChrysler Financial Services Americas LLC -- Corporate
Family Rating to B2 from B1, first lien bank loan to B2 from B1,
and second lien bank loan to B3 from B2.  These ratings also
remain under review for further possible downgrade.

The downgrade of the Chrysler ratings reflects the considerable
competitive and financial pressure the company faces as a result
of the shift in US consumer demand away from trucks and SUVs, as
well as the decline in overall automotive demand. While these
market pressures will stress the performance of all three domestic
auto manufacturers, Chrysler will be particularly challenged by
its relatively high dependence on trucks and SUVs, and by a small-
car portfolio that is much less robust than that of both its
domestic and Asian competitors.  Moreover, the company has not
announced any small car offerings as part of it new product
pipeline through 2009.  As a result, Chrysler's operating cash
flow will likely remain negative through the intermediate term.  
In addition, Bruce Clark, Senior Vice President with Moody's,
said, "If Chrysler's prospects for establishing an adequately
robust revenue and product profile remain limited, the long-term
viability of the company's business model could be undermined
despite the success of its cost cutting initiatives and the
intermediate-term adequacy of its liquidity profile."

Despite a relatively aggressive and successful cost cutting
program, and a liquidity position that can easily cover all cash
requirements through the next twelve months, the critical
challenge for Chrysler will be establishing adequate market demand
and pricing for its minivans and crossover vehicles, given the
weakness in its car portfolio.

A sustainable business model will require a continuation of
effective cost cutting initiatives, maintenance of adequate
liquidity, and a successful product and pricing strategy.  A key
factor in the review of Chrysler will be the company's plans for
managing these three variables.  The review will also consider the
near-term share position and pricing profile of Chrysler's
minivans, crossovers and cars, well as any longer-term plans that
might enhance its small-vehicle portfolio in the 2010 time frame.
The review will also assess the ability of DaimlerChrysler
Financial Services Americas to continue to provide adequate levels
of retail and wholesale financing in support of Chrysler's
automotive operations.

Chrysler Automotive LLC is headquartered in Auburn Hills,
Michigan.
                    

CHRYSLER FINANCIAL: Moody's Downgrades CF Rating to B2 from B1
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of
DaimlerChrysler Financial Services Americas LLC aka Chrysler
Financial, including its Corporate Family rating to B2 from B1.
The ratings remain under review for possible further downgrade.
This action follows Moody's downgrade of Chrysler Automotive,
LLC's Corporate Family Rating to Caa1 from B3 and continuation of
review for possible further downgrade.

The downgrade of Chrysler Financial reflects the operating
challenges at Chrysler Automotive and their potential to
negatively affect Chrysler Financial's credit profile, including
its asset quality, funding access and costs, and profitability.
Chrysler Financial's vehicle finance portfolio includes collateral
and lease exposures that reflect Chrysler's relatively high truck
and SUV sales concentration.  Given the shift in consumer
sentiment away from such vehicles and consequent decline in used
car values, Moody's anticipates increasing pressure on Chrysler
Financial's asset quality and profitability measures.

The downgrade also considers the effect of higher funding costs on
Chrysler Financial's scope of operations and profitability.  The
company renewed its conduit commitments, which now total
$23.8 billion.  This represents a reduction of $4.3 billion in the
firm's capacity to fund retail leases and loans, on expectation
that origination levels will decline in future periods. The
renewals also included pricing and other terms that that
significantly increase Chrysler Financial's costs of funding while
reducing advance rates.  Chrysler Financial recently suspended
lease origination activities, reflecting the higher cost and
reduced capacity to fund these assets, as well as increased
uncertainty regarding expected returns from lease residuals.
Moody's believes that constraints on Chrysler Financial's scope of
operating activities may have somewhat negative implications for
its franchise value.

Chrysler Financial is currently rated two-notches higher than
Chrysler Automotive, based primarily upon Moody's expectation that
creditors of Chrysler Financial would experience lower loss
severity in a bankruptcy scenario than would the creditors of
Chrysler Automotive. During its review of Chrysler Financial's
ratings, Moody's will re-examine the effect of asset quality
deterioration on the recovery assumptions that underlie the
ratings differential with Chrysler Automotive.  Though the
notching could be maintained, the review could also conclude that
the notching should be decreased or eliminated.  Moody's review of
Chrysler Financial's ratings will also consider the firm's
intrinsic credit strength, including the effects of Chrysler
Automotive's operating prospects on Chrysler Financial's
performance and franchise value.

Ratings affected by this action include:

  -- Corporate Family Rating: from B1 to B2, on review for
     possible downgrade

  -- Sr. Secured Revolving Credit Facility: from B1 to B2, on
     review for possible downgrade

  -- Sr. Secured Term Loan B: from B1 to B2, on review for
     possible downgrade

  -- Sr. Secured Second Lien Term Loan: from B2 to B3, on review
     for possible downgrade

DaimlerChrysler Financial Services Americas LLC, is headquartered
in Farmington Hills, Michigan.


CHRYSLER LLC: Dana Wants to End Supply Agreement by December 31
---------------------------------------------------------------
Dana Holding Corporation asked the U.S. Bankruptcy Court for the
Southern District of New York to provide a declaratory judgment
confirming that the existing supply agreement between Dana and
Chrysler LLC will conclude on Dec. 31, 2008.

Dana is seeking to confirm its rights relative to the Settlement
Agreement reached by the two companies in August 2007 and
confirmed by the Bankruptcy Court one month later.  The requested
court action is an attempt to determine Dana's future course as a
supplier to Chrysler.

"Our goal is to establish a mutually rewarding supply agreement
with Chrysler moving forward," John Devine, Dana executive
chairman, said.  "However, Dana is prepared to exercise its right
to discontinue supplying Chrysler effective Jan. 1, 2009, if we
continue to be unsuccessful in engaging them to address this goal
in a meaningful way.

"While we sincerely hope that this will not be the case, we have
informed Chrysler of our intentions in order to provide both
companies with the time to consider their options for ongoing
sourcing of the programs we currently support," he added.  "While
this is an isolated case, it serves to illustrate our commitment
to pursue only market-competitive business opportunities moving
forward."

Mr. Devine acknowledged that a potential decision to vacate the
Chrysler business could have a substantial impact on select Dana
facilities, but cautioned that any related concerns would be
premature," he said.  "It's far too early and inappropriate to
speculate on potential outcomes at a facility level.  To be clear,
our focus remains on achieving a market-competitive agreement with
Chrysler moving forward."

Dana's history of supplying Chrysler dates back more than 70 years
and includes supplying four-wheel drive and axle technologies for
the very first Willys MA Jeep(R) produced in 1941.  This
relationship continues with Dana's supply of drivetrain
technologies for several Jeep models including the Wrangler,
Liberty, and select versions of the Grand Cherokee; the Dodge
Nitro and Viper vehicles; and select light- and medium-duty
versions of the Dodge Ram pickup truck.

                   About Dana Holding Corporation

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/         
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

                     About Chrysler LLC

headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- is a unit of Cerberus Capital        
Management LP that produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter June 24, 2008,
Moody's Investors Service affirmed the B3 Corporate Family Rating
and Probability of Default Rating of Chrysler LLC, but changed the
outlook to negative from stable.  The change in outlook reflects
the increasingly challenging environment faced by Chrysler as the
outlook for US vehicle demand falls, and as high fuel costs drive
US consumers away from light trucks and SUVs, and toward more fuel
efficient vehicles.

As reported in the Troubled Company Reporter on May 9, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Chrysler
LLC to 'B' from 'B+', with a Negative Rating Outlook.  Fitch has
also downgraded the senior secured bank facilities, including
senior secured first-lien bank loan to 'BB/RR1' from 'BB+/RR1';
and senior secured second-lien bank loan to 'CCC+/RR6' from
'BB+/RR1'.  The recovery rating on the second lien was also
downgraded from 'BB+/RR1' to 'CCC+/RR6' based on lower asset value
assumptions and associated recoveries in the event of a stress
scenario.


CHRYSLER LLC: Production May Suffer if Dana Severs Contract
------------------------------------------------------------
Mike Ramsey and Alex Ortolani at Bloomberg News says Chrysler LLC
risks a possible production shutdown should supplier Dana Holdings
Inc. win a lawsuit to end a money-losing contract.

Dana has asked the Hon. Judge Burton Lifland of the U.S.
Bankruptcy Court for the Southern District of New York to confirm
that the parties' supply agreement ends Dec. 31, 2008.  Under the
2007 deal, Dana became the exclusive supplier of driveshafts,
axles and other parts to Chrysler until the end of 2008.  Because
Chrysler refused to extend the deal into 2009, Dana said, any
orders beyond 2008 are "unenforceable."

Dana, Bloomberg relates, said rising steel prices mean it's losing
$75 million annually on its parts agreement for six Chrysler
models.

Bloomberg says that, according to the complaint, Chrysler has told
Dana it doesn't have the right to end the supply agreement.

According to Bloomberg, Dana said it supplies parts to Chrysler's
Jeep Liberty, Wrangler and some Grand Cherokee sport-utility
vehicles, as well the Dodge Nitro SUV, Viper sports car and some
Dodge Ram pickups.

Dana in a regulatory filing with the Securities and Exchange
Commission said orders from Chrysler make up 3% of its total
revenues for the first half of 2008.  Ford is Dana's single
largest customer, comprising 19% of revenues for the first half.  
Its other largest customers are General Motors, 6% of revenues;
and Toyota, 5%.

James Gillette, a consultant with CSM Worldwide Inc. in Grand
Rapids, Michigan, told Bloomberg Chrysler would have few options
to replace Dana's axles and driveshafts.  "It puts an enormous
amount of pressure on Chrysler," Mr. Gillette told Bloomberg in an
interview.  "It's not like there are 200 other suppliers they
could go to. Dana does have some level of bargaining power."

According to Bloomberg, Dana Chairman John Devine said on a
conference call with analysts that the partsmaker is "not out here
to pick a fight with Chrysler."  Mr. Devine explained the Chrysler
business has "a significant loss and we need to address that."

Bloomberg relates that Kevin Frazier, a spokesman for Chrysler,
said Chrysler's view is that "while the agreement may end on Jan.
1, 2009, the underlying purchase orders were intended to continue
in accordance with their terms."

Mr. Gillette told Bloomberg that Magna International Inc.,
American Axle & Manufacturing Holdings Inc. and Tower Automotive
LLC are capable of stepping in for Dana as a Chrysler supplier.  
Cerberus Capital Management LP also owns a significant stake in
Tower.

                         About DANA

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed US$7,131,000,000 in total
assets and US$7,665,000,000 in total debts resulting in a total
shareholders' deficit of US$534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represens the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was
deemed effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 79; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Dana Holding Corp. following the company's
emergence from Chapter 11 on Feb. 1, 2008.  The outlook is
negative.  At the same time, Standard & Poor's assigned Dana's
US$650 million asset-based loan revolving credit facility due
2013 a 'BB+' rating (two notches higher than the corporate
credit rating) with a recovery rating of '1', indicating an
expectation of very high recovery in the event of a payment
default.  In addition, S&P assigned a 'BB' bank loan rating to
Dana's US$1.43 billion senior secured term loan with a recovery
rating of '2', indicating an expectation of average recovery.

The TCR reported on Feb. 18, 2008, that Moody's Investors
Service affirmed the ratings of the reorganized Dana Holding
Corporation as: Corporate Family Rating, B1; Probability of
Default Rating, B1.  In a related action, Moody's affirmed the
Ba3 rating on the senior secured term loan and raised the rating
on the senior secured asset based revolving credit facility to
Ba2 from Ba3.  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 Jan. 7, 2008.

                          About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital   
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

Daimler AG owns roughly 19% stake in Chrysler.  Cerberus Capital
Management LP acquired about 81% of Chrysler in August 2007 for
about $7.4 billion.


CHRYSLER LLC: In Talks with Nissan on Midsize Cars Manufacturing
----------------------------------------------------------------
Chrysler LLC is planning to outsource the engineering and
development of its cars, The Wall Street Journal reports.

According to WSJ, Chrysler LLC is having discussions with Japan's
Nissan Motor Co. about jointly producing midsize cars, a
partnership that would move the U.S. auto maker toward a radical
new business model.

The Journal citing people familiar with the matter, states that  
both companies agreed in early 2008 to team up on pickup trucks
and subcompact cars.  Since then, the Journal relates, they have
been negotiating a deal: Nissan to manufacture midsize sedans and
Chrysler would sell it in the U.S. under its own name.

Under its earlier agreement with Nissan, Chrysler will start
selling a subcompact car made by Nissan by about 2011, WSJ states.  
Chrysler, WSJ notes, also has a deal under which China's Chery
Automobile Co. will make small cars for it.

A deal, according to WSJ, would signal a switch in the way
Chrysler operates, particularly in its passenger-car business.  
Chrysler intends to continue developing new trucks, sport-utility
vehicles and minivans itself, from the ground up, WSJ adds.

A partnership with Nissan on midsize sedans would put Chrysler on
a path to becoming a marketer and seller of cars made by others,
WSJ says.
  
WSJ states that this outsourcing approach has worked for computer
makers but could be risky for the auto industry.  Sophisticated
car buyers, WSJ says, who are aware that Nissan is manufacturing
sedans for Chrysler might simply buy Nissan's version of the car.  
WSJ, citing Michael Ward, an automotive analyst at Soleil
Securities Group, indicates that success of such deals comes down
to marketing and branding.

Outsourcing the manufacturing of cars could offer one big
advantage for Chrysler and its majority shareholder, Cerberus
Capital Management LP: "it could save Chrysler the billions of
dollars it costs to develop a full line of vehicles in-house," WSJ
points out.

Chrysler is still deciding how to add a new midsize sedan to its
lineup, WSJ states, while Nissan is working on a redesign of its
Altima sedan.  The talks have centered on having Nissan produce a
version of that car for Chrysler, WSJ.

                        About Chrysler LLC

Based in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital      
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported 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 affirms the
ratings on Chrysler and DCFS and remove them from CreditWatch.

On July 31, 2008, TCR said that Fitch Ratings has downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital markets.


CHRYSLER LLC: S&P Cuts Ratings to CCC+ on Funding Constraints
-------------------------------------------------------------
Standard & Poor's Ratings Services said lowered its ratings on
Chrysler LLC, including the corporate credit rating, to 'CCC+'
from 'B-'.

At the same time, S&P lowered the counterparty credit rating on
DaimlerChrysler Financial Services Americas LLC, the auto finance
affiliate of Chrysler, to 'CCC+' from 'B-'. In addition, S&P
removed all ratings from CreditWatch with negative implications,
where they were placed originally on June 20, 2008. S&P lowered
the ratings to 'B-' on July 31, 2008, and stated then that the
ratings would remain on CreditWatch until certain bank lines at
DCFS had been renewed, which has occurred. The outlook on both
issuers is negative.

Separately, S&P revised the recovery rating on DCFS's $2 billion
first-lien revolving credit facility and $4 billion first-lien
term loan to '3', indicating that lenders can expect meaningful
(50% to 70%) recovery in the event of a payment default, from '1'.  
The issue level rating on this debt is now 'CCC+', the same as the
issuer credit rating on DCFS. The first-lien recovery rating
revision is largely as a result of the change in business
prospects for DCFS, given the weaker economy, increased gas
prices, and the resultant reduction in demand for large cars and
trucks and the precipitous decline in residual values.

"The downgrades [] reflect our view that the amount and structure
of DCFS's recently renewed bank lines leave the finance company
with fewer options to overcome any new funding challenges during
the next year," said Standard & Poor's credit analyst Robert
Schulz. S&P believes Chrysler's and DCFS's sources of funding,
including these bank lines, which are used to backstop a private
securitization conduit, are currently sufficient to operate the
business now that Chrysler has exited lease financing and assuming
no incremental challenges are created by the uncertain credit
markets. But the $24 billion DCFS facility is less than S&P
expected and moreover includes mandatory reductions in commitments
totaling $4 billion over the next 12 months. These changes are a
reflection of the tense state of the capital markets, the dismal
outlook for the U.S. auto market this year and next, and the
capital markets' skeptical view of Chrysler's prospects.

The greatest threats to the ratings in the near term are the depth
of economic weakness in the U.S., the extent of the demand shift
away from light trucks, and the ability of the finance company to
continue its timely access to the asset-backed securities (ABS)
markets in support of Chrysler's sales. DCFS remains heavily
reliant on the public ABS markets to supplement funding provided
by the private conduit.

Although Chrysler does not publicly release financial statements,
S&P expects the company to experience a net cash outflow from its
automotive operations in 2008, its first full year since being
acquired by Cerberus Capital Management L.P. from Germany's
Daimler AG. Aggressive fixed-cost reduction and conservative
industry sales assumptions have kept Chrysler at or above most of
its financial targets through the first half of 2008. However, S&P
believes the significantly weakened demand, particularly for
pickup trucks and SUVs, will lead to a continued high rate of cash
outflows through the end of 2008 and into 2009. Another major
headwind has been plummeting used-pickup and SUV prices, which is
causing losses on some leasing activities. Chrysler announced in
July 2008 that it would stop offering leases to potential
customers through its financial affiliate effective Aug. 1.

Because of the severe industry weakness, Chrysler recently
augmented its restructuring actions, which will lead to total
reductions of about 26,000 hourly and salaried workers and
elimination of 1.1 million units of capacity. In June 2008,
Chrysler announced plans to close an additional minivan plant by
the end of this year and reduce shifts at another truck plant to
one shift from two.

S&P expects U.S. light-vehicle sales to be 14.4 million units in
2008, the lowest in 15 years and down sharply from 16.1 million
units in 2007. S&P expects sales to fall further in 2009, to about
14.1 million units, as the economy remains weak and housing prices
and consumers' access to credit remain under pressure.

The negative outlook reflects S&P's expectation that current
liquidity and funding access could become dangerously constrained
if management's cost-cutting actions fall short of plan, if
industry conditions continue to worsen beyond S&P's expectations,
or if DCFS's access to the ABS markets is inadequate, whether for
company-specific reasons or because of broader market conditions.
S&P could lower the ratings if S&P came to believe that Chrysler's
cash and short-term investments would drop below the mid-single-
digit billions before the middle of 2009, if Chrysler appeared
unable to successfully meet its 2010 payments to the UAW health
care trust, or if the finance company was unable to continue its
timely access to the ABS markets in support of Chrysler's sales.
This could occur if U.S. industry light-vehicle sales drop
significantly below 14 million units this year or next, or if
higher gas prices lead to an even more substantial decline in
light-truck demand beyond levels witnessed in June. S&P also could
lower the ratings if DCFS loses sufficient and economical access
to funding from securitization markets for any substantial length
of time.

S&P does not expect to revise the outlook to stable within the
next year, given the economic outlook, ongoing turnaround plan
execution risk, and pressure on liquidity.


CMT AMERICA: Panel Wants Case Converted to Chapter 7 Liquidation
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11  
case of CMT America Corp. asks the United States Bankruptcy Court
for the District of Delaware to convert the proceedings into a
Chapter 7 liquidation.

The Committee says the Debtor's case should be converted because,
among other things:

   -- the sale of its retail stores including all merchandise does
      generate recovery for the benefit for the Debtor's estate,
      plus the sole beneficiaries of that transaction are insider
      secured creditors and affiliated supplier; and

   -- the terms of the financing for sale of the Debtor's assets
      are unfair and prejudicial to the interest of the Debtor's
      unsecured creditors.

The Committee says that it is painfully evident from the Debtor's
own pleadings that this is not a proper Chapter 11 case.  The
Committee further says that there is no reorganization prospect,
nor any estate benefit that can be used to fund even a liquidating
plan of reorganization to benefit unsecured creditors.

The Committee points out that (i) Arif Noor is the sole majority
shareholder in Clothing for Modern Times, Ltd., and CMT America
Holdings Inc., which controls the Debtor; (ii) Mr. Noor owns 50%
in CMT Sourcing from which the Debtor buys 90% of its inventory;
(iii) Clothing for Modern acquired the prepetition secured claim
of GMAC Commercial Finance LLC; and (iv) Clothing for Modern
asserts a $8 million prepetition secured against the Debtor.

The Committee alleges that the sale process is designed to
maximize the return of value only to Mr. Noor.

                        About CMT America

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


CONTECH CONSTRUCTION: S&P Puts Rating on Watch Amid Housing Slump
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Contech Construction Corp. on
CreditWatch with negative implications.

The CreditWatch listing reflects S&P's increasing concerns about
the impact that weakening commercial construction activity, the
current housing downturn, and future infrastructure spending
uncertainty will have on the company' end-market demand and
operating performance over the next several quarters. As a result,
Contech's credit measures are likely to weaken during this period.
In addition, the company faces more restrictive covenants under
its existing bank facility credit agreement over the next several
quarters. A weakening operating performance could result in a
deterioration of the cushion relative to this covenant and could
constrain access to Contech's $100 million revolving credit
facility, which had about $10 million in utilization on June 30,
2008.

In resolving the CreditWatch listing, S&P will discuss with
management its plans to address potential near- to intermediate-
term liquidity constraints caused by the covenant changes given
the difficult operating and credit market conditions that are
likely to continue during this period.


CONTINENTALAFA DISPENSING: Files Ch. 11 Petition, Gets $20MM DIP
----------------------------------------------------------------
ContinentalAFA Dispensing Co. and its affiliates filed chapter 11
petitions blaming lower revenue since 2004 and low-cost imports,
The Deal relates.  The Debtors suffered from the increase in raw
materials costs, including that of plastic resins derived from
petroleum-based products, the report adds.

ContinentalAFA's debtor-affiliates include AFA Products Inc. and
Continental Sprayers International Inc.

Prepetition lender, Wachovia Capital Finance Corp., had provided
$20 million in debtor-in-possession financing to the Debtors,
according to The Deal.

St. Peters, Mo.-based ContinentalAFA Dispensing Co. --
http://www.continentalafa.com/-- manufactures  plastic pumps and  
trigger sprayers for consumer and industrial products.  It is
owned by Harbinger Capital Partners' Harbinger Capital Partners
Master Fund I Ltd. and Harbinger Capital Partners Special
Situations Fund LP.  In 2007, ContinentalAFA listed $69.44 million
in gross revenue.

ContinentalAFA, formerly Indesco International Inc., faced an
involuntary chapter 11 petition on Nov. 14, 2000.  It then filed
for voluntary chapter 11 bankruptcy on Jan. 4, 2001, and emerged
from bankruptcy in March 2002.

ContinentalAFA and two affiliates filed their second chapter 11
petition in August 2008 (Bankr. E.D. Mo.).  Larry E. Parres, Esq.,
at Lewis Rice & Fingersh represents the Debtors in their
restructuring efforts.


CONTINENTALAFA DISPENSING: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Lead Debtor: ContinentalAFA Dispensing Co.
             fka Indesco International, Inc
             27 Guenther
             St. Peters, MO 63376

Bankruptcy Case No.: 08-45921

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Continental Sprayers International, Inc.   08-45922
        AFA Products, Inc.                         08-45923

Type of business: The Debtors are engaged in the design and
                  manufacture of trigger sprayers for major
                  consumer product companies.  They also
                  manufacture lotion, treatment, fine mist and
                  condiment pumps.  See
                  http://www.continentalafa.com/

Chapter 11 Petition Date: August 7, 2008

Court: Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: Lawrence E. Parres, Esq.
                     Email: lparres@lewisrice.com
                  Lewis, Rice & Fingersh, L.C.
                  500 N. Broadway, Ste. 2000
                  St. Louis, MO 63102
                  Tel: (314) 444-7600
                  http://www.lewisrice.com/

ContinentalAFA Dispensing Co's Financial Condition:

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

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


DANA HOLDING: Wants to Terminate Supply Agreement with Chrysler
---------------------------------------------------------------
Dana Holding Corporation asked the Bankruptcy Court for the
Southern District of New York to provide a declaratory judgment
confirming that the existing supply agreement between Dana and
Chrysler LLC will conclude on Dec. 31, 2008.

Dana is seeking to confirm its rights relative to the Settlement
Agreement reached by the two companies in August 2007 and
confirmed by the Bankruptcy Court one month later.  The requested
court action is an attempt to determine Dana's future course as a
supplier to Chrysler.

"Our goal is to establish a mutually rewarding supply agreement
with Chrysler moving forward," John Devine, Dana executive
chairman, said.  "However, Dana is prepared to exercise its right
to discontinue supplying Chrysler effective Jan. 1, 2009, if we
continue to be unsuccessful in engaging them to address this goal
in a meaningful way.

"While we sincerely hope that this will not be the case, we have
informed Chrysler of our intentions in order to provide both
companies with the time to consider their options for ongoing
sourcing of the programs we currently support," he added.  "While
this is an isolated case, it serves to illustrate our commitment
to pursue only market-competitive business opportunities moving
forward."

Mr. Devine acknowledged that a potential decision to vacate the
Chrysler business could have a substantial impact on select Dana
facilities, but cautioned that any related concerns would be
premature," he said.  "It's far too early and inappropriate to
speculate on potential outcomes at a facility level.  To be clear,
our focus remains on achieving a market-competitive agreement with
Chrysler moving forward."

Dana's history of supplying Chrysler dates back more than 70 years
and includes supplying four-wheel drive and axle technologies for
the very first Willys MA Jeep(R) produced in 1941.  This
relationship continues with Dana's supply of drivetrain
technologies for several Jeep models including the Wrangler,
Liberty, and select versions of the Grand Cherokee; the Dodge
Nitro and Viper vehicles; and select light- and medium-duty
versions of the Dodge Ram pickup truck.

                         About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital        
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                   About Dana Holding Corporation

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/         
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a shareholders'
deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  Judge Burton Lifland
of the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 74; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or          
215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Dana Holding Corp. following the company's
emergence from Chapter 11 on Feb. 1, 2008.  The outlook is
negative.  At the same time, Standard & Poor's assigned Dana's
$650 million asset-based loan revolving credit facility due 2013 a
'BB+' rating (two notches higher than the corporate credit rating)
with a recovery rating of '1', indicating an expectation of very
high recovery in the event of a payment default.  In addition, S&P
assigned a 'BB' bank loan rating to Dana's $1.43 billion senior
secured term loan with a recovery rating of '2', indicating an
expectation of average recovery.

The TCR reported on Feb. 18, 2008, that Moody's Investors Service
affirmed the ratings of the reorganized Dana Holding Corporation
as: Corporate Family Rating, B1; Probability of Default Rating,
B1.  In a related action, Moody's affirmed the Ba3 rating on the
senior secured term loan and raised the rating on the senior
secured asset based revolving credit facility to Ba2 from Ba3.  
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
Jan. 7, 2008.


DANA HOLDINGS: Chrysler Production May Suffer If Supply Pact Ends
-----------------------------------------------------------------
Mike Ramsey and Alex Ortolani at Bloomberg News says Chrysler LLC
risks a possible production shutdown should supplier Dana Holdings
Inc. win a lawsuit to end a money-losing contract.

Dana has asked the Hon. Judge Burton Lifland of the U.S.
Bankruptcy Court for the Southern District of New York to confirm
that the parties' supply agreement ends Dec. 31, 2008.  Under the
2007 deal, Dana became the exclusive supplier of driveshafts,
axles and other parts to Chrysler until the end of 2008.  Because
Chrysler refused to extend the deal into 2009, Dana said, any
orders beyond 2008 are "unenforceable."

Dana, Bloomberg relates, said rising steel prices mean it's losing
$75 million annually on its parts agreement for six Chrysler
models.

Bloomberg says that, according to the complaint, Chrysler has told
Dana it doesn't have the right to end the supply agreement.

According to Bloomberg, Dana said it supplies parts to Chrysler's
Jeep Liberty, Wrangler and some Grand Cherokee sport-utility
vehicles, as well the Dodge Nitro SUV, Viper sports car and some
Dodge Ram pickups.

Dana in a regulatory filing with the Securities and Exchange
Commission said orders from Chrysler make up 3% of its total
revenues for the first half of 2008.  Ford is Dana's single
largest customer, comprising 19% of revenues for the first half.  
Its other largest customers are General Motors, 6% of revenues;
and Toyota, 5%.

James Gillette, a consultant with CSM Worldwide Inc. in Grand
Rapids, Michigan, told Bloomberg Chrysler would have few options
to replace Dana's axles and driveshafts.  "It puts an enormous
amount of pressure on Chrysler," Mr. Gillette told Bloomberg in an
interview.  "It's not like there are 200 other suppliers they
could go to. Dana does have some level of bargaining power."

According to Bloomberg, Dana Chairman John Devine said on a
conference call with analysts that the partsmaker is "not out here
to pick a fight with Chrysler."  Mr. Devine explained the Chrysler
business has "a significant loss and we need to address that."

Bloomberg relates that Kevin Frazier, a spokesman for Chrysler,
said Chrysler's view is that "while the agreement may end on Jan.
1, 2009, the underlying purchase orders were intended to continue
in accordance with their terms."

Mr. Gillette told Bloomberg that Magna International Inc.,
American Axle & Manufacturing Holdings Inc. and Tower Automotive
LLC are capable of stepping in for Dana as a Chrysler supplier.  
Cerberus Capital Management LP also owns a significant stake in
Tower.

                          About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital   
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

Daimler AG owns roughly 19% stake in Chrysler.  Cerberus Capital
Management LP acquired about 81% of Chrysler in August 2007 for
about $7.4 billion.

                         About DANA

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed US$7,131,000,000 in total
assets and US$7,665,000,000 in total debts resulting in a total
shareholders' deficit of US$534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represens the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was
deemed effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 79; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Dana Holding Corp. following the company's
emergence from Chapter 11 on Feb. 1, 2008.  The outlook is
negative.  At the same time, Standard & Poor's assigned Dana's
US$650 million asset-based loan revolving credit facility due
2013 a 'BB+' rating (two notches higher than the corporate
credit rating) with a recovery rating of '1', indicating an
expectation of very high recovery in the event of a payment
default.  In addition, S&P assigned a 'BB' bank loan rating to
Dana's US$1.43 billion senior secured term loan with a recovery
rating of '2', indicating an expectation of average recovery.

The TCR reported on Feb. 18, 2008, that Moody's Investors
Service affirmed the ratings of the reorganized Dana Holding
Corporation as: Corporate Family Rating, B1; Probability of
Default Rating, B1.  In a related action, Moody's affirmed the
Ba3 rating on the senior secured term loan and raised the rating
on the senior secured asset based revolving credit facility to
Ba2 from Ba3.  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 Jan. 7, 2008.


DELFASCO INC: Organizational Meeting to Form Panel on Aug. 14
----------------------------------------------------------------
The United States Trustee for Region 3 will hold an organizational
meeting in the Chapter 11 case of Delfasco, Inc. at 1:00 p.m. on
August 11, 2008 at the Office of the United States Trustee, One
Newark Center, 14th Floor, Room 1401, in Newark, New Jersey.

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

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

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


DELPHI CORP: Gets $300MM Add'l. Exit Funding from General Motors
----------------------------------------------------------------
General Motors Corp. will grant Delphi Corp. an additional
$300 million on top of the $650 million already promised to help
its former parts unit exit bankruptcy protection, The Wall Street
Journal reports.

WSJ, citing court papers, says that GM may increase its loans to
its top supplier to $950 million through the end of 2008 to
reimburse Delphi for labor-related costs and other liabilities.  
WSJ relates that GM had agreed to assume these liabilities under a
settlement entered into during the Chapter 11 case.

The $950 million, WSJ indicates, represents a portion of the
amount GM would have paid Delphi had the supplier emerged from
Chapter 11.  GM will receive a top priority claim under bankruptcy
law for the advances, WSJ notes.

The agreement comes amid GM reporting a $15.5 billion loss for the
second quarter, $2.8 billion of which was related to adjusting the
accounting for its relationship with Delphi.

GM agreed to increase the loan in July, at about the time the auto
maker was patching together its own plan to boost liquidity by
$15 billion through 2009, The Journal states according to GM
spokeswoman Julie Gibson.

                      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.

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

                          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.


DEREKTOR SHIPYARDS: Wants To Terminate Ship Contract
----------------------------------------------------
Christopher Scinta of Bloomberg News reports that Derektor
Shipyards Connecticut LLC plans to terminate a contract to make a
145-foot sailing catamaran.  The company said that it would lose
$10 million when the ship is completed, he adds.

A hearing is set for Aug. 19, 2008, before the U.S. Bankruptcy
Court for the District of Connecticut to consider the request, Mr.
Scinta says.

Derector Shipyards blamed the unprofitable deal for its Chapter 11
bankruptcy, the report says.  "This renders the vessel contract
unduly burdensome and potentially fatal to the debtor's ongoing
business," Bloomberg quotes the company's professional advisor as
saying.

According to Bloomberg, the company ceased construction on the
catamaran in July 2008.  Due to a dispute with its buyer Gemini II
Ltd., the catamaran's hull was transfered to a new site, the
report says.  Gemini compelled the company into bankruptcy after
it obtain a temporary restraining order forcing the company to
move the catamaran back to its original construction site,
Bloomberg notes.  The company is seeking an additional $8 million
in payment before taking out the catamaran's hull.

Derektor Shipyards, the report says, warned Gemini that the
transfer of the cataraman to its original place will interfere
with the ongoing work on a 281-foot motor yacht, Cakewalk V.

Gemini said that it paid company $20 million on the $27.1 million
contract for the catamaran, which is 75 percent complete, the
report says.  Gemini asked the Court for recognition it owns the
yacht and for access to the company's shipyard to remove
Hemisphere.

                   About Derecktor Shipyards

Bridgeport, Connecticut-based Derecktor Shipyards Connecticut,
LLC, dba Derecktor Shipyards, -- http://www.derecktor.com/--   
builds yachts and commercial vessels.  It also has operations in
New York and Florida.  It delivered a 350-passenger fast ferry for
Bermuda in 2007.  In 2006, the company won deals to build two
large vessels, which are currently under construction.

The Debtor filed its chapter 11 petition on July 18, 2008 (Bankr.
D. Conn. Case No. 08-50643).  Judge Alan H.W. Shiff presides over
the case.  James Berman, Esq., at Zeisler and Zeisler, represents
the Debtor in its restructuring efforts.  The Debtor disclosed
estimated assets of between $10,000,000 and $50,000,000 and debts
of between $10,000,000 and $50,000,000.


DIET CHANNEL: Seeks Protection Under Chapter 11
-----------------------------------------------
Diet Channel Network filed for chapter 11 protection due to
liquidity problems, The Deal relates.  The Debtor incurred
$1.5 million net loss in 2007 from the development and operation
of its Web site, The Deal says.  Diet Channel's financial woes,
according to The Deal, was aggravated by the company's decision to
hold on to its management team.  Hence, its payroll and health
insurance expenditures surged.

Board members, Craig Lebowitz and Michael Aronson, have provided
$45,000 debtor-in-possession financing to the company, The Deal
reports.

New York City-based Diet Channel Network, through DietTV.com,
provides information and tools to users looking to lose weight and
lead a healthier lifestyle.  The company doesn't market products
or charge user fees.  Its cash flow comes from Web advertisements.  
In August 2007, MentorTech Ventures invested $2 million in the
company.


DIET CHANNEL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Diet Channel Network, Inc.
        dba DietTv.com
        dba Diet Channel
        dba Diet Television
        1020 Park Avenue, Suite 3A
        New York, NY 10028

Bankruptcy Case No.: 08-13096

Type of Business: The Debtor is a media company.
                  See: http://dietchannelnetwork.com/

Chapter 11 Petition Date: Aug. 6, 2008

Court: Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtors' Counsel: Gerard DiConza, Esq.
                   (gdiconza@dlawpc.com)
                  DiConza Law, P.C.
                  630 Third Avenue, Seventh Floor
                  New York, NY 10017
                  Tel: (212) 682-4940
                  Fax: (212) 682-4942

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $1 million to $10 million

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


D'LADI'S: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: D'Ladi's
        705 Alcovy
        Lawrenceville, GA 30043

Bankruptcy Case No.: 08-75004

Chapter 11 Petition Date: Aug. 4, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Lindsay M. Haigh, Esq.
                   (lhaigh@haighlawfirm.com)
                  Haigh & Associates, LLC
                  2750 Peachtree Industrial Blvd., Suite C
                  Duluth, GA 30097
                  Tel: (770) 623-9600
                  Fax: (770) 623-9602
                  http://haighlawfirm.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

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

DLNJ HANCOCK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: D.L.N.J. Hancock Properties, LLC
        2060 Chimney Point
        Sunrise Beach, MO 65079
        Tel: (573) 374-6511

Bankruptcy Case No.: 08-21380

Type of Business: The Debtor owns real estate.

Chapter 11 Petition Date: Aug. 1, 2008

Court: Western District of Missouri (Jefferson City)

Judge: Dennis R. Dow

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

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


DOLLAR THRIFTY: Moody's Cuts CFR to B3 on Exposure to Chrysler
--------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default ratings of Dollar Thrifty Automotive Group,
Inc. to B3 from B1, and lowered the rating on the company's senior
secured credit facility to B3 (LGD3, 45).  At the same time
Moody's lowered the Speculative Grade Liquidity rating to SGL-4
from SGL-3.

The downgrade reflects significant pressure on operating and
credit metrics resulting from a downturn in the US economy in
general, and a slowdown in the business and leisure travel sectors
that directly impact the company's daily car rental operations.
The company is highly concentrated in the leisure sector which is
sensitive to higher airfare prices and eroding consumer
confidence.  Moreover, the company is challenged by its
significant exposure to Chrysler (currently rated Caa1 and under
review for downgrade) and by the more robust business position and
operating results of key competitors.  In addition to market and
competitive challenges, the company faces liquidity pressures as
$300 million in fleet financing begins to unwind the end of the
third quarter.  The negative outlook reflects Moody's concern that
as business and leisure travel weakens, particularly during the
seasonally slower winter months, operational risks could heighten
and credit metrics could further erode.

DTG's exposure to the leisure and destination market is a
significant consideration in the ratings downgrade and outlook.
The company's revenues are derived approximately 85% from leisure
travel and 15% from business travel while its peers are more
evenly split.  The leisure sector is more price sensitive than the
business travel sector.  Higher fuel and airline ticket prices and
eroding consumer confidence are contributing to a slowdown in key
destination markets like Florida and Las Vegas.  With its greater
exposure to leisure markets, DTG could be more vulnerable to
earnings erosion in the current environment.

Approximately 80% of DTG's 2008 model year fleet was supplied by
Chrysler.  Residual values of all vehicles are under pressure, but
have been particularly pronounced for Chrysler vehicles.  
Moreover, as Chrysler seeks to improve its own financial
performance its willingness to provide advantageous terms for
vehicle purchase arrangements with DTG could diminish,
exacerbating DTG's cost pressures.

The company's SGL-4 Speculative Grade Liquidity rating reflects
refinancing risks as the current $493 million of ABS facilities
become due in May 2009.  In the current credit environment,
renewal of this facility at current commitment levels could pose a
challenge.  The SGL-4 score also recognizes that $300 million in
vehicle financing lines will no longer be available for new fleet
purchases at the end of the third quarter of 2008.  As well, the
rating reflects the tightness relative to the leverage covenant
contained in the company's $600 million senior secured credit
facility.

The financial health of the monoline debt insurers contributes
great uncertainly to the company's liquidity profile.  DTG
currently has $1.5 billion of notes wrapped by the monolines.  A
credit positive is that DTGs exposure is diversified across three
different insurers.  However, a looming credit negative is that
the ratings on these three insurers range from Aa3 for Ambac, to
B2 on review for upgrade for XL, and B1 negative for FGIC.
Continued pressure on the monoline insurance providers poses a
risk to DTG's overall funding structure.  However, DTG has taken
preventative measures, including amending a cross-default
provision to prevent a monoline failure from constituting an event
of default on the company's $350 corporate debt revolving
facility.

Dollar Thrifty Automotive Group Inc., headquartered in Tulsa,
Oklahoma, is the fourth largest daily car rental company in the
US, with June 30, 2008 LTM sales of $1,753 million.  It operates
the Dollar Rent a Car and Thrifty Car Rental brands.


ECONOMIC DEVELOPMENT: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Economic Development and Training Instit
        5625 Allentown Road
        Suite 107
        Suitland, MD 20746

Bankruptcy Case No.: 08-19872

Type of Business: The Debtor is an economic development and
                  training institution.

Chapter 11 Petition Date: August 1 , 2008

Court: District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Ronald C. Hill, Esq.
                  10905 Fort Washington Road
                  Suite 201
                  Ft. Washington, MD 20744
                  Tel: (301) 292-8357
                  rchillesq@verizon.net

Total Assets: $3,360,082

Total Debts:  $2,584,864

A copy of the Debtors' list of 20 Largest Unsecured Creditors is
available at: http://bankrupt.com/misc/mdb08-19872.pdf
       

FEDDERS CORP: Discloses Intent to Create GUC Liquidating Trust
--------------------------------------------------------------
Fedders Corp. and its debtor-affiliates filed a supplement to its
disclosure statement with the U.S. Bankruptcy Court for the
District of Delaware, disclosing their intent on the creation of a
GUC Liquidating Trust.

As reported in the Troubled Company Reporter on July 22, 2008, the
Court approved the disclosure statement describing the Debtors'
Chapter 11 plan of liquidation which was filed on June 6, 2008.  
The Court held that the disclosure statement contains adequate
information pursuant to Section 1125 of the U.S. Bankruptcy Code.  
The Plan contemplates for the liquidation of all of the Debtors'
assets -- including net of certain fees and expenses -- and
distribution of the proceeds to holders of allowed claims.

In documents filed with the Court, the Debtors said that the Trust
will be created for the primary purpose of liquidating the GUC
Liquidating Trust assets.  The supplements say that the
liquidation will be done in an expeditious but orderly manner, for
the benefit and at the direction of the beneficiaries, with no
objective to continue or engage in the conduct of a trade or
business, except to the extent reasonably necessary to and
consistent with the liquidating purpose of the GUC Liquidating
Trust and the Plan.

The Court will convene a hearing on Aug. 21, 2008, at 12:00 p.m.
E.S.T. at 824 Market Street, 6th Floor in Wilmington, Delaware, to
consider confirmation of the Debtors' plan.  Objections, if any,
are due Aug. 13, 2008, by 5:00 p.m.

                    About Fedders Corporation

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

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

FIRSTFED FINANCIAL: Barclays and UBS See Default in Option ARMs
---------------------------------------------------------------
According to Barclays Capital, about 45% of FirstFed Financial
Corp.'s option adjustable rate mortgages originated in 2006 and
2007 would be in default, ABI World said, citing The Wall Street
Journal.  UBS AG, meanwhile said that 48% of FirstFed's option
ARMs would be in default, based on the report.

Option ARMs normally have low introductory rates and give
borrowers various payment alternatives.  Payment options include
minimum payment option, interest-only payment option, fully
amortizing 30-year payment, and fully amortizing 15-year payment.  
Lenders notify borrowers who have missed payments and offer them a
chance to modify payment schemes.

ABI World, citing WSJ, says that during the first half of 2008,
FirstFed modified 705 loans worth $345 million.

                     About FirstFed Financial

FirstFed Financial Corp. (NYSE: FED) is the parent company of
First Federal Bank of California.  First Federal Bank of
California -- http://www.firstfedca.com/-- operates 37 retail  
banking offices in Southern California.  In keeping with the
Bank's retail branch expansion plan, two new retail branches were
opened during the second quarter of 2008.  The Bank operates two
lending offices, one in Southern California and one in Northern
California.


FIRSTFED FINANCIAL: Posts $35.5MM Net Loss in Second Qtr. 2008
--------------------------------------------------------------
FirstFed Financial Corp. disclosed lower loan loss provisions and
a decline in single family loans less than 90 days delinquent in
the second quarter of 2008 compared to the first quarter of 2008.
"While there can be no assurance that this trend will continue, it
does reflect our efforts to work through the issues in the single
family loan portfolio,"  said Babette Heimbuch, CEO.

The company reported a net loss of $35.5 million or $2.60 per
diluted share of common stock for the second quarter of 2008
compared to a net loss of $69.8 million or $5.11 per diluted share
of common stock for the first quarter of 2008 and net income of
$29.1 million or $1.74 per diluted share of common stock for the
second quarter of 2007.

                         Delinquent Loans

The second quarter loss resulted primarily from a $90.2 million
provision for loan losses.  The loan loss provision was due to
ongoing charge-offs and modifications of single family loans as
well as higher levels of non-accrual single family loans (loans
greater than 90 days delinquent or in foreclosure).  The Company
recorded a $150.3 million provision for loan losses during the
first quarter of 2008 and a $3.1 million loan loss provision
during the second quarter of 2007.

First Federal Bank of California's higher levels of single family
non-accrual loans are the result of the large numbers of
adjustable rate mortgages that faced a recast of their payment
amount in the latter part of 2007 and early 2008.  Non-accrual
single family loans increased to $491.7 million as of June 30,
2008 from $393.6 million at March 31, 2008 and $179.7 million as
of Dec. 31, 2007 compared to $53.3 million as of June 30, 2007.  
However, single family loans delinquent less than 90 days have
declined as the number of loans facing payment recast have
declined during 2008.  Single family loans less than 90 days
delinquent have decreased to $207.7 million as of June 30, 2008
from $273.3 million as of March 31, 2008 and $236.7 million as of
Dec. 31, 2007 compared to $35.2 million as of June 30, 2007.

The level of delinquent loans during 2008 was significantly
impacted by adjustable rate mortgages that reached their maximum
allowable negative amortization and required an increased payment.
The Bank estimates that 594 loans with balances totaling
approximately $266.3 million could hit their maximum allowable
negative amortization during the rest of 2008.  In comparison,
1,366 loans with balances totaling approximately $644.0 million
were scheduled to recast during the first half of 2008 and 1,778
loans with balances totaling approximately $823.0 million were
scheduled to recast in the second half of 2007.  Another 1,422
loans, with balances totaling $653.0 million, could hit their
maximum allowable negative amortization during 2009.  The Bank has
a program to reach out to borrowers faced with loan recasts to
encourage them to modify their loans before the recast date.

                          Modified Loans

Total modified loans were $308.7 million as of June 30, 2008.
These modified loans are considered troubled debt restructurings  
and valuation allowances of $26.3 million were established as of
June 30, 2008.  Another $13.2 million in adjustable rate mortgages
were modified as of June 30, 2008 but were not considered TDRs and
therefore no valuation allowances were established.  Modified
loans totaled $108.1 million at March 31, 2008 and $1.8 million as
of Dec. 31, 2007.  There were no modified loans as of June 30,
2007.

                          Other Factors

Second quarter net earnings were also impacted by lower net
interest income which decreased by $4.6 million or 9% compared to
the first quarter of 2008 and $25.0 million or 36% compared to the
second quarter of 2007.  Net interest income decreased due to
lower interest-earning assets, increased non-accrual loans and
lower interest rate spreads compared to the earlier periods.

On a year-to-date basis, the company reported a net loss of
$105.3 million or $7.71 per diluted share for the first six months
of 2008 compared to net income of $61.5 million or $3.66 per
diluted share for the first six months of 2007.  The year-to-date
loss was attributable to the increased loan loss provisions
recorded during the first and second quarters and a 35% decrease
in net interest income compared to the same period of the prior
year.

Net loan charge-offs totaled $80.4 million and $108.9 million for
the second quarter and the first six months of 2008 compared to
$1.1 million and $1.8 million for the second quarter and the first
six months of 2007.  The Bank's non-performing assets to total
assets ratio increased to 8.20% at June 30, 2008 from 6.20% at
March 31, 2008 and 2.79% at Dec. 31, 2007 compared to 0.85% at
June 30, 2007.  The increases over the last year were due
primarily to increased single family non-accrual loans.

Total allowances for loan losses (general valuation allowances
plus allowances for impaired loans) as a percentage of gross loans
were 3.96% or $259.7 million at June 30, 2008 compared to 3.83% or
$249.9 million as of March 31, 2008, 1.93% or $128.1 million as of
Dec. 31, 2007 and 1.62% or $114.9 million as of June 30, 2007.
Allowances allocated to single family loans were 5.5% of gross
single family loans at June 30, 2008.

Sales of real estate owned resulted in net gains of $3.4 million
for the second quarter of 2008 and $3.2 million for the first six
months of 2008 compared to net losses of $103 thousand and
$189 thousand for the second quarter and first six months of 2007.  
The gains recorded during 2008 resulted from conservative write
downs at the time of foreclosure which created gains upon the
ultimate disposition of the properties.  Holding costs associated
with foreclosed real estate totaled $3.2 million and $4.4 million
during the second quarter and first six months of 2008 compared to
$369 thousand and $555 thousand during the second quarter and
first six months of 2007.

Net interest income was $44.7 million and $94.0 million during the
second quarter and the first six months of 2008 compared to
$69.7 million and $144.9 million during the second quarter and the
first six months of 2007.  Net interest income decreased during
2008 compared to 2007 due to declines in average interest-earning
assets and lower net interest spreads.  Due to loan payoffs,
average interest-earning assets decreased by 13% during the second
quarter of 2008 compared to the second quarter of 2007 and 18%
during the first six months of 2008 compared to same period of
2007.  The interest rate spread decreased by 71 basis points
during the second quarter of 2008 compared to the second quarter
of 2007 and 51 basis points during the first six months of 2008
compared to the first six months of last year.  The decreased
spreads were primarily caused by interest lost on non-performing
loans which lowered the loan yield by 1.15% during the second
quarter of 2008 and 0.92% during the first six months of 2008.

Loan originations were $491.6 million and $777.0 million during
the second quarter and the first six months of 2008 compared to
$180.4 million and $439.9 million during the second quarter and
the first six months of 2007.  Single family loans comprised 63%
of loan originations during the second quarter of 2008 compared
with 73% of loan originations during the second quarter of 2007.
Multi-family and commercial real estate loans comprised 33% of
loan originations for the second quarter of 2008, compared with
21% of loan originations for the second quarter of 2007.

Negative amortization, included in the balance of loans
receivable, totaled $302.3 million at June 30, 2008 compared to
$301.7 million at Dec. 31, 2007 and $267.5 million at June 30,
2007.  Negative amortization represents unpaid interest earned by
the Bank that is added to the principal balance of the loan.
Negative amortization decreased by $7.1 million for the quarter
ended June 30, 2008, but increased by $586 thousand for the first
six months ended June 30, 2008 compared to increases of
$19.0 million and $51.7 million for the quarter and six months
ended June 30, 2007.  Negative amortization as a percentage of all
single family loans that have negative amortization totaled 8.89%
at June 30, 2008 compared to 8.35% at March 31, 2008, 7.68% at
Dec. 31, 2007 and 5.19% at June 30, 2007.

The portfolio of single family loans with one-year fixed monthly
payments totaled $2.8 billion at June 30, 2008 compared to
$3.2 billion at Dec. 31, 2007 and $3.6 billion at June 30, 2007.  
The portfolio of single family loans with three-to-five year fixed
monthly payments totaled $901.3 million at June 30, 2008 compared
to $1.1 billion at Dec. 31, 2007 and $1.3 billion at
June 30, 2007.

Non-interest expense was $25.1 million and $47.2 million for the
second quarter and the first six months of 2008 compared to
$20.9 million and $41.8 million for the second quarter and the
first six months of 2007.  The ratio of non-interest expense to
average total assets was 1.41% and 1.32% for the second quarter
and the first six months ended June 30, 2008 compared to 1.03% and
0.98% for the quarter and the first six months ended June 30,
2007.  The increase in non-interest expense during the second
quarter of 2008 compared to the second quarter of 2007 was due
primarily to holding costs associated with foreclosed real estate,
increased loan incentive costs, and increased federal deposit
insurance costs.  The increase in non-interest expense during the
first six months of 2008 compared to the first six months of 2007
was due to increased holding costs on foreclosed real estate,
increased federal deposit insurance costs and increased occupancy
costs due to the opening of new branches and a $1.1 million lease
write-off for the former corporate headquarters.

The Bank's risk-based capital ratio was 17.83% at June 30, 2008
and its core and tangible capital ratios were 9.45%, which were in
excess of the 10% and 5% ratios, respectively, required by the
Bank's federal regulators to be considered well capitalized.

FirstFed's balance sheet showed total assets of $7.2 billion,
total liabilities of $6.6 billion, and stockholders' equity of
$550.8 million as of June 30, 2008.

Total assets decreased as of June 30, 2008 from $7.7 billion as of
June 30, 2007 due to loan payoffs and principal reductions.  Due
to increased loan originations during the first six months of
2008, total assets at June 30, 2008 were comparable to total
assets as of Dec. 31, 2007.

                     About FirstFed Financial

FirstFed Financial Corp. (NYSE: FED) is the parent company of
First Federal Bank of California.  First Federal Bank of
California -- http://www.firstfedca.com/-- operates 37 retail  
banking offices in Southern California.  In keeping with the
Bank's retail branch expansion plan, two new retail branches were
opened during the second quarter of 2008.  The Bank operates two
lending offices, one in Southern California and one in Northern
California.


FRONTIER AIRLINES: Bares Amendment to Annual Report for Year 2008
-----------------------------------------------------------------
Frontier Airlines Holdings Inc. and its debtor-affiliates reported
amendments to their annual report for the fiscal year ended
March 31, 2008, with respect to compensation, initial reports of,
and changes in, stock ownership of the company's directors and
officers.

According to Frontier chief executive officer and director
Sean T. Menke, a compensation committee reviews the make-up of
the peer companies on an on-going basis to evaluate compensation
trends in the airline industry, and to review total compensation
levels for fiscal year 2008.

The peer companies consisted of Airtran Holdings Inc., Alaska
Air Group Inc., ATA Airlines, Champion Air, Compass Airlines,
Continental Airlines Inc., Expressjet Holdings Inc., JetBlue
Airways Corp., Mesa Air Group Inc., Republic Airways Holdings
Inc., Skywest Inc., Virgin America and US Airways.

As of March 31, 2008, the principal components of the executive
officers' compensation were base salary, performance-based annual
cash incentive compensation, long-term equity incentive
compensation, and long-term cash incentive compensation,
Mr. Menke said.

According to the SEC filing, Frontier instituted a salary
reduction program after the Petition Date, pursuant to which
Mr. Menke agreed to a 20% reduction in his base salary, and other
officers agreed to a 10% reduction in their base salary for the
fiscal year ending March 31, 2009.

Frontier did not achieve a pre-tax profit margin of 2% and no
annual cash incentive was awarded as of the fiscal year ended
March 31, 2008, Mr. Menke said.

Frontier's long-term incentive program -- consisting of annual
awards of stock-only stock appreciation rights, restricted stock
units and a performance-based cash incentive -- was designed to
(i) retain the named executive officers and other executives, as
well as to focus their attention on long-term performance, and
(ii) directly align the executive officers\u2019 financial
interests with those of stockholders.

The performance-based cash incentive for the fiscal year ended
March 31, 2008, were established with average pre-tax profit
margin over the three-year performance period as the performance
metric and set minimum, target, and maximum pre-tax profit
margins of 4%, 8%, and 12% as the performance levels, Mr. Menke
told the SEC.

Certain awards made under Frontier's 2004 Equity Incentive Plan
may qualify as performance-based compensation that will be fully
deductible for federal income tax purposes under the $1,000,000
cap rules of Section 162(m) of the Internal Revenue Code.  
However, Frontier did not establish a policy that mandates that
all compensation must be deductible under the IRS provision to
retain flexibility to design compensation programs.  Frontier
granted some equity awards, including restricted stock, that are
not eligible for the Section 162(m) exception.

Effective on Mr. Menke's hiring date on Sept. 7, 2007, he   
received an annual salary of $325,000, and was eligible to
participate in the executive bonus and equity incentive plan, and
received initial grants of 100,000 SOSARs and 30,000 RSUs.  

The SOSARs have a 10-year expiration term and will vest 20% on
each of the first five anniversaries of the grant, while the  
RSUs vest 100% on the fifth anniversary of the grant.  In
addition, Frontier paid certain expenses related to Mr. Menke's
transition from Air Canada to Frontier.  Due to the company's
Chapter 11 filing, however, the SOSARs or RSUs granted to Mr.
Menke will not have any value, according to the SEC.

Frontier's NEOs did not have, as of March 31, 2008, any special
guaranteed payments due on retirement or change of control.  
Pursuant to a Severance Plan approved by the Bankruptcy Court in
June 2008, Frontier would provide its executive officers and
other employees with severance if they were terminated without
cause or terminated for "good reason" following a change in
control.

Mr. Menke further disclosed that as of July 28, 2008, 15 of
Frontier's directors and officers beneficially owned 578,418
shares of the Company's common stock.  The number of shares of
Frontier's common stock outstanding as of July 28, was
36,945,744.

As of March 31, 2008, Frontier paid KPMG LLC, as the Company's
independent auditors, a total of $1,023,100 for audit services
that the firm rendered to the Debtors, Mr. Menke added.

A full-text copy of Frontier's amendments to the Annual Report on
Form 10-K/A is available for free at:

http://sec.gov/Archives/edgar/data/1351548/000110465908048351/a08
-20284_110ka.htm#Item10_DirectorsExecutiveOfficers_152402

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation       
for passengers and freight.  It operates jet service carriers
linking a Denver, Colorado hub to 46 cities coast-to-coast,
eight cities in Mexico, and one city in Canada, as well as
provides service from other non-hub cities, including service from
10 non-hub cities to Mexico.  As of May 18, 2007 it operated 59
jets, including 49 Airbus A319s and 10 Airbus A318s.

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

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


GENERAL MOTORS: Asks Advertising Agencies for a 20% Fees Discount
-----------------------------------------------------------------
General Motors Corp., in its latest attempt to save money, has
asked advertising agencies for a 20% discount this year and the
next, The Wall Street Journal reports.

The Journal, citing a spokeswoman, relates that the car maker has
asked its agency partners to work with them to eliminate low-value
work and find creative solutions to go to market more efficiently.

WSJ, citing people familiar with the matter, says the cuts could
result to more than $20 million in total savings for General
Motors, but will likely mean layoffs for the agencies involved.

WSJ indicates that GM also has pulled out of September's Emmy
broadcast on Walt Disney's ABC; it has advertised on the star-
studded program for about a decade.

Auto makers account for more than 12% of all ad spending in the
country -- more than any other single industry, WSJ notes.

The owner of Cadillac and Chevrolet, WSJ indicates, works with
dozens of agencies around the country, including Publicis Groupe's
Leo Burnett and Interpublic Group's McCann Erickson and Campbell-
Ewald.

Michael Nathanson, a senior analyst at Bernstein Research, in a
report to investors this week predicts U.S. auto advertising will
fall to $15 billion in 2008 from $18 billion last year -- a
noticeable drop from $24 billion in 2004, WSJ relates.

                      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.

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

                          *     *     *

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

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

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


GENERAL MOTORS: Provides $300MM to Help Delphi Exit Bankruptcy
--------------------------------------------------------------
General Motors Corp. will grant Delphi Corp. an additional
$300 million on top of the $650 million already promised to help
its former parts unit exit bankruptcy protection, The Wall Street
Journal reports.

WSJ, citing court papers, says that GM may increase its loans to
its top supplier to $950 million through the end of 2008 to
reimburse Delphi for labor-related costs and other liabilities.  
WSJ relates that GM had agreed to assume these liabilities under a
settlement entered into during the Chapter 11 case.

The $950 million, WSJ indicates, represents a portion of the
amount GM would have paid Delphi had the supplier emerged from
Chapter 11.  GM will receive a top priority claim under bankruptcy
law for the advances, WSJ notes.

The agreement comes amid GM reporting a $15.5 billion loss for the
second quarter, $2.8 billion of which was related to adjusting the
accounting for its relationship with Delphi.

GM agreed to increase the loan in July, at about the time the auto
maker was patching together its own plan to boost liquidity by
$15 billion through 2009, The Journal states according to GM
spokeswoman Julie Gibson.

                          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.

                      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.

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

                          *     *     *

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

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

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


GENERAL MARITIME: Arlington Tankers Merger to Create $2BB Company
-----------------------------------------------------------------
General Maritime Corporation and Arlington Tankers Ltd. have
entered into a definitive agreement whereby the two companies will
combine in a stock-for-stock combination.  Under the terms of the
definitive agreement, approved unanimously by the Boards of
Directors of both General Maritime and Arlington Tankers,
shareholders of General Maritime will receive 1.340 shares of the
combined company for each share of General Maritime held, and
shareholders of Arlington Tankers will receive one share of the
combined company for each share of Arlington Tankers held.

The combination will create a leading publicly traded tanker
company and represents a highly strategic transaction for
shareholders of both General Maritime and Arlington Tankers. Some
of the key highlights of the combined company include:

     -- Modern, diverse fleet of 31 vessels (approximately
        4.0 million dwt) with an average age of 8.0 years
        with a presence in both crude and product segments

     -- Management team with significant consolidation experience

     -- Attractive balance between time charter and spot exposure
        to provide earnings and cash flow stability while
        allowing for additional upside from stronger tanker rates

     -- Significant contracted revenue stream: approximately
        $450 million of revenues contracted through 2013

     -- Improved financial flexibility to invest in growth, with
        a cash dividend target of $2.00 per share annually

     -- Stronger platform for growth and well-positioned to be
        a leading consolidator in the industry

     -- Combined market capitalization of approximately
        $1.1 billion, and a combined enterprise value of
        approximately $2.0 billion

Peter Georgiopoulos, Chairman, President and Chief Executive
Officer of General Maritime, commented, "In merging General
Maritime and Arlington Tankers, we have entered into a significant
value creating transaction for the shareholders of both companies.
We believe the new Company's large diverse double-hull fleet,
combined with its balanced chartering strategy, will offer
shareholders stable cash flows as well as upside potential to the
products and crude tanker markets. The combined company will
further differentiate itself by having a sizeable fixed dividend
target while retaining capital for growth. This approach, together
with a strong financial position, bodes well for management to
draw upon its considerable consolidation experience to capitalize
on growth opportunities that meet strict return requirements. We
believe our focus on growth, as well as the anticipated cash cost
savings of the transaction, will position the combined company to
increase earnings and pay substantial dividends to shareholders
over the long-term."

"General Maritime is the ideal partner to increase value for
Arlington Tankers' shareholders," said Ed Terino, Chief Executive
Officer, President and Chief Financial Officer of Arlington
Tankers. "The combination of General Maritime and Arlington
Tankers provides significant opportunities for long-term growth in
shareholder value as a result of the larger and more-diverse
fleet, stronger financial position and highly experienced team to
actively manage and further expand the fleet. Complementing the
combined company's focus on fleet and earnings growth, I am
pleased that our shareholders will have the opportunity to
continue to receive attractive dividends supported by a balanced
chartering strategy and a sizeable revenue stream."

The combined company, to be named General Maritime Corporation,
will be headquartered in New York City.  Shares in the combined
company will continue to be listed on the NYSE and trade under the
ticker symbol "GMR".  Existing shareholders of General Maritime
will own approximately 73% of the combined company and the
existing shareholders of Arlington Tankers will own approximately
27% of the combined company.  The combined company will be led by
Peter Georgiopoulos as Chairman, John Tavlarios as President,
Jeffrey Pribor as CFO and John Georgiopoulos as Executive Vice
President, Treasurer and Secretary. General Maritime intends to
discuss with Mr. Terino a consulting arrangement for assistance in
the post-closing transition period. The Board of Directors of the
combined company will consist of the six current General Maritime
directors and one director from Arlington Tankers.

Together, General Maritime and Arlington Tankers are expected to
generate revenue of approximately $353 million and EBITDA of
approximately $235 million on a pro forma basis for 2008E. The
combined company is expected to generate cash cost savings of
approximately $7.5 million, as well as cost reductions relating to
the General Maritime executive transition, in the first year of
operations. The combined company expects to establish an initial
annual dividend target, subject to determination by the combined
company's Board, of $2.00 per share, with additional upside
through synergies and continued growth. Both General Maritime and
Arlington Tankers have the support of their existing bank groups
and have received preliminary approvals to roll-over their
respective debt facilities.

Peter Georgiopoulos concluded by saying, "In leading the combined
Company, we intend to be steadfast in our pursuit of creating
value for shareholders over the long-term. In seeking to
accomplish this critical objective, we will draw upon management's
past success, which includes returning over $1 billion to
shareholders and achieving total returns of 180% since going
public in 2001. We are excited about the prospects of the combined
company and will actively seek opportunities to grow the combined
company's strong portfolio of assets, while maintaining a stable
dividend return to our enlarged shareholder base."
The transaction is subject to the approval of the shareholders of
both General Maritime and Arlington Tankers.

Closing of the transaction is also subject to customary closing
conditions and regulatory approvals, including expiration of the
waiting period under Hart-Scott Rodino Act and similar approvals
in other jurisdictions. The transaction is expected to close in
the fourth quarter of 2008. Both General Maritime and Arlington
Tankers are expected to pay their separate dividends for the third
quarter of 2008, with the dividend for the fourth quarter of 2008
expected to be the first dividend paid by the combined company.

Contingent upon the closing of the proposed transaction, General
Maritime expects Peter Georgiopoulos to remain as Chairman of the
company and to step down as President and CEO with John Tavlarios
becoming President of General Maritime. As Chairman, Mr.
Georgiopoulos will continue to focus on strategy and transactional
operations of the company. The company expects to achieve
substantial cash cost savings for salary and support expenses in
connection with this transition, and to make a payment to Mr.
Georgiopoulos in connection with the termination of his employment
agreement and as a bonus for 2008.

UBS Investment Bank acted as financial advisor and Kramer Levin
Naftalis & Frankel LLP acted as legal advisor to General Maritime.
Jefferies & Company acted as financial advisor and Wilmer Cutler
Pickering Hale and Dorr LLP acted as legal advisor to Arlington
Tankers.

                About General Maritime Corporation

General Maritime Corporation (NYSE: GMR) is a provider of
international seaborne crude oil transportation services
principally within the Atlantic basin which includes ports in the
Caribbean, South and Central America, the United States, West
Africa, the Mediterranean, Europe and the North Sea. They also
currently operate tankers in other regions including the Black Sea
and Far East. General Maritime Corporation currently owns and
operates a fleet of 21 tankers -- ten Aframax, and eleven Suezmax
tankers with a carrying capacity of approximately 2.7 million dwt.

                   About Arlington Tankers Ltd.

Arlington Tankers Ltd. (NYSE: ATB) is an international, seaborne
transporter of crude oil and petroleum products. Arlington
Tankers' fleet consists exclusively of eight, modern double-hulled
vessels and is one of the youngest tanker fleets in the world,
with an average vessel age of approximately 4.7 years. The fleet
consists of two V-MAX tankers, which are specially designed very
large crude carriers, two Panamax tankers and four Product
tankers. All of Arlington Tankers' vessels are employed on long-
term time charters. Arlington Tankers was incorporated in Bermuda
in September 2004. Arlington Tankers completed its initial public
offering on the New York Stock Exchange on November 10, 2004.


GENERAL MARITIME: S&P Affirms 'BB' Rating on Merger Plan
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on General
Maritime Corp., including the 'BB' long-term corporate credit
rating. The outlook remains negative.

General Maritime has entered into an agreement to merge with
Arlington Tankers Ltd. (Arlington; not rated). The proposed
transaction is structured as a stock for stock merger; General
Maritime's shareholders will own 73% of the combined company and
Arlington shareholders the remaining 27%. The proposed merger is
subject to shareholder and regulatory approvals and is expected to
close by the end of the year.

General Maritime and Arlington provide international shipping of
crude oil and refined petroleum products. Arlington is a jointly
owned subsidiary of Stena AB (BB+/Stable/--) and Concordia
Maritime AB (not rated), which together own 18% of Arlington's
outstanding common shares. The combined General Maritime and
Arlington will operate a fleet of 31 vessels, with a carrying
capacity of 3.9 million deadweight tons. Twenty-three of the
vessels will come from General Maritime and eight from Arlington,
including two VLCCs (very large crude carriers), which General
Maritime does not have in its fleet. The average age of the fleet
would be 8.0 years at June 30, 2008, which is somewhat younger
than the industry average. If the merger is successful, S&P
expects that the company could see a modest improvement in its
earnings and credit measures.

"Despite the anticipated improvement in credit measures, the
outlook on our ratings remains negative, reflecting concerns over
the company's aggressive financial policy, characterized by share
repurchases and material dividend payouts, which have contributed
to increased debt leverage and weakened its credit measures," said
Standard & Poor's credit analyst Funmi Afonja. We expect that the
company will maintain its aggressive financial policy with the
combined entity and will likely pay out dividends at the targeted
level of $2 per share. On March 28, 2008, and prior to the merger
announcement, General Maritime amended its credit agreement,
removing the $50 million cap on annual stock buybacks and
increasing the aggregate amount allowed for dividends, including
stock buybacks, to $150 million plus 50% of the company's
cumulative net excess cash flow after Feb. 16, 2007. At March 31,
2008, the company had about $107.1 million remaining under its
current share-repurchase program, which can be used at
management's discretion, subject to the terms of the credit
facility.

Ratings on New York, N.Y.-based General Maritime reflect the
company's aggressively leveraged financial profile, shareholder-
friendly policies, and participation in the capital-intensive,
highly fragmented, volatile, and competitive shipping industry.
Positive credit factors include satisfactory
liquidity and somewhat stable cash flow from an increasing
proportion of time-charter contracts with customers, including all
the customers from Arlington's fleet, which are on time-charter
contracts.

The negative outlook incorporates an expectation that the merged
company would continue its aggressive financial policy
characterized by share repurchases and material dividend payouts.
S&P could lower its ratings if shareholder rewards or a downturn
in earnings caused funds flow to debt to drop below 20% on a
sustained basis. S&P could revise the outlook to stable if the
company adopts a less-aggressive financial policy.


GREEKTOWN CASINO: Wants Vendor, Reclamation Claims Procedures Set
-----------------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates ask authority from
the U.S. Bankruptcy Court for the Eastern District of Michigan to
establish procedures for payment of prepetition vendors claims and
reclamation claims.

                     Vendor Payment Procedures

Since the bankruptcy date, the Debtors relate that they have acted
diligently to preserve and maximize the value of their estates by
working with numerous vendors and service providers pursuant to
certain executory contracts.

The Debtors' counsel, Brendan G. Best, Esq., at Schafer and
Weiner, PLLC, in Bloomfield Hills, Michigan, relates that some
Vendors have refused to continue to supply goods to the Debtors
unless the Debtors agree to pay some or all of those vendors'  
prepetition claims in full.

Mr. Best asserts that due to the severity of the disruptions that
could be caused by a refusal of the Vendors to continuously
supply goods or services to the Debtors, the Vendors should be
promptly paid for the goods or services they provide to the
Debtors.

Accordingly, the Debtors seek the Court's authority to
immediately pay the Vendors for critical goods or services
provided, on an expedited basis, in amounts consistent with their
postpetition financing budget.  The Debtors propose to these
procedures for the payment of Prepetition Vendors Claims:

  (a) If a Vendor refuses to perform its postpetition obligations
      pursuant to an executory contract with the Debtors in
      violation of the Bankruptcy Code because the Debtors have
      failed to pay the Vendor's prepetition claim, and the
      Debtors determine that the failure to receive that Vendor's
      performance prior to the Debtors' ability to obtain a court
      hearing threatens to negatively impact their operations,
      the Debtors will be authorized to immediately pay all or a
      portion of a Vendors' claim in amounts consistent with the
      the Debtors' postpetition financing budget.  Upon receipt
      of a Payment, the Vendor will continue or restart
      performance of the contract pending a Court hearing.

  (b) The Debtors will transmit to the Vendor or to the Vendor's
      counsel, the counsel of the Official Committee of Unsecured
      Creditors, the United States Trustee, and the DIP Lenders a
      notice detailing the Debtors' belief that the Vendor is in
      violation of the Bankruptcy Code through its failure to
      perform under a prepetition agreement.  The Debtors will
      identify both the name of the vendor and the identity of
      the agreement in question.  Through the Notice to the
      Vendor, the Debtors will schedule a hearing at the next
      regularly scheduled Court hearing.

  (c) If the Debtors and a Vendor are unable to reach agreement
      prior to the Hearing, the Debtors will have the burden to
      demonstrate at the Hearing that (i) the Vendor has one or
      more enforceable contracts with one or more of the Debtors,
      and (ii) the Vendor has refused to perform pursuant to the
      contract in violation of Sections 362 and 365 of the
      Bankruptcy Code.

  (d) If the Court determines at the Hearing that the Debtors and
      the Vendor are parties to an enforceable contract and the
      Vendor has refused to perform that contract, the Payment
      will be deemed to have been made on account of any
      postpetition amounts owed by the Debtors to the Vendor.

  (e) The Debtors and the Notice Parties may also seek costs and
      expenses, including attorneys' fees, under Section 362(h)
      as a result of the Vendor's violation of the automatic
      stay.

  (f) In the event the Debtors are unsuccessful in their efforts
      at the Hearing to demonstrate that the Debtors and the
      Repudiating Vendor are parties to an enforceable contract,
      and the Repudiating Vendor has refused to perform in
      violation of that contract, then the Repudiating Vendor
      will be entitled to retain the Payment provided that it
      will continue to perform in the ordinary course of business
      after the Petition Date.

  (g) Nothing in the Debtors' request will be deemed or construed
      as:

         * an admission as to the validity of any claim against
           the Debtors;

         * a waiver of the Debtors' rights to dispute any claim
           on any grounds;

         * a promise to pay any claim;

         * an implication or admission that any particular claim
           would constitute a critical vendor claim; or

         * a request to assume any executory contract or
           unexpired lease pursuant to Section 365.

  (h) If the Debtors and the Repudiating Vendor fail to reach
      agreement before the Hearing and the Debtors decide not to
      proceed with the Hearing, the Notice Parties may proceed
      with the Hearing in accordance with the Vendor Payment
      Procedures.

                  Reclamation Claims Procedures

The Debtors transacted business with hundreds of vendors who
supplied them with a variety of goods in the ordinary course of
the vendors' business.  Those transactions  resulted in
reclamation demands pursuant to Section 546(c)(1) of the
Bankruptcy Code and applicable state law and in administrative
expense claims arising under Section 503(b)(9) of the Bankruptcy
Code.

The Debtors inform the Court that they want to establish an
orderly dispute resolution process for the Reclamation Claims.
The costs to Debtors' estates, their creditors and on the Court's
resources in responding to each Reclamation Claim or 503(b)(9)
Claim will be greater than the cost of a streamlined process for
resolving those Claims, Mr. Best.

The Debtors propose to analyze the validity of the 503(b)(9)
Claims or the Reclamation Claims according to these criteria:

   * Whether the holder of a 503(b)(9) Claim or the holder of
     Reclamation Claim adequately described the goods delivered
     to the Debtors;

   * Whether the Debtors had already paid for the Subject Goods;

   * Whether the Subject Goods were actually received by the
     Debtors within the 20-day period preceding the Petition
     Date;

   * Whether the Reclamation Claim was timely received by the
     Debtors;

   * Whether the Debtors had already consumed or altered the
     Subject Goods by the time the applicable Reclamation Claim
     was received;

   * Whether any secured creditors have the prior rights in the
     Subject Goods or the proceeds of those Goods;

   * The value of the the Subject Goods at the time the 503(b)(9)
     Claim or the Reclamation Claim was made;

   * Whether the amount and value of the Subject Goods conforms
     to the amount and value of the Goods as reflected in the
     Debtors' books and records; and

   * Whether the holder of a 503(b)(9) Claim or holder of a
     Reclamation Claim received transfers that may prevent the
     Debtors from paying the 503(b)(9) Claim or Reclamation
     Claim pursuant to Section 502 of the Bankruptcy Code.

By this motion, the Debtors ask the Court to establish dispute
resolution procedures with respect to the Reclamation Claims and
the 503(b)(9) Claims.

The Debtors propose these resolution procedures for the 503(b)(9)
Claims:

  (a) The Court will establish October 31, 2008, as the bar date
      for the filing of 503(b)(9) Claims.  The Debtors will serve
      notice of the Bar Date and the 503(b)(9) Claim proof of
      claim form to all creditors.

  (b) If a 503(b)(9) Claimant does not submit a 503(b)(9) Proof
      of Claim Form on or before the 503(b)(9) Bar Date, that
      Claimant will be forever barred, estopped and enjoined from
      asserting, collecting or seeking any amounts on account of
      his 503(b)(9) Claim.

  (c) The Debtors will have 60 days from the 503(b)(9) Bar Date
      to serve on the primary service list and the relevant
      503(b)(9) Claimants a statement identifying any 503(b)(9)
      Claims that they dispute and the results of the Debtors'
      consideration of the 503(b)(9) Criteria.

  (d) The Debtors and the 503(b)(9) Claimants will have 60 days
      after delivery of the 503(b)(9) Statement to resolve their
      disputes.

  (e) If any 503(b)(9) Claimants and the Debtors are unable to
      resolve their dispute during the Reconciliation Period, the
      relevant Claimants will file with the Court and serve on
      the Debtors, a request for judicial resolution of disputed
      503(b)(9) Claim that bears the caption of the relevant
      Debtors' Chapter 11 cases, within 15 days after the
      expiration of the Reconciliation Period.

  (f) Any request for judicial resolution of disputed 503(b)(9)
      Claim must specifically refute the Debtors' allegations in
      the 503(b)(9) Statement and comply with the Rule 8(b) of
      the Federal Rule of Civil Procedure.

  (g) The Court will establish a preliminary hearing date to
      establish discovery procedures and fix trial dates.

  (h) If a 503(b)(9) Claimant does not timely file and serve a
      request for judicial resolution of any remaining disputes,
      then the Claimant will be deemed to have waived any
      objection to, and will receive without the Court's further
      order, the treatment of the 503(b)(9) Claim under the
      Debtors' 503(b)(9) Statement.

The Debtors propose these resolution procedures for the
Reclamation Claims:

  (a) On or before October 31, 2008, the Debtors will serve on
      the holders of Reclamation Claims and on the Primary
      Service List a statement listing the Reclamation Claims
      that have been received.

  (b) The Debtors and the Reclamation Claims holders will have a
      30 day reconciliation period after the delivery of the
      Reclamation Statement to resolve their disputes.

  (c) If the Debtors and the Reclamation Claims holders are
      unable to resolve their dispute during the Reconciliation
      Period, the relevant Reclamation Claimant will file with
      the Court and serve on the Debtors and the Primary Service
      List a request for judicial resolution of disputed
      Reclamation Claim bearing the caption of the Debtors'
      Chapter 11 cases, within 15 days after the expiration of
      the Reconciliation Period.

  (d) Any request for judicial resolution of disputed Reclamation
      Claim must specifically refute the Debtors' allegations in
      the Reclamation Statement and comply with the Rule 8(b) of
      the Federal Rule of Civil Procedure.

  (e) The Court will establish a preliminary hearing date to
      establish discovery procedures and fix trial dates.

  (f) If a Reclamation Claimant does not timely file and serve a
      request for judicial resolution of any remaining disputes,
      then that Claimant will be deemed to have waived any
      objection to, and will receive without the Court's further
      order, the treatment of the Reclamation Claim under the
      Debtors' Reclamation Statement.

                      About Greektown Casino

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

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

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

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


GREENPOINT MORTGAGE: Moody's Publishes Underlying Ratings on Notes
------------------------------------------------------------------
Moody's Investors Service published the underlying ratings on the
after certain insured notes.  The underlying ratings were derived
from published ratings on other tranches of the same transaction.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The current ratings on the
notes are consistent with Moody's practice of rating insured
securities at the higher of the guarantor's insurance financial
strength rating or any underlying rating that is public.

Complete list of underlying ratings are:

Issuer: Greenpoint Mortgage Funding Trust 2007-HE1, Mortgage-
Backed Notes, Series 2007-HE1

  -- Class Description: A-1

  -- Current Rating: Ba1

Financial Guarantor: Syncora Guarantee Inc. (B2, under review for
possible upgrade)

  -- Underlying Rating: Ba1

  -- Class Description: A-2

  -- Current Rating: B2, under review for possible upgrade

Financial Guarantor: Syncora Guarantee Inc. (B2, under review for
possible upgrade)

  -- Underlying Rating: Caa2


GSAMP TRUST: S&P Cuts Ratings on Three Classes Lowered to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of mortgage pass-through certificates issued by GSAMP
Trust 2006-S3 to 'D' from 'CCC'.

The downgrades reflect an erosion of credit support to the
affected classes as of the July 25, 2008, distribution date, as,
in S&P's opinion, the collateral continues to incur significant
monthly net losses. The transaction realized a net loss of
$10,049,288 during the July 2008 distribution period, exceeding
the available credit support by approximately $7.32 million, the
amount by which the transaction is now undercollateralized. S&P
expects that the transaction will not become fully collateralized
due to the deteriorating performance of the collateral.

As of the July 25, 2008, distribution date, cumulative realized
losses were 38.19% of the original pool balance, while total
delinquencies were 28.25% of the current pool balance. During the
past six months, the transaction incurred approximately $56.97
million in losses, representing approximately 30% of the total
$188,717,762 in cumulative realized losses. Furthermore, monthly
net losses averaged just over $8.29 million per month during the
past 12 months. The transaction is 26 months seasoned, has a pool
factor of 31.46%, and had an original pool balance of $494.203
million.

S&P originally rated these three classes 'AAA'. S&P first lowered
the ratings to 'BBB' on July 19, 2007, then placed them on
CreditWatch negative on Nov. 16, 2007. Subsequently, S&P
downgraded all three classes to 'CCC' on Dec. 20, 2007. All of the
subordinate classes have already defaulted.

The collateral originally consisted of closed-end, fixed-rate
subprime mortgage loans secured by second liens on residential
real properties. As of the cutoff date, the original combined
loan-to-value (CLTV) ratio was 99.29%, on average, with an average
credit score of 662. In addition, 35.43% of the mortgage loans
were originated in California.

RATINGS LOWERED

GSAMP Trust 2006-S3
Mortgage pass-through certificates
                       Rating
Class               To         From

A-1, A-2, A-3       D          CCC


HANGER ORTHOPEDIC: Moody's Confirms B2 CF Rating, Changes Outlook
-----------------------------------------------------------------
Moody's Investors Service changed the outlook of Hanger Orthopedic
Group Inc. to positive from stable.  In addition, Moody's affirmed
Hanger's ratings, including the B2 Corporate Family Rating.

The positive outlook reflects Moody's expectation for continued
improvement in operating performance and reduction in financial
leverage over the rating horizon driven by healthy same-store
sales growth and operating efficiencies.  Moody's believes the
pricing environment has stabilized due to inflationary price
increases from Medicare and more favorable negotiations with
private payors aided by the success of Hanger's Linkia program.
Further, Moody's believes that the potential for government
reimbursement for the WalkAide product could provide meaningful
upside to Hanger's revenue and cash flow.

The Corporate Family Rating of B2 primarily reflects the company's
modest size and considerable financial leverage as well as the
risks associated with the pricing and reimbursement environment in
the orthotic and prosthetic industry.  The ratings are supported
by the company's competitive position as the largest O&P services
provider in the US, its national footprint and relatively stable,
recurring revenue model.

Rating Affirmed/LGD estimates revised:

  -- $75 million secured revolver due 2011, Ba3 (LGD2, 29%)

  -- $230 million secured term loan due 2013, Ba3 (LGD2, 29%)

  -- $175 million unsecured senior notes due 2014, Caa1 (LGD5,   
     82%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

The outlook is positive.

Hanger (NYSE: HGR), headquartered in Bethesda, MD, is the leading
provider of O&P patient-care services in the US. The company owns
and operates 661 patient care centers in 45 states and the
District of Columbia. The company also generates roughly 11% of
total revenues from its O&P distribution business. For the twelve
months ended June 30, 2008, the company recognized revenue of
approximately $672 million.


HEARTLAND SNACKS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Heartland Snacks LLC
        1305 NW 43rd Terrace
        Kansas City, MO 64116-1688

Bankruptcy Case No.: 08-43247

Type of Business: The Debtor is a wholesale retailer.
                  See: http://www.heartlandsnacks.com/

Chapter 11 Petition Date: Aug. 7, 2008

Court: Western District of Missouri (Kansas City)

Debtor's Counsel: Ronald S. Weiss, Esq.
                   (rweiss@bdkc.com)
                  Berman DeLeve Kuchan & Chapman
                  911 Main St., Suite 2230
                  Kansas City, MO 64105
                  Tel: (816) 471-5900
                  Fax: (816) 842-9955

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/mowb08-43247.pdf


HENRY BELL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Henry Bell
        266 Linden Avenue
        Jersey City, NJ 07305

Bankruptcy Case No.: 08-24830

Chapter 11 Petition Date: August 6, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Leonard S. Singer, Esq.
                  (zandsattys@aol.com)
                  Zazella & Singer
                  48 Mountain View Blvd., P.O. Box 737
                  Wayne, NJ 07474-0737
                  Tel: (973) 696-1700
                  Fax: 973-696-3228

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/NJb08-24830.pdf
                       

HIOCEAN REALTY: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hiocean Realty LLC
        85 East End Avenue, Apt. 9M
        New York, NY 10028

Bankruptcy Case No.: 08-13106

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Brick Hill One Realty LLC                          08-13107

Type of Business: The Debtors own a mansion.
        
Chapter 11 Petition Date: Aug. 7, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                   (amg@robinsonbrog.com)
                  Robinson Brog Leinwand Greene
                  Genovese & Gluck, P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: (212) 586-4050
                  Fax: (212) 956-2164
                  http://www.robinsonbrog.com/

Total Assets: $11,518,000

Total Debts:  $22,295,199

A. A list of Brick Hill's 20 largest unsecured creditors is
   available for free at:

            http://bankrupt.com/misc/nysb08-13107.pdf

B. A list of Hiocean Realty's 20 largest unsecured creditors is
   available for free at:

            http://bankrupt.com/misc/nysb08-13106.pdf


HOW INSURANCE: Claims Bar Date Set for January 12, 2009
-------------------------------------------------------
Certain assets of How Insurance Company, Homeowners Warranty
Corporation, or Home Warranty Corporation, collectively The How
Companies, will be liquidated.

On June 13, 2005, the State Corporation Commission of the
Commonwealth of Virginia entered an order approving plans of
liquidation for The How Companies.  The order, among others,
authorized a deputy receiver to establish a claims bar date and
procedure of claims filing.

The deputy receiver set. Jan 12, 2009, as the last day of claims
filing.

Claims must be submitted on a special proof of claim form and
received by the deputy receiver at:

   Proof of Claim Department
   HOW Companies, In Receivership
   P.O. Box 1557
   Tucker, GA 30085-1557

The form and instructions can be downloaded or printed from  
http://www.howcorp.com/or by calling 1-800-433-7657, or by  
e-mailing howarranty@us.crawco.com, or by writing to the proof of
claims department.


HUDSON MEZZANINE: S&P Lowers Ratings on Intent to Liquidate
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of notes from Hudson Mezzanine Funding 2006-1 Ltd. S&P
left four of the lowered ratings on CreditWatch with negative
implications and removed two from CreditWatch.

The downgrades follow notification from the trustee of the
transaction's controlling noteholders' intent to liquidate the
collateral and terminate the deal.

The deal experienced an event of default (EOD) on July 22, 2008,
as a result of failure to pay interest to the class B notes.

Hudson Mezzanine Funding 2006-1 Ltd. is a hybrid collateralized
debt obligation of asset-backed securities (CDO of ABS)
transaction collateralized at the time of the initial rating by
mezzanine residential mortgage-backed securities (RMBS) and other
structured finance assets.

RATINGS LOWERED AND REMAINING ON CREDITWATCH NEGATIVE

Hudson Mezzanine Funding 2006-1 Ltd.
                  Rating
Class       To                  From
S           B/Watch Neg         AA/Watch Neg

UnfdSrs     CCC-srb/Watch Neg   BBB-srb/Watch Neg
A-f         CCC-/Watch Neg      BB-/Watch Neg             
A-b         CCC-/Watch Neg      BB-/Watch Neg             

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Hudson Mezzanine Funding 2006-1 Ltd.  
                 Rating
Class       To           From

B           CC           B-/Watch Neg
C           CC           CCC-/Watch Neg


HUISH DETERGENT: Moody's Places Ratings Under Review for Upgrade
----------------------------------------------------------------
Moody's Investors Service placed Huish Detergent Inc.'s ratings
under review for possible upgrade given the expected improvement
to the company's capital structure and financial performance
following the proposed merger with the Unilever detergent assets
acquired by Vestar Capital.

Huish will remain under review until the merger is effected and
the final capital structure and business combination is evident.
Given expectations that the debt will remain in place, Moody's
will re-evaluate the company's ratings in light of several factors
including the potential synergies associated with the combination,
an anticipated decrease in leverage, the potential for improved
credit metrics and the expectation that the Huish debt will be
senior to the vast majority of the financing for the Unilever
assets.  While, in Moody's view, the merger would present good
opportunities for synergies (albeit with some integration risk),
high raw material costs and the weakening economy have put
pressure on some operators, particularly operators of mid-tier
brands.  However, Huish's private label brands are expected to
experience more positive momentum given the increase in price
consciousness among consumers.  Notably, prices increases are
expected across the spectrum after the recent unprecedented rise
in raw material and distribution expense.

Ratings Under Review for Positive Upgrade:

  -- Corporate family rating at B2;

  -- Probability of default rating of B2;

  -- $100 million senior secured revolving credit facility due
     2013 at B1 (LGD 3, 36%);

  -- $650 million first lien term facility due 2014 at B1 (LGD 3,   
     36%);

  -- $225 million second lien term facility due 2014 at Caa1 (LGD
     5, 88%);

Huish Detergents Inc., based in Salt Lake City, Utah, is a leading
private label and value-brand manufacturer of laundry and dish
detergents, fabric softeners and related household and personal
care products.  Huish produces value branded products under the
Sun brand and is a contract manufacturer for several large
international consumer products companies.


HYPERION FOUNDATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Hyperion Foundation, Inc.
        dba Oxford Health & Rehabilitation Center
        6428 U.S. Highway 11
        Lumberton, MS 39455

Bankruptcy Case No.: 08-51288

Related Information: Douglas K. Mittleider, manager, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: August 5, 2008

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  587 Highland Colony Pkwy.
                  P.O. Box 3380
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050
                  cmgeno@harrisgeno.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


IFM COLONIAL: S&P Affirms 'BB+' Corp. Rating; Outlook Is Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating and 'BBB' issue-level rating on IFM (US) Colonial
Pipeline 2 LLC's (IFM) $225 million senior secured term loan due
2012. At the same time, S&P affirmed its secured recovery rating
of '1', indicating that lenders can expect very high (90%-100%)
recovery in the event of a payment default.

The ratings on IFM, a U.S. subsidiary of Australia-based Industry
Funds Management (not rated), reflect the company's satisfactory
business profile and aggressive financial profile. IFM's only
asset is its 15.8% equity stake in Colonial Pipeline Co.
(A/Stable/A-1), a refined products pipeline that originates in the
Gulf Coast and terminates in the Northeast.

The 'BB+' rating reflects IFM's aggressive financial policy due to
the company's dependence on the dividend stream from Colonial for
debt service, with a very small debt service reserve of about six
months' worth of interest payments. The reserve is triggered when
IFM's interest coverage ratio falls below 1.25x or there is an
event of default under the credit agreement.

The outlook on IFM is stable. S&P could lower the ratings or
revise the outlook to negative if a substantial dividend deferral
occurs without some additional liquidity, provided that it is
sufficient to support IFM's debt service obligations through the
deferral period. "We could also revise the outlook to negative if
there are persistent operating problems at Colonial, or there is a
shift in corporate strategy that would introduce new business or
financial risks into Colonial's credit profile," said Standard &
Poor's credit analyst Michael V. Grande.

"A ratings upgrade or an outlook revision is unlikely, unless
there is a significant change in financial policy, which we view
as remote," he continued.


IRONWOOD LLC: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Ironwood, LLC
        dba The Grey Goose Golf Club
        fka VJS, LLC
        5402 Bluffton Road
        Fort Wayne, IN 46809

Bankruptcy Case No.: 08-12605

Chapter 11 Petition Date: Aug. 4, 2008

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Scot T. Skekloff, Esq.
                   (sts@sak-law.com)
                  Skekloff, Adelsperger & Kleven, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260)407-7000
                  Fax: (260)407-7137

Estimated Assets: $500,000 to $1 million

Estimated Debts:  $1 million to $10 million

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

        http://bankrupt.com/misc/innb08-12605.pdf                       


JAMES WILSON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: James Nile Wilson, Jr.
         aka James N. Wilson, Jr.
         aka James N. Wilson
         dba Performance Lawn & Irrigation, Inc.
         aka Nile Wilson

         Cynthia Ivester Wilson
         aka Cynthia I. Wilson
         142 Reep Road
         Kings Mountain, NC 28086

Bankruptcy Case No.: 08-40509

Chapter 11 Petition Date: August 3, 2008

Court: Western District of North Carolina (Shelby)

Judge: George R. Hodges

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

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

Estimated Debts:  $1 million to $10 million

A copy of the Debtors' list of 20 Largest Unsecured Creditors is
available at http://bankrupt.com/misc/ncwb08-40509.pdf


JHT HOLDINGS: Court Approves Amended Disclosure Statement
---------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved an amended disclosure statement explaining an amended
Chapter 11 plan of liquidated filed by JHT Holdings Inc. and its
debtor affiliates on July 25, 2008.

A hearing is set for Sept. 17, 2008, to consider confirmation
of the amended plan.

The Debtors state that the plan maximizes their value and that
any alternative to confirmation of the plan, such as liquidation
or an alternative plan, would result in significant delays,
litigation and additional costs.

The plan reflects certain agreements between the Debtors and the
prepetition lenders including General Electric Capital
Corporation; Highland Capital Management L.P.; Spectrum Partners
L.P.; and D.B. Zwim Special Opportunities Fund Ltd., owed in the
aggregate amount of $136,000,000 in secured debt.  The plan
further contemplates:

   a) the payment in full, in cash, of the allowed prepetition
      advance claims, debtor-in-possession facility claims,
      administrative claims and priority claims;

   b) exchange of the prepetiton lenders' secured claims for,
      among other things:

      -- the exit second-lien loan in the principal amount of
         $60,000,000, and

      -- 70% of the new stock of reorganized holdings;

   c) reinstatement of intercompany claims and interests; and

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

Prior to their bankruptcy filing, the Debtors entered into a
lockup agreement with their prepetition lenders on June 23, 2008.  
The lockup agreement includes, among other things:

   -- terms for the proposed first-lien exit revolving lien with a
      maximum commitment of $35,000,000 and second-lien exit term
      loan in the principal amount of $60,000,000;

   -- a fully-negotiated senior secured debtors-in-possession
      credit agreement with availability of up to:

        i) $22,000,000, on interim basis, and

       ii) $25,000,000, on final basis;

   -- terms for the new stock to be issued by the reorganized
      holdings; and

   -- certain corporate governance terms including voting rights
      and the composition of the initial board of directors of the
      reorganized holdings.

On June 25, 2008, the Court authorized the Debtors to obtain, on
interim basis, up to $22,000,000 in financing under a revolving
credit facility from a consortium of financial institutions led by
General Electric, as agent and lender.  The facility will be used
to supplement their liquidity status.

The amended plan classified interests against and claims in the
Debtors in nine classes.  The classification of interests and
claims are:

               Treatment of Interests and Claims

              Type                          Estimated  Estimated
Class         of Claims       Treatment       Amount   Recovery
-----         ---------       ---------  -----------  ---------
unclassified  administrative              $15,000,000       100%
              claims

unclassified  priority taxes                  $20,000       100%
  
unclassified  IFTA priority                $1,000,000       100%
              taxes

unclassified  DIP facility                $14,000,000       100%
              claims

1             prepetition     unimpaired   $1,200,000       100%
              advances
              claims

2             prepetiton      impaired   $136,000,000      48.9%
              facilities
              claims

3             other secured   unimpaired            $0      100%
              claims

4             other priority  unimpaired            $0        0%
              claims

5             general         impaired     $95,000,000        0%
              unsecured
              claims

6             ESOP Put                              $0        0%  
              claims

7             intercompany    unimpaired    reinstated      100%
              claims

8             intercompnay    unimpaired    reinstated      100%
              interests

9             equity          impaired              $0        0%
              interests

Only Class 2 holders are entitled to vote for the amended
plan.  Moreover, holder will receive a pro rata share of:

   i) the exit second-lien loan;

  ii) 70% of the new stock of reorganized holdings, subject to
      dilution only by any new stock, options, or other equity
      awards issued pursuant to the management incentive plan,
      if any; and

iii) an unsecured deficiency claim in the compromised amount of
      $65,000,000, held by the prepetition agent for the pro
      rata benefit of the prepetition lenders, which shall
      constitute an allowed Class 5 claim.

At the sole discretion of Class 2 holders and the exit revolving
lenders, the new stock the receive will be new limited voting
common stock in lieu of new common stock.  On the effective date,
Holders will be deemed to authorize and consent to the
distribution, of up to 30% of the new stock to the exit revolving
lenders.

In addition, any letters of credit issued and outstanding under
the prepetition credit agreement will be either:

   a) automatically converted to letters of credit issued pursuant
      to the exit revolving facility, or

   b) backstopped by reorganized holdings through the posting of
      a supporting letter of credit or letters of credit with the
      prepetition agent from a letter of credit issuer
      satisfactory to the prepetition agent and the Required
      Lenders in a face amount equal to 105% of the sum of all
      outstanding letter of credit obligations under the
      prepetition credit agreement, provided, however, that the
      backstopped letter of credit obligations must expire within
      three months of the plan's effective date.

Holders of Class 1, 3, and 4 will be paid in full on the plan's
effective date.

Class 7, 8 and 9 claims will reinstated.  Class 7 and 8 claims
will be transferred to the reorganized Debtors to which the
Debtors' assets are revested, but Class 9 will be canceled under
the plan.

Holders of Class 5 and 6 will not receive any property from the
Debtors' on the plan's effective date.

A full-text copy of the Debtors' amended chapter 11 plan is
available for free at http://ResearchArchives.com/t/s?308b

A full-text copy of the Debtors' amended disclosure statement
is available for free at http://ResearchArchives.com/t/s?308c

                        About JHT Holdings

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

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

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

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


JIM PALMER: Actionview Hires Counsel to Review $250,000 Loan Deal
-----------------------------------------------------------------
ActionView International Inc. has retained a Montana-based legal
counsel to protect the company's interests in the Chapter 11
bankruptcy filing of Jim Palmer Trucking Inc.

ActionView said in a news statement it had entered into a letter
of intent with Jim Palmer Trucking for an acquisition transaction.
As part of the anticipated acquisition, ActionView provided a
$250,000 loan to Jim Palmer on May 5, 2008.

ActionView said Jim Palmer Trucking creditors were to met on
August 8, 2008, and its legal counsel was to attend the hearing.

ActionView management has expressed several issues of concern
related to the bankruptcy filing, including its close proximity in
time to Jim Palmer Trucking's acceptance of the loan from
ActionView International.

"Protection of the company's interests in this case is paramount,
and we are pleased to have engaged a highly qualified attorney to
represent ActionView International and its shareholders," said
Steven R. Peacock, CEO of the company. "We will continue to
provide updates on this case whenever possible."

ActionView International also disclosed it is completing its
initial due diligence on new acquisition candidates and expects to
enter into a preliminary agreement with one company within the
next several days. Management's focus has been to identify the
acquisition candidate that possesses the best possible long-term
value for the company's shareholders.

               About ActionView International Inc.


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

                    About Jim Palmer Trucking

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

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


JOEL HOLLOWELL: Case Summary & XX Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Joel F. Hollowell Oil Company, Inc.
        P.O. Box 237
        Winfall, NC 27985

Bankruptcy Case No. 08-05299

Type of Business: The Debtor is an oil company.

Chapter 11 Petition Date: August 6, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com   

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

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's list of 15 Largest Unsecured Creditors is
available at http://bankrupt.com/misc/nceb08-05299.pdf   


JOHN JENSEN: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: John Thomas Jensen
         Mary Magdalen Jensen
         3000 West 44th Street
         Minneapolis, MN 55410

Bankruptcy Case No.: 08-43968

Chapter 11 Petition Date: August 7, 2008

Court: District of Minnesota (Minneapolis)

Judge: Dennis D O'Brien

Debtors' Counsel: William A. Vincent, Esq.
                  William A Vincent PA
                  17736 Excelsior Boulevard
                  Minnetonka, MN 55345
                  Tel: (952) 401-8883
                  Fax: (952) 401-8889
                  E-mail: wavpatax@aol.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of the Debtors' list of 10 Largest Unsecured Creditors is
available at: http://bankrupt.com/misc/mnb08-43968.pdf


LINENS 'N THINGS: Now Obliged to File Chapter 11 Plan by August 29
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved amendments to Linens 'N Things and its debtor-affiliates'
$700,000,000 DIP credit agreement with General Electric Capital
Corporation, as agent.

The amendments, among other things, provide that the Debtors will
default on their DIP Facility if they fail to:

   -- deliver to the Agents, the Ad Hoc Committee of Noteholders
      and the Official Committee of Unsecured Creditors a term
      sheet for a proposed consensual plan of reorganization on
      or prior to August 1, 2008;

   -- assume relevant leases or obtain lease extension letters by
      August 1, with respect to all of their warehouse locations,
      and not less than 80% of the Debtors' retail locations,
      other than the permitted store closings;

   -- distribute to prospective liquidators "bid books" covering
      the non-extended lease locations prior to August 8;

   -- complete the auction for inventory at the non-extended
      lease locations prior to August 27;

   -- obtain Court's order approving the sale of the inventory at
      the non-extended lease locations by August 28, and the
      failure to consummate that sale by August 29;

   -- deliver to the Agents by August 15 a term sheet reflecting
      a proposed Consensual Plan of Reorganization, which is
      likely be approved by the Court;

   -- file with the Court the Plan and Disclosure Statement by
      August 29;

   -- obtain approval of the Disclosure Statement by October 12;

   -- complete the solicitation of the Plan and Disclosure
      Statement by November 17; and

   -- obtain a confirmation order by December 1.

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

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

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

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

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


LINENS 'N THINGS: Noteholders Want Adequate Protection Effectuated
------------------------------------------------------------------
The Noteholders Committee of Linens 'N Things and its debtor-
affiliates asks the United States Bankruptcy Court for the
District of Delaware to have the adequate protection provisions
approved by the Court in the Final DIP Order and Collateral Order  
effectuated.

In connection with the request, the Noteholders Committee also
seek the Court's authority to employ Houlihan Lokey Howard & Zukin
Capital, Inc., as its financial advisor.

Pursuant to an indenture dated as of February 14, 2006, among the
Debtors, as issuers or guarantors, and The Bank of New York, as
collateral agent and trustee, the Debtors incurred indebtedness
to holders of certain Senior Secured Floating Rate Notes due 2014
in the aggregate principal amount at maturity of $650,000,000.

To secure the Notes, the Debtors granted to the Indenture Trustee
and the Noteholders security interests in and liens on, among
other things, substantially all of the Debtors' assets.  
Specifically, amounts outstanding under the Indenture were
secured by:

    (i) a second priority security interest in all of the
        Debtors' inventory, accounts receivable, general
        intangibles, chattel paper, instruments, letter of credit
        rights, and certain deposit accounts, securities accounts
        and capital stock of certain subsidiaries; and

   (ii) a first priority security interest in the Debtors'
        equipment, real estate assets, intellectual property,
        certain deposit accounts, the capital stock of Linens 'N
        Things, Inc., and of certain subsidiaries.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that the final order approving the
Debtors' postpetition financing governs the relative priority of
the Indenture Liens, and other liens asserted against the
Debtors.

Ms. Jones asserts that within any reasonable range of outcome,
collateral securing the DIP obligations will be sufficient to
repay the DIP in full.  She notes that the remaining collateral,
like excess DIP collateral and Indenture collateral, likely would
be insufficient to satisfy all of the Debtors' obligations under
the Indenture.  Thus, the Noteholders, in all likelihood, are the
fulcrum class of creditors and the Debtors' largest unsecured
creditors, he continues.

Under the final order allowing the use of prepetition lenders'
collateral, the Court directed the Debtors to grant adequate
protection to the Indenture Trustee and Noteholders.  Judge
Sontchi also ordered the Debtors to provide (i) superpriority
claims under Section 507(b) of the Bankruptcy Code, (ii) security
interests in and liens on the DIP Collateral, and (iii) payment of
reasonable fees, costs and expenses, including all legal and other
professionals' fees and expenses of the Indenture Trustee and the
Ad Hoc Committee of Noteholders.

Beginning in March 2008, the Debtors began extensive discussions
with their key constituencies regarding their economic condition,
the potential bankruptcy filing, and general terms for a possible
restructuring, Ms. Jones relates.  She contends that the relief
sought is essential to effectuating the agreement reached between
the Debtors, the Noteholders Committee and Houlihan Lokey
prepetition, and to honor the agreement contemplated in the
adequate protection granted to the Noteholders in the Final DIP
Order.

The Noteholders Committee assures Judge Sontchi that the
request's proposed order is acceptable to both the Debtors and
the Official Committee of Unsecured Creditors.

                     Houlihan Lokey Retention

Houlihan Lokey will provide financial advisory and related
services in connection with the Noteholders Committee's
consideration of a financial restructuring transaction involving
the Debtors, including the possible implementation of a plan of
reorganization under the Bankruptcy Code.  In addition, Houlihan
Lokey will, if requested by the Noteholders Committee:

   -- evaluate the Debtors' assets and liabilities;

   -- analyze and review the Debtors' financial condition,
      operations, liquidity and related matters;

   -- analyze business plans, operational strategy and forecasts
      of the Debtors;

   -- evaluate all aspects of the Debtors' near-term liquidity,
      including various financing alternatives;

   -- provide specific valuation or other financial analysis in
      connection with the Debtors' financial restructuring;

   -- assess, formulate and implement options for restructuring,
      reorganization and other strategic alternatives for the
      Debtors;

   -- provide expert testimony relating to the Debtors' financial
      matters; and

   -- provide other financial services, including evaluating and
      advising on any DIP financing, cash collateral, and
      adequate protection arrangements.

The bankruptcy estates will pay Houlihan Lokey a monthly fee of
$175,000, and will also reimburse the firm's reasonable out-of-
pocket expenses.  The Debtors will also pay the firm a cash fee
equal to:

   -- $800,000 as minimum transaction fee; plus

   -- incentive fees in an amount equal to these percentages of
      all consideration received by the Notes:

      * 1.5% of any amount in excess of $195,000,000, but less
        than $325,000,000; plus

      * 2.25% of any amount in excess of $325,000,000, but less
        than $487,500,000; plus

      * 3% of any amount in excess of $487,500,000.

Ms. Jones notes that the Incentive Fee will be reduced by 50% of
the Monthly Fees paid to, and received by, Houlihan Lokey after
the sixth Monthly Fee, but in no event will the Incentive Fee be
less than zero.

The Noteholders Committee has agreed that any transaction fees or
indemnity obligations due to Houlihan Lokey will be deducted from
the consideration that would otherwise be paid in the bankruptcy
cases by the Debtors to the class of Noteholders.

Ms. Jones points out that Houlihan Lokey's retention, and the
Debtors' request for protection under the DIP Final Order, are
essential to effectuating the agreement reached between the
Debtors, the Noteholders Committee and Houlihan Lokey
prepetition, and to honor the agreement contemplated in the
adequate protection granted to the Noteholders in the Final DIP
Order.  She notes that the Debtors and the Noteholders will
benefit from Houlihan Lokey's vast experience and knowledge in
negotiating and formulating a value maximizing the bankruptcy
estates.

Jonathan Cleveland, managing director at Houlihan Lokey, assures
the Court that the firm does not hold any interest against the
Debtors.

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

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

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

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

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


LINENS 'N THINGS: To Waive Preference Claims Against Landlords
--------------------------------------------------------------
To avoid being in default under their $700,000,000 DIP Agreement
with General Electric Capital Corp., as agent, due to marginally
lower than required sales performance, Linens 'n Things and its
debtor-affiliates sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to amend their DIP
Agreement to, among other things, waive specific defaults under
the agreement, relates Mark D. Collins, Esq., at Richards, Layton
& Finger P.A., in Wilmington, Delaware.

The DIP Amendment provides that Sections 8.01(p)(i) through
8.01(p)(xix) of the DIP Agreement will be deleted, and will be
replaced by new provisions, which provide that the Debtors will
default on their DIP Facility if they fail to, among other
things:

   -- deliver to the Agents, the Ad Hoc Committee of Noteholders
      and the Official Committee of Unsecured Creditors a term
      sheet for a proposed consensual plan of reorganization by
      August 1, 2008; and

   -- assume relevant leases or obtain lease extension letters by
      August 1, with respect to all of their warehouse locations,
      and not less than 80% of the Debtors' retail locations,
      other than the permitted store closings.

Mr. Collins explains that the Debtors must, by August 1, either
(i) assume 80% of their remaining retail location real property
leases that are other than those in the permitted store closings,
or (ii) obtain written consent of the landlords to an extension of
the Debtors' time to assume or reject the Remaining Leases through
March 31, 2009.

The Debtors seek the Court's authority to waive potential causes
of action, in their sole discretion and after consultation with
their Creditors Committee, against certain of the lessor parties
to the Remaining Leases pursuant to Sections 547 and 550 of the
Bankruptcy Code.

"The Debtors believe that it would be imprudent to precipitously
move to assume 80% of the Remaining Leases in the extremely
compressed timeframe set forth in the DIP Amendment," Mr. Collins
tells the Court.  Consequently, he notes, the Debtors have
negotiated with the landlords to the Remaining Leases to obtain
the consent of 80% of those landlords to extend the Debtors' time
to decide on the Remaining Leases through March 31, 2009.

Mr. Collins discloses that a number of the Landlords have
demanded that, in exchange for the consent to the extension, the
Debtors seek authorization from the Court to waive any potential
causes of action against the Landlords.  The Debtors do not
believe that they have any substantial preference claims against
any of the Landlords.

The Debtors believe that the relief requested is an extremely
important component to the process of obtaining the necessary
consents for the March 31 extension and, consequently, is in the
best interest of the bankruptcy estates.  Mr. Collins contends
that if the necessary consents are not obtained by August 1, the
Debtors will be in default of the DIP Amendment to the extreme
detriment of the creditors and estates.  However, if the Debtors
are able to obtain the requisite level of consents by August 1,
they will be in a position to proceed with their restructuring
plans for the bankruptcy cases to the benefit of the creditors.

The Debtors further believe that the approval of their request
will greatly facilitate the process of gathering the necessary
consents consistent with the DIP Amendment within the very short
period of time that they have to do so.  Mr. Collins assures
Judge Sontchi that the Creditors Committee fully supports the
relief requested.

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

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

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

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

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


LINENS 'N THINGS: Proposes October 6 Claims Bar Date
----------------------------------------------------
Linens 'n Things and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to establish:

   -- October 6, 2008, at 5:00 p.m. Prevailing Pacific Time, as
      general claims bar date for filing prepetition claims;

   -- the later of:

      * the General Bar Date; or

      * 20 days from the date the Debtors provided notice of the
        amendment

      as specific bar date for filing affected claims in the
      event the Debtors amend their schedules of liabilities;

   -- the later of:

      * the General Bar Date;

      * the date the Debtors are authorized to reject contracts
        or leases; or

      * 30 days after an order or notice is provided

      as the specific bar date for filing claims in connection
      with the Debtors' rejection of various executory contracts
      and unexpired leases;

   -- October 29, 2008, at 5:00 p.m. Prevailing Pacific Time as
      the deadline for all governmental units to file a proof of
      claim;

   -- approve the form and manner for filing proofs of claim,
      which the Debtors prepared based on Official Bankruptcy
      Form No. 10; and

   -- approve the proposed form of notice.

Mark D. Collins, Esq., at Richards, Layton & Finger P.A., in
Wilmington, Delaware, says that there are several categories of
claimants who, as a matter of law, procedure or case
administration, should not be required to file a proof of claim
by the applicable Bar Date.  Specifically, the Bar Dates should
not apply to:

   (a) claimants, who already filed a claim against the
       Debtors with the Clerk of the Bankruptcy Court for the
       District of Delaware using a form similar to Official Form
       10;

   (b) any claim that is listed on the Debtors' schedules,
       provided that:

       * the claim is not scheduled as "disputed," "contingent"
         or "unliquidated;"

       * the claimant does not disagree with the amount, nature
         and priority of the claim as set forth in the schedules;
         and

       * the claimant does not dispute that the claim is an
         obligation of the specific Debtor(s) as set forth in the
         schedules;

   (c) any claim that the Court allowed before the Bar Date
       Order;

   (d) any claim that has been paid in full by any of the Debtors
       or any other party;

   (e) any claim that is subject to specific deadlines fixed by
       the Court;

   (f) any claim held by a Debtor in the Chapter 11 cases;

   (g) any claim of the Debtors' current employee, if the Court
       has authorized them to honor the claim in the ordinary
       course as a wage or benefit;

   (h) any claim of the Debtors' customer, if the Court has
       authorized them to honor the claim in the ordinary course
       as a customer program or obligation;

   (i) any claim that is limited exclusively to the repayment of
       principal, interest and other applicable fees and charges
       owed under any bond or note issued by the Debtors pursuant
       to an indenture;

   (j) any claimant, whose claim is based on an interest in an
       equity security of the Debtors; and

   (k) any claims allowable under Sections 503(b) and 507(a)(1)
       of the Bankruptcy Code as administrative expenses of the
       bankruptcy estates, with the exception of claims allowable
       under Section 503(b)(9), which are subject to General Bar
       Date.

                       The Proof of Claim

The Debtors propose to provide, with the assistance of Kurtzman
Carson Consultants LLC, a "personalized" proof of claim to each
of the creditors listed on the schedules.  The proof of claim,
which is based on the Official Form No. 10, will include
information reflected in the schedules.  Each creditor will have
an opportunity to inspect the proof of claim, and correct any
erroneous data.

The proposed proof of claim form and the personalized information
will reduce delay, confusion and expense in the cases,
Mr. Collins asserts.  It will also make possible the matching of
scheduled and filed claims, while providing additional time for
each creditor to correct any information.

Mr. Collins informs the creditors that their proofs of claim
should state a claim against only one Debtor, and clearly
indicate the Debtor against which the creditor is asserting a
claim.  He notes that the proof of claim must include supporting
documentation.  He reminds the creditors that KCC will not accept
a proof of claim sent by facsimile or e-mail.

The Debtors propose to complete the mailing of the Bar Dates'
notices and proof of claim no later than five business days after
the Court's approval of the Bar Dates.  KCC will serve the Bar
Date Package on certain parties, including the Office of the U.S.
Trustee, committees' counsel, counsel to the agent for the
Debtors' postpetition secured lenders, and all creditors and
other known holders of claims.

In addition to providing notice to individual recipients, and in
the interest of ensuring that all claimants receive notice of the
Bar Dates, the Debtors submit that it would be in the best
interest of their estates to give additional notice of the Bar
Dates by publication.  Hence, the Debtors seek authority to
publish the notice in the national edition of each of the New
York Times, Wall Street Journal, and USA Today on one occasion on
or before September 5, 2008.

                 Management of Claims Processing

The Debtors believe that thousands of parties are entitled to
receive the Bar Date Notice in the Chapter 11 cases.  To
alleviate the burden on the Clerk's Office, the Debtors propose
to use the services of KCC, as applicable, to coordinate the
claims administration process.

The Debtors anticipate establishing supplemental bar dates on a
very limited basis where necessary to ensure that all known and
unknown creditors receive the Bar Date Package.  To minimize any
time and expense, the Debtors seek the Court's permission to
establish Supplemental Bar Dates upon the written consent of the
Creditors Committee with respect to (i) creditors as to which re-
mailing of the Bar Date Package is appropriate, but cannot be
accomplished in time to provide at least 30 days' notice of the
Bar Date, and (ii) other creditors that become known to the
Debtors after the applicable Bar Date.

The Debtors propose to file notices of Supplemental Bar Date with
the Court.  In addition, the Debtors propose to mail a Bar Date
Package, modified to include the Supplemental Bar Date, to known
creditors, who are subject to the Supplemental Bar Date.

The Debtors further seek permission to provide 30 days' notice of
any Supplemental Bar Date because that date may be established
later in the cases, at a time when delay resulting from an
extended notice period could hinder the progress of the cases.  
The Debtors believe the vast majority of parties-in-interest will
be subject to the Bar Date, and will receive at least 45 days'
notice.

                     About Linens 'n Things

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

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

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

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

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


MASSEY ENERGY: To Buy Back $335MM in 6.625% Senior Notes Due 2010
-----------------------------------------------------------------
Massey Energy Company commenced a cash tender offer and consent
solicitation for any and all of its outstanding $335 million in
aggregate principal amount of 6.625% senior notes due 2010.  In
connection with the 6.625% Notes tender offer, Massey is
soliciting the consents of the holders of the 6.625% Notes to
proposed amendments to the indenture governing the 6.625% Notes.

Under the terms of the 6.625% Notes tender offer, Massey is
offering to purchase the outstanding 6.625% Notes for a total
consideration, per each $1,000 principal amount of the 6.625%
Notes, equal to:

   (i) the sum of the present value on the Initial Payment Date
of:

       (a) $1,016.56 (the amount payable on November 15, 2008,
which is the first date the 6.625% Notes can be redeemed at this
amount under the indenture -- Next Call Date", plus

       (b) the interest that would be payable on, or accrue from,
May 15, 2008, the most recent interest payment date on the 6.625%
Notes immediately preceding the Initial Payment Date, until the
Next Call Date, in each case, determined on the basis of a yield
-- Tender Offer Yield -- to the Next Call Date equal to the sum
of:

           (x) the bid-side yield on the 3.375% U.S. Treasury Note
due November 15, 2008, as calculated by UBS Securities LLC, the
dealer manager for the Offer, in accordance with standard market
practice, as of 2:00 p.m., New York City time, on August 18, 2008,
or, if the Offer Expiration Date, is extended by 10 or more
business days, on the 10th business day prior to the extended
Offer Expiration Date, as reported by Bloomberg Government Pricing
Monitor or, if any relevant price is not available on a timely
basis on the Bloomberg Page or is manifestly erroneous, such other
recognized quotation source as the Dealer Manager shall select in
its sole discretion, plus

           (y) 50 basis points (such price being rounded to the
nearest cent per $1,000 principal amount of 6.625% Notes) -- Fixed
Spread -- minus

  (ii) accrued and unpaid interest from May 15, 2008 to, but not
including, the Initial Payment Date.

The consent payment of $25.00 per $1,000 principal amount of Notes
is included in the calculation of the total consideration and is
not in addition to the total consideration.  Holders who validly
tender and do not withdraw on or prior to 5:00 p.m. New York City
time, on August 18, 2008, will be eligible to receive the total
consideration. Holders who validly tender after the Consent Date
and do not withdraw on or prior to the Offer Expiration Date will
be eligible to receive only the tender consideration, which equals
the total consideration minus the Consent Payment of $25.00 per
$1,000 principal amount of the 6.625% Notes.

The 6.625% Notes tender offer will expire at midnight, New York
City time, on September 2, 2008, unless extended or otherwise
earlier terminated. Payments of total consideration for the 6.625%
Notes validly tendered and not withdrawn on or prior to the
Consent Date and accepted for purchase will be made promptly after
the Consent Date.  Massey expects the Initial Payment Date to be
August 19, 2008. Payments of the tender consideration for the
6.625% Notes validly tendered after the Consent Date and on or
prior to the Offer Expiration Date and accepted for purchase will
also be made promptly after the Offer Expiration Date.

The consummation of the 6.625% Notes tender offer is conditioned
upon, among other things, the receipt of a minimum of $600 million
in aggregate gross proceeds through certain offerings of
convertible notes and common stock and the consent of the holders
of a majority in aggregate principal amount of the 6.625% Notes to
the proposed amendments to the indenture governing the 6.625%
Notes. The 6.625% Notes tender offer is also subject to customary
closing conditions. If any of the conditions are not satisfied,
Massey is not obligated to accept for payment, purchase or pay
for, or may delay acceptance for payment of, any tendered 6.625%
Notes, and may terminate the 6.625% Notes tender offer.  Full
details of the terms and conditions of the 6.625% Notes tender
offer are included in Massey's offer to purchase and consent
solicitation statement, dated August 5, 2008, and the related
letter of transmittal and consent, which will be mailed to holders
of the 6.625% Notes.

Massey has retained UBS Investment Bank to act as dealer manager
and solicitation agent for the tender offer and consent
solicitation.

Massey Energy Company (NYSE: MEE), headquartered in Richmond,
Virginia, with operations in West Virginia, Kentucky and Virginia,
is the fourth largest coal producer by revenue in the United
States and is included in the S&P 500 index.


MASSEY ENERGY: To Issue $250MM in Stock, $600MM in 2015 Notes
-------------------------------------------------------------
Massey Energy Company intends to offer, subject to market and
other conditions, $250 million of its common stock in a registered
underwritten public offering. In connection with the common stock
offering, Massey intends to grant the underwriters an option to
purchase up to an additional $37.5 million of its common stock to
cover overallotments, if any.

Concurrently with the common stock offering, Massey also intends
to offer, subject to market and other conditions, $600 million
aggregate principal amount of convertible senior notes due 2015 in
a registered underwritten public offering. In connection with the
convertible notes offering, Massey intends to grant the
underwriters an option to purchase up to an additional $90 million
in aggregate principal amount of convertible notes to cover
overallotments, if any. The convertible notes will be convertible
under certain circumstances and during certain periods into (i)
cash, up to the aggregate principal amount of the convertible
notes subject to conversion and (ii) cash, Massey's common stock
or a combination thereof, at Massey's election, in respect of the
remainder (if any) of Massey's conversion obligation. The interest
rate, conversion rate, offering price and other terms of the
convertible notes will be determined by negotiations between the
underwriters and Massey.

The common stock offering and the convertible notes offering are
being conducted as separate public offerings and are not
contingent upon each other. Massey intends to use the proceeds of
the offerings to fund the purchase of its 6.625% senior notes due
2010 and for general corporate purposes.

UBS Investment Bank and J.P. Morgan Securities Inc. are acting as
joint book-running managers for both of the offerings.

The common stock offering and the convertible notes offering are
being made pursuant to a registration statement filed with the
Securities and Exchange Commission.

Massey Energy Company (NYSE: MEE), headquartered in Richmond,
Virginia, with operations in West Virginia, Kentucky and Virginia,
is the fourth largest coal producer by revenue in the United
States and is included in the S&P 500 index.


MASSEY ENERGY: S&P Assigns 'B+' Rating to $600MM Notes Due 2015
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue rating,
the same as the corporate credit rating, and '3' recovery rating
to Massey Energy Co.'s (B+/Positive/--) proposed $600 million
senior unsecured convertible notes due 2015. The recovery rating
of '3' indicates the expectation of meaningful (50%-70%) recovery
in the event of a payment default.

Massey will use proceeds from the proposed notes, in conjunction
with a planned $250 million equity offering, to tender for its
6.625% senior notes due 2010 (of which $335 million is currently
outstanding) and for general corporate purposes.

"Richmond, Va.-based Massey's credit quality reflects its limited
geographic diversity, high cost position, and somewhat aggressive
financial policy as well as the difficult mining conditions in
Central Appalachia," noted Standard & Poor's credit analyst
Sherwin Brandford. "Still, the company is the largest producer of
high-quality, low-sulfur coal in Central Appalachia, with an
extensive reserve


MCG CAPITAL: Fitch Cuts Issuer Default Rating to 'BB+' from 'BBB-'
------------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating and
unsecured debt rating of
MCG Capital Corporation to 'BB+' from 'BBB-'.  The Rating Outlook is
Negative.  Approximately
$75 million of unsecured debt is affected by this action.

Fitch downgrades these ratings:

  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Senior unsecured debt to 'BB+' from 'BBB-'.

The downgrade reflects MCG's reduced funding flexibility as a result of
extended disruptions in the
collateralized loan obligation markets and the expectation that the
company will be unable to obtain
additional secured funding until capital market conditions improve.
Funding is limited to available
capacity on the company's unsecured revolver and capacity on the
warehouse facility, although
actual capacity on the warehouse is limited by the need for
overcollateralization.

Following the announcement of staffing reductions and the temporary
suspension of the dividend,
Fitch believes liquidity levels will be adequate to support current
portfolio investments and
operations; however, the company's profitability potential will be
negatively affected by an inability
to originate new investments to any significant degree.

The Negative Outlook reflects the expectation that business
development companies may continue to record unrealized
depreciation on portfolio company investments as a result of
weaker economic conditions, reduced market multiples, and changing
interest spreads.  Continued reductions in MCG's portfolio
valuation could pressure the asset coverage ratio, which is
required to remain above 200%.  The asset coverage ratio was 210%
as of June 30, 2008.  Resolution of the Negative Outlook will be
dependent on the maintenance of adequate liquidity, stability in
portfolio company performance, and the sustainability of a wider
cushion on the asset coverage ratio.  Conversely, reduced
liquidity or additional pressure on financial covenants could
result in negative rating action.


MCG CAPITAL: Fitch Cuts Issuer Default Rating to 'BB+' from 'BBB-'
------------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
and unsecured debt rating of MCG Capital Corporation to 'BB+' from
'BBB-'.  The Rating Outlook is Negative.  Approximately
$75 million of unsecured debt is affected by this action.

Fitch downgrades these ratings:

  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Senior unsecured debt to 'BB+' from 'BBB-'.

The downgrade reflects MCG's reduced funding flexibility as a
result of extended disruptions in the collateralized loan
obligation markets and the expectation that the company will be
unable to obtain additional secured funding until capital market
conditions improve.  Funding is limited to available capacity on
the company's unsecured revolver and capacity on the warehouse
facility, although actual capacity on the warehouse is limited by
the need for overcollateralization.

Following the announcement of staffing reductions and the
temporary suspension of the dividend, Fitch believes liquidity
levels will be adequate to support current portfolio investments
and operations; however, the company's profitability potential
will be negatively affected by an inability to originate new
investments to any significant degree.

The Negative Outlook reflects the expectation that business
development companies may continue to record unrealized
depreciation on portfolio company investments as a result of
weaker economic conditions, reduced market multiples, and changing
interest spreads.  Continued reductions in MCG's portfolio
valuation could pressure the asset coverage ratio, which is
required to remain above 200%.  The asset coverage ratio was 210%
as of June 30, 2008.  Resolution of the Negative Outlook will be
dependent on the maintenance of adequate liquidity, stability in
portfolio company performance, and the sustainability of a wider
cushion on the asset coverage ratio.  Conversely, reduced
liquidity or additional pressure on financial covenants could
result in negative rating action.


MDNY HEALTHCARE: N.Y. Supreme Court Judge Orders Liquidation
------------------------------------------------------------
MDNY Healthcare, a health maintenance organization, is under
liquidation, Christian Livermore reports for RecordOnline.  New
York Supreme Court Judge Alice Schlesinger issued on July 31,
2008, the order of liquidation, RecordOnline says.  MDNY's
business has been handed to the New York Liquidation Bureau, the
report adds.

Long Island-based MDNY Healthcare -- http://www.mdny.com/-- was  
founded in 1995.  It serves about 70,000 Nassau and Suffolk County
residents.


MERVYN'S LLC: Salient Terms of $465MM Wachovia DIP Financing
------------------------------------------------------------
Mervyn's LLC and its debtor-affiliates received interim approval
from the U.S. Bankruptcy Court for the District of Delaware of
their $465,000,000 debtor-in-possession financing facility under a
ratification and amendment agreement with Wachovia Capital Finance
Corporation (Western), as agent.

Wachovia served as administrative agent and collateral agent for
the Debtors' prepetition lenders.

The Debtors will use the interim DIP financing and cash generated
from its operations to continue to pay vendors and to provide
operational and financial stability as it proceeds with its
restructuring.

"With the Bankruptcy Court's prompt approval of our DIP financing
. . . we are moving forward with our reorganization under Chapter
11 while maintaining normal operations in our stores," said John
Goodman, Chief Executive Officer of Mervyns.  "We are pleased
that we can continue to serve our customers and purchase goods
and services from our vendors as we seek to implement strategies
to restructure our operations, strengthen our balance sheet and
position Mervyns to compete more effectively."

The Court has scheduled for August 26, 2008, the hearing to
consider final approval of the DIP Facility.

A full-text copy of the Wachovia Ratification and Amendment
Agreement is available for free at:

       http://bankrupt.com/misc/Mervyn's_DIP_Facility.pdf

                       Salient Terms

Administrative Agent:    Wachovia

DIP Lenders:             Wachovia and other financial
                         institutions selected by the
                         Administrative Agent

Letter of Credit Issuer: Wachovia or any DIP Lender at the
                         request ofWachovia

Borrower:                Mervyn's LLC

Guarantor:               Mervyn's Brands

DIP Credit Facility:     $465,000,000 consisting of (i)
                         revolving loans subject to the
                         Borrowing Base and other terms, with a
                         portion of the Revolving Credit Facility
                         available for letters of credit
                         provided or arranged for by the LC
                         Issuer with a sublimit on LCs
                         outstanding at any time of $125,000,000;
                         and (ii) Leasehold Term Loans.

                         Revolving Loans may be drawn, repaid and
                         reborrowed subject to the terms of the
                         Loan Agreement -- as defined in
                         the parties Ratification Agreement.
                         The aggregate principal amount of the
                         outstanding Obligations in respect of
                         Letter of Credit Accommodations
                         consisting of documentary letters of
                         credit will not exceed $35,000,000 and
                         the aggregate principal amount of the
                         outstanding Obligations in respect
                         of Letter of Credit Accommodations  
                         consisting of standby letters of credit
                         will not exceed $90,000,000, as these
                         amounts may be adjusted -- without
                         exceeding the aggregate $125,000,000
                         sublimit -- at the request of Mervyn's.

Maturity Date:           The Revolving Credit Facility will be
                         for a term ending on the earliest of:

                         (a) December 31, 2009;

                         (b) the effective date of a plan of
                             reorganization or liquidation for
                             Mervyn's or Mervyn's Brands in the
                             Chapter 11 Cases; or

                         (c) termination date set forth  in the
                             Final DIP Order.

Budget:                  Use of Loans will be limited in
                         accordance with a Budget -- subject to
                         permitted variances set forth in the
                         Ratification Agreement -- which will set
                         forth, on a monthly basis, projected
                         sales, projected EBITDAR and projected
                         operating cash flow.

                         Mervyn's  has prepared and delivered to
                         Agent the Budget covering the period
                         from the Petition Date through and
                         including December 31, 2009, including
                         an income statement, balance sheet,
                         statement of cash flow and a schedule
                         of projected outstanding Loans and
                         Letter of Credit Accommodations.

Term Loan Repayment:     Principal, interest and other amounts
                         due in respect of Leasehold Term Loans
                         will be repaid on the earlier of (a)
                         November 7, 2008 or (b) the termination
                         of the Loan Agreement.

Interest Rates:          Mervyn's may elect that the Revolving
                         Loans A bear interest at a rate per
                         annum equal to (i) 3.5% per annum
                         in excess of the Adjusted Eurodollar
                         Rate or (ii) 2% percent per annum in
                         excess of the Prime Rate.

                         The Revolving Loan B will bear interest
                         at a rate per annum equal to 4.5%
                         percent per annum in excess of the
                         Adjusted Eurodollar Rate.

                         The Leasehold Term Loans will bear
                         interest at a rate per annum equal to
                         4.5% percent per annum in excess of the
                         Adjusted Eurodollar Rate.

Carve Out:               Following the declaration by the
                         Administrative Agent of an Event of
                         Default, the payment of allowed and
                         unpaid professional fees and
                         disbursements incurred by Mervyn's
                         and the Committees in an aggregate
                         amount not in excess of $4,000,000, plus
                         unpaid fees pursuant to Section 1930
                         of the Bankruptcy Code and to the Clerk
                         of the Bankruptcy Court.

Financial Covenants:     (i) Mervyn's will achieve not less than
                         90% of its projected sales for each
                         calendar month as set forth in the
                         Budget with respect to that month; and
                         (ii) Mervyn's will not utilize more than
                         110% of its projected utilization of
                         Revolving Loans with respect to any
                         calendar month as set forth in the
                         Budget with respect to that month.

                         About Mervyns LLC

Headquartered in the San Francisco Bay Area, Mervyns LLC --
http://www.mervyns.com/-- provides a mix of top national brands   
and exclusive private labels.  Mervyns has 176 locations in seven
states.  Mervyns stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, serve as the Debtors' lead counsel.  Mark D. Collins,
Esq., Daniel J. DeFranceschi, Esq., Christopher M. Samis, Esq. and
L. Katherine Good, Esq., at Richards Layton & Finger P.A., act as
the Debtors' local counsel.  Kurtzman Carson Consultants LLC is
the Debtors' claims agent.  The Debtors' financial advisor is
Miller Buckfire & Co. LLC.  Mervyn's LLC has estimated assets of
$500,000,000 to $1,000,000,000 and estimated debts of $500,000,000
to $1,000,000,000 when it filed for bankruptcy.


MERVYN'S LLC: Obtains Interim Order to Use Cash Collateral
----------------------------------------------------------
Mervyn's LLC and Mervyn's Brands, LLC are party to a Loan and
Security Agreement, dated September 2, 2004, by and among
Mervyn's, as borrower; Mervyn's Brands as guarantor; Wachovia --
as successor to Congress Financial Corporation (Western), as
administrative agent and collateral agent; the lenders party
thereto from time to time and other parties.

Under the Loan and Security Agreement, the Prepetition First Lien
Lenders provided a loan facility -- the Prepetition Senior Loan
Facility -- of up to $600 million to Mervyn's consisting of a
$550 million revolving loan A facility and a $50 million revolving
loan B facility, each of which is subject to a borrowing base.

Amounts outstanding under the Prepetition Senior Loan Facility
are secured by a first priority security interest in all or
substantially all of Mervyn's and Mervyn's Brands' accounts,
general intangibles, goods, commercial tort claims, receivables,
real property and fixtures, chattel paper, instruments, documents
and credit card sales drafts, credit card sales slips, charge
slips or receipts and other forms of store receipts, deposit
accounts, letters of credit, bankers acceptances and similar
instruments, investment property, monies, credit balances and
other similar property, records, all products and proceeds of the
foregoing, and Mervyn's membership interests in Mervyn's Brands.

As of bankruptcy filing, an aggregate amount of $329,381,571,
plus interest, costs and expenses, was outstanding under the
Prepetition Senior Loan Facility.

In addition to the Prepetition Senior Loan Facility, Mervyn's is
party to a Subordinated Promissory Note in the aggregate
principal amount of $30 million, dated as of November 27, 2007,
by and among Mervyn's, as borrower; and SCSF Mervyn's (Offshore),
Inc. and SCSF Mervyn's (US), LLC, as lenders.  The SCSF Note is
guaranteed by Mervyn's Brands, and the obligations of Mervyn's
and Mervyn's Brands thereunder are secured by a second lien in
the Prepetition Collateral.

At the First Day Hearing on their bankruptcy case, Mervyn's LLC
and its debtor-affiliates informed the U.S. Bankruptcy Court for
the District of Delaware that they have an immediate need to use
the Prepetition Collateral, including Cash Collateral, in order
to, among other things, permit the orderly operation of
their business by securing goods and paying employees, preserve
the going concern value of their estates, fund their
reorganization and thereby maximize recoveries for their
stakeholders.

Accordingly, the Court -- at the Debtors' behest -- issued an
interim order authorizing the Debtors to use the Cash Collateral
subject to the prepetition liens and security interests granted
to the Agent, Lenders, Subordinated Note Agent and Subordinated
Noteholders until the expiration of the Agent's and Lenders'
commitment to lend under the Loan Agreement and the other
Financing Agreements.

The Hon. Kevin Gross held that the Debtors will not sell,
transfer, lease, encumber or otherwise dispose of any portion of
the Collateral or assume, reject or assign any real property
leasehold interest of the Debtors without the prior written
consent of Agent and an order of the Court, except for sales or
Debtors' Inventory in the ordinary course of their business and
other Collateral expressly permitted pursuant to the terms and
conditions of the Loan Agreement.

The Debtors will remit to the Agent all proceeds of the
Collateral for application by Agent to the Obligations, in the
order and manner as the Agent may determine in its discretion, in
accordance with the terms of the Interim Order, the Loan
Agreement and the other Financing Agreements.

As adequate protection for the diminution in value of their
interests in the Prepetition Collateral:

   (a) the Agent, for the benefit of itself and Lenders, is
       granted valid, binding, enforceable and perfected
       replacement liens upon and security interests in all
       Collateral -- the A/L Replacement Lien.

   (b) the Subordinated Note Agent, for the ratable benefit of
       the Subordinated Noteholders, is granted a replacement
       lien on and security interest in all Collateral -- the
       Notes Replacement Lien.  

The Replacement Liens will not attach to the Avoidance Actions,
and will only attach to the Real Property Leases to the same
extent as the liens of the Agent and the Lenders in respect of
the Postpetition Obligations.

The (a) A/L Replacement Lien will be junior and subordinate only   
Carve-Out Expenses and the liens and and security interests
granted to Agent and Lenders in the Collateral securing the
Postpetition Obligations, (b) Notes Replacement Lien will be
junior and subordinate in all respects to (i) the right of
payment of all Obligations owing to Agents and Lenders, (ii) the
liens and security interests granted to Agent, for the benefit of
all Secured Parties, pursuant to the Interim Order, including the
A/L Replacement Lien, and (iii) all Carve Out Expenses, and (c)
subject to the subsections (a) and (b), the Replacement Liens
will otherwise be senior to all other security interests in,
liens on, or claims against any of the Collateral.

Neither the Subordinated Note Agent nor the Subordinated
Noteholders will have any right to seek or exercise any rights or
remedies in respect of the Notes Replacement Lien until all
Obligations owing to Agents and Lenders have been indefeasibly
paid and satisfied in full in accordance with the Financing
Agreements.

Moreover, the Agent, for the benefit of itself and Lenders, is
granted as and to the extent provided by Section 507(b) of the
Bankruptcy Code, an allowed superpriority administrative expense
claim in each of the cases and any successor cases.  

As further adequate protection, Debtors are authorized to provide
adequate protection to Agent and Lenders in the form of:

   (a) payment of interest, fees and other amounts due under the
       Prepetition Financing Agreements to the Agent on behalf of
       Lenders, and

   (b) ongoing payment of the fees, costs and expenses,
       including reasonable legal and other professionals' fees
       and expenses, of the Agent and Lenders as required under
       the Prepetition Financing Agreements.

The Subordinated Note Agent and Subordinated Noteholders will be
paid or reimbursed by the Debtors for all present and future
legal and other professional fees paid or incurred by them in
connection with the Chapter 11 Cases as and to the extent the
reimbursement or payment is provided for under the Subordinated
Noteholder Documents, provided that:

     (i) the amount that the Debtors are permitted to pay or
         reimburse to the Subordinated Note Agent and the
         Subordinated Noteholders in respect of legal and
         professional fees will not exceed $75,000, and

    (ii) payment or reimbursement of fees is subject to the
         right of the Debtors, the committee and other
         parties-in-interest to later assert that the payments
         should be allocated and applied to a reduction of the
         principal amount of the indebtedness owing to
         Subordinated Note Agent and Subordinated Noteholders,
         pursuant to Section 506(b) of the Bankruptcy Code.

The Court will convene a hearing on August 26, 2008, at 10:00
a.m., to consider final approval of the request.

                         About Mervyns LLC

Headquartered in the San Francisco Bay Area, Mervyns LLC --
http://www.mervyns.com/-- provides a mix of top national brands   
and exclusive private labels.  Mervyns has 176 locations in seven
states.  Mervyns stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, serve as the Debtors' lead counsel.  Mark D. Collins,
Esq., Daniel J. DeFranceschi, Esq., Christopher M. Samis, Esq. and
L. Katherine Good, Esq., at Richards Layton & Finger P.A., act as
the Debtors' local counsel.  Kurtzman Carson Consultants LLC is
the Debtors' claims agent.  The Debtors' financial advisor is
Miller Buckfire & Co. LLC.  Mervyn's LLC has estimated assets of
$500,000,000 to $1,000,000,000 and estimated debts of $500,000,000
to $1,000,000,000 when it filed for bankruptcy.


MERVYN'S LLC: Court Approves Kurtzman Carson as Claims Agent
------------------------------------------------------------
Mervyn's LLC and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Kurtzman Carson Consultants LLC as their
claims, noticing and balloting agent.

The Debtors note that thousands of creditors are expected to file
proofs of claims and the noticing, receiving, docketing and
maintaining of claims in this volume would be unduly time
consuming and burdensome for the Clerk's Office.  
                                                                                
Kurtzman Carson is a data processing firm that specializes in
Chapter 11 administration.  Utilizing the firm's services will
allow the Debtors to avoid duplication in claims administration
and will expedite service of notice to the Debtors' creditors,
the Debtors assert.

As claims, noticing and balloting agent to the Debtors, Kurtzman
Carson will:

   (a) notify all potential creditors of the filing of the
       Debtors' Chapter 11 cases and of the setting of the first
       meeting of creditors;

   (b) file affidavits of service for all mailings, including a
       copy of each notice, a list of persons to whom the notice
       was mailed, and the date of mailing;

   (c) maintain an official copy of the Schedules, listing
       creditors and amounts owed;

   (d) furnish a notice of the last date for the filing of proofs
       of claim and a form for filing a proof of claim to
       creditors and parties-in-interest;

   (e) docket all claims filed and maintaining the official
       claims register on behalf of the Clerk and providing to
       the Clerk an exact duplicate thereof;

   (f) specify in the claims register for each claim docket
       (i) the claim number assigned, (ii) the date received,
       (iii) the name and address of the claimant, (iv) the filed
        amount of the claim, if liquidated, and (v) the allowed
        amount of the claim;

   (g) record all transfers of claims and provide notices of the
       transfer as required pursuant to Bankruptcy Rule 3001(e);

   (h) maintain the official mailing list for all entities who
       have filed proofs of claim;

   (i) mail the Debtors' disclosure statement, plan, ballots and
       any other related solicitation materials to holders of
       impaired claims and equity interests;

   (j) receive and tally ballots and respond to inquiries
       respecting to voting procedures and the solicitation of
       votes on the plan; and

   (k) provide any other distribution services as necessary or
       required.

In addition, Kurtzman Carson will assist the Debtors by acting as
solicitation and disbursing agent in connection with the Chapter
11 plan process.

Kurtzman Carson will be paid in accordance with the firm's fee
structure.  Aside from the professional fees, the Debtors have
agreed to pay Kurtzman Carson a retainer of $85,000 for the
services to performed and expenses to be incurred.  The Debtors
will also reimburse Kurtzman Carson for reasonable expenses
including lodging, meals, publication and  postage in addition to
the hourly rates.

James Le, chief operating officer of Kurtzman Carson Consultants
LLC, assures the Court that his firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code, as modified in Section 1107(b).

                         About Mervyns LLC

Headquartered in the San Francisco Bay Area, Mervyns LLC --
http://www.mervyns.com/-- provides a mix of top national brands   
and exclusive private labels.  Mervyns has 176 locations in seven
states.  Mervyns stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, serve as the Debtors' lead counsel.  Mark D. Collins,
Esq., Daniel J. DeFranceschi, Esq., Christopher M. Samis, Esq. and
L. Katherine Good, Esq., at Richards Layton & Finger P.A., act as
the Debtors' local counsel.  Kurtzman Carson Consultants LLC is
the Debtors' claims agent.  The Debtors' financial advisor is
Miller Buckfire & Co. LLC.  Mervyn's LLC has estimated assets of
$500,000,000 to $1,000,000,000 and estimated debts of $500,000,000
to $1,000,000,000 when it filed for bankruptcy.


METROPOLITAN COOP: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Metropolitan Cooperative Association
        200 Rhode Island Ave., N.E., Unit 102
        Washington, DC 20002

Bankruptcy Case No.: 08-00527

Chapter 11 Petition Date: August 5, 2008

Court: District of Columbia (Washington, D.C.)

Debtor's Counsel: Jeffrey M. Sherman, Esq.
                     Email: jsherman@semmes.com
                  Semmes, Bowen & Semmes
                  1001 Connecticut Ave., Ste. 1100
                  Washington, DC 20036
                  Tel: (202) 822-8250
                  http://www.semmes.com/

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

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

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Cap City Management                                  unknown
2008 Hillyer Place, N.W.
Washington, DC 20009

M.Y. New Hampshire                                   unknown
2008 Hillyer Place, N.W.
Washington, DC 20009

Paychex                        payroll services      unknown
911 Panorma Trail S.           under contract
Rochester, NY 14625

PEPCO                          utility service       unknown

Washington Gas                 utility service       $24,760


MIDLAND FOOD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Midland Food Services, LLC
        6060 Rockside Woods Boulevard, Suite 110
        Independence, OH 44131

Bankruptcy Case No.: 08-11802

Related Information: E. Kenneth Seiff, chief executive officer,
                     filed the petition on the Debtor's behalf.

Chapter 11 Petition Date: August 6, 2008

Debtor's Counsel: Tara L. Lattomus, Esq.
                  (delawarebankruptcy@escm.com)
                  Eckert Seamans Cherin & Mellot, LLC
                  300 Delaware Avenue, Suite 1360
                  Wilmington, DE 19801
                  Tel: (302) 425-0430
                  Fax: (302) 425-0432

Estimated Assets: $50,000 to $100,000

Estimated Debts: $1 million to $10 million

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


MOHAWK MARKETING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mohawk Marketing Corporation
        fka Mohawk Marketing Acquisition Company, Inc.
        2873 Crusader Circle
        Virginia Beach, VA 23453

Bankruptcy Case No.: 08-72568

Type of Business: The Debtor provides marketing and distribution
                  services.
                  See: http://www.mohawkmarketing.com/

Chapter 11 Petition Date: Aug. 3, 2008

Court: Eastern District of Virginia (Norfolk)

Judge: Stephen C. St. John

Debtor's Counsel: Karen M. Crowley, Esq.
                   (kcrowley@mclfirm.com)
                  Marcus, Crowley & Liberatore, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501

Estimated Assets: $1 million to $10 million

Estimated Debts:  $10million to $50 million

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

            http://bankrupt.com/misc/vaeb08-72568.pdf
                       

NEW JERSEY HEALTH: Fitch Cuts Rating to BB+ on $41MM Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has downgraded approximately $41 million of New
Jersey Health Care Facilities Financing Authority revenue bonds
issued on behalf of Palisades Medical Center, Inc.  The obligated
group consists of PMC and Palisades General Care, Inc., which
includes the Harborage, a nursing home adjacent to the hospital.  
The Rating Outlook is revised to Stable from Negative.

The downgrade to 'BB+' reflects flat utilization trends and
several years of increasing operating losses at PMC, leading to a
significantly weakened balance sheet with declining liquidity and
poor debt ratios.  In fiscal 2007, Palisades lost $5.7 million
from operations (negative 3.9% operating margin) and $2.7 million
on the bottom line (negative 1.8% excess margin).  The Medical
Center lost $4.8 million, including approximately $1.5 million in
investment earnings.  At the end of fiscal 2007, both liquidity
and debt ratios show further deterioration.  Palisades had 67 days
cash on hand down from 71.3 days in 2006 and 99.8 days in 2005,
well below Fitch's median of 120.3 days for the category.  Maximum
annual debt service has declined to 1.7 times from 2.7x in fiscal
2006 and 2.3x in 2005 which compares unfavorably to Fitch's median
of 3x for the 'BBB' rating category.

The obligated group's financial condition has been further
stressed due to an actuarial adjustment to its future pension plan
liabilities.  As a result of the adjustment, Palisades has a
negative fund balance for fiscal 2007 of $13 million.  Palisades
has contributed approximately $5.2 million in fiscal 2007 and
plans to contribute $6.2 million in fiscal 2008 to the pension
plan.  Through May 31, 2008, Palisades produced a negative 1.6%
operating margin (a $960,000 loss; excludes a $1.5 million one
time gain from a prior period settlement) compared to an average
negative margin of 2.1% generated over the last three years.  Days
cash on hand and debt-to-EBITDA ratios were 51.1 days (excluding
proceeds from a $2 million line of credit) and 4.1x compared to
Fitch's below investment grade medians of 53.6 days and 4x,
respectively.

Continuing credit concerns include PMC's flat volume trends, and a
challenging payor mix with a high self-pay component at 10% with
60% of the revenue base stemming from a combination of Medicare
and Medicaid.  Admissions declined to 9,873 in 2007 from 9,946 in
2006, reflecting the growing tertiary presence of Hackensack
University Medical Center (general revenue bonds rated 'A-' by
Fitch) and change of admissions to observation status.

The revision in outlook to Stable from Negative reflects
Palisades' recent and ongoing initiatives to improve operations at
PMC coupled with the historically solid cash flow generated by the
Harborage.  The Harborage alone, which had an EBITDA of
approximately $3.6 million in fiscal 2007, covers the obligated
group's debt service at approximately one times.  Indicators of
stability also include PMC's leading market share in the service
area, its recent designation as a Tier One Essential Hospital by
the NJ Dept of Health, and evidence of growth in the secondary
market area.  

Additional initiatives included substantial FTE reductions,
financial and case management overhaul, coding improvements, the
introduction of new services and new physicians to the service
area, and managed care rate renegotiations.  Of particular
significance is the designation of PMC as a Tier One Essential
Hospital, indicating the expectation of increases in charity care
subsidies from the state of New Jersey despite an overall
reduction in the amount of charity care designated by the state
legislature.

In fiscal 2007, PMC received $3.4 million in charity care
reimbursement and expects to receive an additional $4.8 million in
2008 and $5.6 million in 2009.  Fitch believes that these
initiatives are likely to accrue into further profitability
improvements, although achieving significant profitability in the
near future may be difficult given PMC's challenging operating
environment.

PMC is a 202-bed acute care hospital located in North Bergen, NJ.
PGC is a 249-bed skilled nursing and assisted living facility
adjacent to the hospital.  In fiscal 2007, Palisades reported
total operating revenues of $144.9 million.  Palisades covenants
to provide to the NRMSIRs annual audited financial statements and
quarterly disclosure consisting of a balance sheet, income
statement, utilization statistics, and management discussion and
analysis.


NETBANK INC: Modifies Amended Plan, Equity Holders Cannot Vote
--------------------------------------------------------------
NetBank Inc. says that it made modification to its amended Chapter
11 liquidating plan dated July 9, 2008.  Under it, holders of
equity interest are not allowed to vote for the amended plan.

As reported in the Troubled Company Reporter on July 14, 2008, the  
deadline for voting on the amended plan is Aug. 29, 2008, at 4:00
p.m.  All ballots must be delivered at NetBank Ballot Processing
Center c/o Kurztman Carson Consultants LLC, 2335 Alaska Avenue in
El Segundo, California.

The Debtor assures the Court that the amendment has no effect on
any creditor or interest holder other than the holders of equity
interest in the Debtor.

The Debtor says that it recorded about 350 holder of its common
stock and more than 11,000 interest holders when it filed the
amended plan.  The Debtor will spend at least $250,000 to provide
solicitation packages to all interest holders.

Under the amended plan, all assets of the Debtor will be
liquidated and the proceeds will be paid to creditors.  Katz of
GGG Inc., the appointed chief restructuring officer of the Debtor,
has partially liquidated the Debtor's assets.

As of the amended plan's effective date, the Debtor estimates the
value of its assets at between $7.2 million and $7.9 million,
exclusive of projected recoveries from avoidance actions, other
causes of action and tax refunds, if any.  Furthermore, the Debtor
expects $7,000,000 in cash -- including proceeds of its remaining
assets real estate and cash held by MG Reinsurance Company after
its liquidation.

A full-text copy of the amended Chapter 11 plan of liquidation is
available for free at http://ResearchArchives.com/t/s?2f63

                        About NetBank

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and provides ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP represents the Debtor.  The U.S. Trustee for
Region 21 appointed six creditors to serve on an Official
Committee of Unsecured Creditors of the Debtor's case.  Rogers
Towers, Esq. at Kilpatrick Stockton LLP represents the Committee
in this case.  As of Sept. 25, 2007, the Debtor listed total
assets of $87,213,942 and total debts of $42,245,857.


NUTRITIONAL SOURCING: Files Ch. 11 Plan and Disclosure Statement
----------------------------------------------------------------
Nutritional Sourcing Inc. and its debtor-affiliates together with
the Official Committee of Unsecured Creditors delivered to the
United States Bankruptcy Court for the District of Delaware a
joint Chapter 11 plan of liquidation and a disclosure statement
explaining that plan.

A hearing is set for Sept. 4, 2008, at 3:30 p.m., to consider the
adequacy of the Debtors and Panel's disclosure statement.  
Objections, if any, are due Aug. 28, 2008, by 4:00 p.m.

The Debtors and the Panel ask the Court to establish these dates
and deadlines relating to the confirmation of their plan:

   -- Sept. 4, 2008     voting record date
   -- Sept. 8, 2008     distribution of solicitation packages
   -- Oct.  3, 2008     voting and plan objection deadlines
   -- Oct. 10, 2008     deadline for Debtors reply to plan
                        objections
   -- Oct. 14, 2008     confirmation hearing

The Chapter 11 plan provides separate treatments for Nutritional
Sourcing, Pueblo International LLC, and FLBN LLC because their
estate are not being substantively consolidate.  The Debtors
remind the creditors that they may be paid only out of the estate
in which they have a claim.

The terms of the Chapter 11 plan represent the settlement, among
other things:

   i) of several of the largest claims against the Debtors'
      estates -- including a $1,125,000 claim of Pension Benefit
      Guaranty Corporation, holders of senior secured notes and
      the Debtors' two executive officers, and

  ii) resolution of certain issues that have been disputed
      throughout the case, the amount of the FLBN intercompany
      claims that should be classified as a Pueblo trade claim and
      the bonus to be paid to Debtors' two executive officers.

In 2006, the Debtors conducted an auction for the sale of
substantially all of their grocery stores and their distribution
center.  During the action, PS Acquisition Inc. made a
$139,000,000 offer for the Debtors' assets topping Pueblo and
Supermercados Econo Inc.'s $89,750,000 bid.  The Court approved
the sale on Sept. 25, 2007.  The sale closed on Oct. 31, 2008.  

The sale generated about $32,181,628 in proceeds.  The proceeds
were net of, among other things:

   -- repayment of all obligations owed to the lender of
      $101,200,000;

   -- break-up fee and expense reimbursement for Pueblo and
      Supermercados of $4,200,000;

   -- paid and escrowed cure amounts for assumed contracts and
      leases;

   -- other fees and expenses, and

   -- the addition to the purchase price for inventory of
      $4,876,643.

                 Treatment of Interests and Claims

A. Nutritional Sourcing Inc.

                Type
   Class        of Claims                     Treatment
   -----        ---------                     ---------
   1C           other priority claims         unimpaired
   2B           senior secured note claims    impaired
   3C           other secured claims          unimpaired
   4D           general unsecured claims      impaired
   5C           penalty and subordinated      impaired
                 claims
   6C           equity securities interests   impaired

Holders of Class 4D general unsecured claims, totaling
$17 million, will not receive any distribution on account of their
allowed unsecured claims.

B. Pueblo International LLC

                Type
   Class        of Claims                     Treatment
   -----        ---------                     ---------
   1A           other priority claims         unimpaired
   2A           mirror loan claims            impaired
   3A           other secured claims          unimpaired
   4A           trade claims                  impaired
   4B           general unsecured claims      impaired
   5A           penalty and subordinated      impaired
                 claims
   6A           equity securities interests   impaired

Holders of Class 4B general unsecured claims, totaling
$79.22 million, will receive their pro rata share of the net
proceeds of the Pueblo liquidation trust assets.  Holders are
expected to recover 13.2% under the plan.

C. FLBN LLC

                Type
   Class        of Claims                     Treatment
   -----        ---------                     ---------
   1B           other priority claims         unimpaired
   3B           other secured claims          unimpaired
   4C           general unsecured claims      impaired
   5B           penalty and subordinated      impaired
                 claims
   6B           equity securities interests   impaired

Holders of Class 4C general unsecured claims, totaling
$32.9 million, will receive their pro rata share of the assets in
FLBN's chapter 11 estate.  Holders are expected to recover 25.1%
under the plan.

Holders of Class 2B, 4A, 4B and 4C claims are entitled to vote for
the plan.

A full-text copy of the Debtors' and Panel's disclosure statement
is available for free at http://ResearchArchives.com/t/s?308a

                   About Nutritional Sourcing

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  The U.S. Trustee for Region 3 appointed eight
creditors to serve on an Official Committee of Unsecured
Creditors.  Skadden, Arps, Slate, Meagher & Flom LLP represent
the Official Committee of Unsecured Creditors.  The company has
disclosed $130.8 million in assets and debt totaling $266.5
million with the Court.


PACIFIC LUMBER: Humboldt Redwood Begins First Week of Operations
----------------------------------------------------------------
Barely a day after The Pacific Lumber Company and its affiliates
exited bankruptcy protection on July 30, 2008, transition at the
reorganized company Humboldt Redwood Company officially kicked
off, the Eureka Reporter disclosed.  

First in the company's list was finalizing the staffing
requirements of HRC, which set up a Humboldt County Rapid
Response Team to assist displaced workers, the Eureka Reporter
noted.  HRC's employee assistance program includes helping out
displaced workers apply for unemployment insurance, assessment
and testing for prospective new fields, career counseling, resume
writing, interview skills and preparation, and job search
techniques.

In two letters to HRC employees dated July 29 and 30, 2008,
Richard Higgenbottom, the new chief executive officer of HRC,
ironed out details pertaining to employees' final paychecks and
extending initial employment offers to PALCO and Scopac workers.

"Of all the transition tasks in front of us, concluding these
employment offers and providing all former Palco and Scopac
employees with clear resolution on the path ahead is the most
important thing we are doing," Mr. Higginbottom said in his
letter, according to The Eureka Reporter.  

A copy of the July 29 Letter to PALCO Employees is available for
free at http://bankrupt.com/misc/HRC_1stLetterEmployees.pdf

A copy of the July 30 Letter to PALCO Employees is available for
free at http://bankrupt.com/misc/HRC_2ndLettertoEmployees.pdf

As the staffing requirement for 300 employees were being filled
out, HRC scheduled the re-starting of operations at the Scotia
mill on August 4, 2008, the Times Standard related in a separate
report.  

Robert Agnew, an employee with the old PALCO for 31 years,
described HRC's approach as "refreshing," Times Standard noted.

HRC had informed employees that hirings were based on current
market rates, and those who were earning higher under PALCO but
employed by HRC for less would be given a one-time compensation
to smooth the transition, according to Times-Standard.

           2nd District Candidate Fennell's Statement

Estelle Fennell, candidate for the 2nd District, congratulated
HRC on its acquisition of the Pacific Lumber Company, "I am
pleased to mark this historic day by congratulating the Humboldt
Redwood Co. on its success.  As of [the effective date], 210,000
acres of important resource lands -- many of which are in the 2nd
District -- are no longer being managed by a bankrupt company,
and the focus has now turned to sustainable management."

Ms. Fennell also disclosed that she spoke with MRC Chief Forester
Mike Jani, who conveyed his enthusiasm in "rising to the
challenge," the Eureka Reporter noted in a separate report.  

Mr. Jani's priority is to ensure that the employees' needs are
met, the news source quoted Ms. Fennell as saying.  The MRC
Forester has begun inspecting harvest plans and has initiated the
re-marking of trees that will no longer be cut according to HRC's
mission of sustainable forest stewardship.

                         Pending Appeal

To recall, Marathon Structured Finance Fund L.P. and Mendocino
Redwood Company, LLC, the forces behind HRC, were embroiled in a
contested hearing before the U.S. Bankruptcy Court for the
Southern District, Corpus Christi Division, before their proposed
Plan was confirmed.

Currently pending before the U.S. Court of Appeals for the Fifth
Circuit is an appeal of the Confirmation Order filed by a number
of parties led by The Bank of New York Mellon Trust Company,
N.A., formerly known as The Bank of New York Trust Company N.A.,
as Indenture Trustee for the Timber Noteholders.  The rest of the
Appellants are Noteholders who supported a Plan proposed by BoNY.  
Mendocino paid these Noteholders about $513 million on July 30,
which paved the way for PALCO's bankruptcy exit.

                       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. 67;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: 5th Circuit Allows Expedited Appeal of Conf. Order
------------------------------------------------------------------
The Bank of New York Mellon Trust Company, N.A., formerly known as
The Bank of New York Trust Company N.A., as Indenture Trustee for
the Timber Noteholders; Scotia Pacific Company LLC; and
Noteholders Scotia Redwood Foundation, Inc., Angelo, Gordon & Co.
L.P., Aurelius Capital Management, L.P., Davidson Kempner Capital
Management, LLC and CSG Investments, Inc., obtained the U.S.
Bankruptcy Court for the Southern District of Texas' permission to
appeal the Confirmation Order directly to U.S. Court of Appeals
for the Fifth Circuit.

Subsequently, the Fifth Circuit allowed the Appellants to proceed
with an expedited Appeal.

In a letter addressed to counsels in Scotia Pacific Company LLC's
bankruptcy case, Charles R. Fulbruge, III, Clerk of the Fifth
Circuit, stated that if there is a concurrent appeal at the
United States District Court for the Southern District of Texas,
then it is the Appellants' responsibility to advise the Fifth
Circuit of any developments which may impact disposition of the
Appeal.

The Fifth Circuit Clerk also asked the Bankruptcy Court to
furnish a certified record.  Counsels were directed to accomplish
a form for appearance of counsel by August 15, 2008.

The Appeals are scheduled to be briefed by the various parties
between late August and September 15, 2008, Humboldt Redwood
Company Chief Executive Officer Richard Higgenbottom noted in an
employee update letter dated August 2, 2008.

                       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. 67;
http://bankrupt.com/newsstand/or 215/945-7000).


PAPPAS TELECASTING: Can Use Cash Collateral Through August 13
-------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware in Wilmington extended, on an interim basis, Pappas
Telecasting Inc.'s access to the cash collateral of its lenders
through August 13, 2008.

The Court will convene a hearing August 13, 2008, to consider
whether to extend the Debtors' authority to use its lenders' cash
collateral, Jamie Mason of The Deal reports.

As reported in the Troubled Company Reporter on May 26, 2008, the
Debtors related that obtaining access to the cash collateral will
help them preserve and maintain the going-concern value of their
assets and sell them in an orderly manner and return them to
creditors.

A. Prepetition Credit Agreement

Substantially all of the Debtors' assets are subject to security
interests and liens in favor of Fortress Credit Corp., as agent
for the prepetition lenders.  Virtually all of the Debtors' cash
constitutes the prepetition lenders' cash collateral.

The Debtors, Fortress, and prepetition lenders entered into a
credit agreement dated March 1, 2006, as amended and restated,
which established term loans to provide working capital and for
other purposes to the Debtors or the committee.

Since the bankruptcy filing, the Debtors are liable to the agent
and prepetition lenders under the credit agreement in the amount
of $303,574,665, plus accrued and unpaid interest and fees.

B. Inability to Pay and Asset Sale

The Debtors are presently unable to pay their debts and have
determined that they are unlikely to do so in the future.  The the
Debtors commenced the bankruptcy case to sell substantially all of
their assets on a going concern basis as soon as practicable and
wind down their business.  The Debtors believe that the immediate
sale of their businesses is critical to preserving their value for
the benefit of creditors and stakeholders.

In 2007, the Debtors related that they began marketing and the
sale process of their assets.  The Debtors intend to finalize the
sale process during the pendency of their chapter 11 case.

As adequate protection, the lenders will receive a security
interests in and liens upon all prepetition collateral, including
the cash collateral, to secure payment of an amount equal to any
diminution in value of the cash collateral from and after the
Debtors' bankruptcy filing.   

The lenders' liens and interests are subject to a carve-out for
payment to professional advisors to the Debtors and fees payable
to the clerk of the Court or the U.S. Trustee.  There is a
$500,000 carve-out for payment to professionals retained in the
Debtors' cases.

A full-text copy of the cash collateral budget is available for
free at http://ResearchArchives.com/t/s?2d33

The Interim Cash Collateral Order, according to The Deal, came
after the Debtors were denied authority to borrow under a $5
million senior secured superpriority debtor-in-possession loan,
also with Fortress, on July 30.

The Deal says the members of the DIP lending syndicate were
Fortress, as administrative agent, and the Debtors' prepetition
lenders, including Northlight Fund LP, Ableco Finance LLC, Silver
Oak Capital LLC, UBS, Global Leveraged Capital Credit Opportunity
Fund I and Atalaya Funding II LP.  Richard F. Casher, Esq., at
Kasowitz Benson Torres & Friedman LLP, represents Fortress.

As reported in the Troubled Company Reporter on June 4, 2008, the
Fortress DIP facility incurs interest rate at one month LIBOR plus
5%. The DIP loan contains customary and appropriate events of
default. Fortress  will be paid $10,000 administrative fee per
month as part of the transaction.

According to The Deal, the DIP loan was denied after founder,
chairman and CEO Harry J. Pappas objected to it, claiming that the
company's chief restructuring officer, Mohsin Meghji, does not
have the authority to grant releases and waivers to the
prepetition agent and lenders.  He also argued against the
provision in the DIP waiving the right to sue the lenders, The
Deal adds.

The Deal, citing court documents, relates that the unsecured
creditors' committee also objected to the DIP because it "fears
that the proposed DIP financing is overly expensive and overly
aggressive as to limit the very sale process it is arguably
designed to support.  The DIP credit agreement appears to provide
an overreaching mechanism designed solely to pay the proposed DIP
lenders excessive fees, plus principal and interest, in a
situation where it remains unclear at best as to whether the
prepetition agent's prepetition loans are fully secured."

                    About Pappas Telecasting

Fresno, California-based Pappas Telecasting Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and      
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  Administar Services Group
LLC is the Debtors' notice and claims agent.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.

Harry J. Pappas, the CEO and chairman of Pappas Telecasting and
its debtor-affiliates, was the subject of a petition for Chapter 7
liquidation filed by creditors before the U.S. Bankruptcy Court
for the District of Delaware.  Mr. Pappas' wife Stella was also
subject of the involuntary petition.  The petitioning creditors
are Fortress Credit Opportunites I LP, Fortress Credit
Opportunites II LP, Ableco Finance LLC and Silver Oak Capital.  
John H. Knight, Esq., at Richards Layton & Finger, represents the
Fortress Creditors.  Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, represents Ableco and Silver Oak.

According to Bloomberg, the Debtors listed assets with a book
value of $460 million and debt of $537 million, including inter-
corporate debt.


PARHAM POINTE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Parham Pointe North, LLC
        fka Chatham Court Apartments
        5115 Old Canton Road
        Jackson, MS 39211

Bankruptcy Case No.: 08-02317

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                 Case No.
      ------                                 --------
      Parham Pointe South, LLC               08-02318

Chapter 11 Petition Date: August 7, 2008

Court: Southern District of Mississippi (Jackson)

Debtors' Counsel: Terrill Kay Moffett, Esq.
                  (robinbenson@moffettlaw.com)
                  Moffett Law Firm, PLLC
                  401 North Main Street
                  Amory, MS 38821
                  Tel: (662) 257-0809
                  Fax: (662) 257-9988

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

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

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


PERFORMANCE TRANS: Files Schedule of Postpetition Debts
-------------------------------------------------------
Pursuant to Rule 1019(5)(a) of the Federal Rules of Bankruptcy
Procedure, Performance Transportation, Inc., et al., filed with
the U.S. Bankruptcy Court for the Western District of New York a
66-page schedule of debts they incurred after their second
bankruptcy filing:

   Debtor                                        Total Debt
   ------                                        ----------
   Leaseway Motorcar Transport Company LLC       $5,879,203

   Performance Transportation Services, Inc.      4,278,972

   E. and L. Transport Company L.L.C.             1,621,995

   Hadley Auto Transport LLC                        933,454

   Logistics Computer Services, Inc.                458,766

   Transportation Releasing L.L.C.                   43,575
                                                -----------
                                   Total        $13,215,965

A full-text copy of the Schedule of Postpetition Debts is
available for free at:

   http://bankrupt.com/misc/PTSChapter7PostpetitionDebts.pdf

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  (Performance
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).

As reported in the Troubled Company Reporter on July 18, 2008,
the Court converted the Debtors' Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code, effective as of July 14, 2008.  
Mark S. Wallach was appointed as the trustee for Performance
Transportation, Inc., et al.'s, Chapter 7 case.


PERFORMANCE TRANS: Sec. 341 Meeting Scheduled for Aug. 25
---------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, will
convene a meeting of creditors of Performance Transportation
Services, Inc., and its debtor-affiliates on August 25, 2008, at
9:00 a.m.  The meeting will take place at the Office of the
United States Trustee at 42 Delaware Avenue, Suite 100 in
Buffalo, New York.

The U.S. Trustee has scheduled another meeting of creditors under
Section 341 of the Bankruptcy Code after PTS II's bankruptcy
cases were converted to cases under Chapter 7 of the Bankruptcy
Code.

At the Meeting, creditors and the trustee will have an
opportunity to question a responsible officer of PTS II under
oath about the company's financial affairs and operations that
would be of interest to the general body of creditors.  In
addition, creditors may choose to elect a new Chapter 7 Trustee.  

Creditors are welcome to attend, but are not required to do so.

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  (Performance
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).

As reported in the Troubled Company Reporter on July 18, 2008,
the Court converted the Debtors' Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code, effective as of July 14, 2008.  
Mark S. Wallach was appointed as the trustee for Performance
Transportation, Inc., et al.'s, Chapter 7 case.


PERFORMANCE TRANS: Ch. 7 Trustee Seeks BDCF Deal Approval
---------------------------------------------------------
Mark S. Wallach, the trustee appointed under Performance
Transportation, Inc., et al.'s, Chapter 7 cases, asks the U.S.
Bankruptcy Court for the Western District of New York to approve a
stipulation with Black Diamond Commercial Finance, L.L.C., in its
capacity as agent for PTS II's postpetition secured lenders and
first priority prepetition secured lenders.  The terms agreed by
the parties provide a mechanism for the Chapter 7 Trustee to
administer the estates in the near term through an agreed use of
the cash collateral of PTS II's secured creditors.

William J. Brown, Esq., at Phillips Lytle LLP, in Buffalo, New
York, tells the Court that the terms negotiated with BDCF are
necessary because the Chapter 7 cases presently lack cash to fund
the present daily burn rate in maintaining the Debtors' estates.

Mr. Brown relates that the Debtors financed the premiums on some
of their insurance policies under premium financing agreements
with AICCO, Inc.  Under the existing PFAs, AICCO pays the
respective premiums due under the underlying policies, and the
Debtors are then obligated to repay the amount financed through
periodic installments.  The total annual premiums financed under
the existing PFAs is no less than $8,300,000, or $23,000 per day
as of the Conversion Date.  Since the Conversion Date, the
Chapter 7 Trustee has eliminated the workers compensation portion
of the insurance and is in the process of negotiating for a less
expensive alternative, Mr. Brown further relates.

If the Debtors are unable to continue making payments or the
Chapter 7 Trustee is unsuccessful in negotiating a different
result, AICCO could be entitled to terminate the underlying
policies to recoup its losses, Mr. Brown notes.  The Chapter 7
Trustee would then be required to obtain replacement insurance
which he is presently pursuing but may not be available.

The Chapter 7 Trustee disclosed that the daily expenses or burn
rate could be as high as $40,000 to $60,000.  The major
components of the burn rate amount consist of:

   i. $230,000 per month or $7,666 per day for terminal and
      office rent;

  ii. $23,000 per day for insurance;

iii. $13,000 to $16,000 per day for payments to former employees
      assisting the Chapter 7 Trustee in preservation of the
      assets; and

  iv. amounts necessary for utilities and other miscellaneous
      costs.

The Chapter 7 Trustee realized that with less than $1,000,000
cash on hand at the Conversion Date, there was no way for him to
maintain PTS II's estates while incurring the administrative
costs which were being accrued until at least a disposition and
liquidation plan for PTS II's assets including its significant
rolling stock could be implemented.

Mr. Brown says that the estates appear to have a few unencumbered
assets.  The Chapter 7 Trustee saw little benefit to
administering these estates solely for the benefit of secured
creditors while incurring expenses in performing his statutory
duties including maintaining records, filing tax returns and
terminating pension plans.

The Chapter 7 Trustee was left to consider whether a sizeable
portion of the Debtors' assets which appear to be fully
encumbered by prepetition and postpetition liens should be
abandoned or if the cases should be dismissed, Mr. Brown says.

After extensive negotiations, Black Diamond has agreed:

   a. to consent to use of cash collateral for the payment of the
      Chapter 7 Trustee's commissions and professional persons,
      excluding auctioneers, brokers and liquidators, up to
      $900,000 from the prepetition collateral;

   b. that the $900,000 limitation is without prejudice to any
      rights or objections of Black Diamond, the DIP Lenders, the
      prepetition senior secured lenders and the Chapter 7
      Trustee with respect to compensation the Chapter 7 Trustee
      or professional persons may seek with respect to funds
      which are disbursed or turned over in the Chapter 7 cases
      by the Chapter 7 Trustee on  account of any estate property
      which does not constitute prepetition collateral and
      litigation claims which are not collection actions with
      respect to accounts receivable;

   c. that if there are no sufficient amounts available to
      satisfy compensation allowed and awarded by the Court to
      the Chapter 7 Trustee or professional persons with respect
      to the liquidation of the prepetition collateral and the
      administration of the Debtors' Chapter 7 cases, then the
      prepetition secured lenders are required to pay the amount
      not more than $900,000 to the Chapter 7 Trustee provided
      that no prepetition secured Lender will be required to pay
      to the Chapter 7 Trustee and professional persons more than
      the amount actually distributed to it by the Chapter
      Trustee from the proceeds of its collateral;

   d. that the net proceeds of avoidance actions are available
      for distribution free of liens by the Chapter 7 Trustee;

   e. that the prepetition senior secured lenders indemnify and
      hold the Chapter 7 Trustee and his professionals harmless
      from any liability or losses relating to the Chapter 7
      Trustee's service as Chapter 7 Trustee for the Debtors but
      for the Trustee's or his professional person's fraud, gross
      negligence or willful misconduct but not in an amount which
      exceeds the amount actually distributed to them by the
      Chapter 7 Trustee;

   f. that the Chapter 7 Trustee is authorized to use cash
      collateral in an amount not more than $9,000,000 in the
      aggregate to pay the ongoing non-professional Chapter 7
      expenses incurred not earlier than July 14, 2008 in
      administering the Debtors' Chapter 7 cases, subject to
      certain reporting requirements that the Trustee has
      undertaken to provide to Black Diamond;

   g. that the Chapter 7 Trustee will pay to Black Diamond an
      amount necessary to pay the DIP obligations from amounts
      received from the auctioneer and then, after reserving
      amounts consistent with the stipulated order, turn over the
      remaining amounts to Black Diamond to pay the DIP
      Obligations and to the prepetition secured lenders after in
      accordance with their intercreditor agreement; and

   h. as funds are turned over to the prepetition secured
      lenders, the first $343,000 they receive minus certain
      amounts will be distributed to Black Diamond, which will
      hold and utilize the funds to pay from their own collateral
      proceeds certain claims arising during the gap period as
      allowed pursuant to a claims process.

Black Diamond has agreed to the cash collateral use of up to
$343,000, to fund certain allowed administrative expenses
entitled to priority under Section 503(b) of the Bankruptcy Code
arising in the gap period June 17, 2008, through July 14, 2008.  

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  (Performance
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).

As reported in the Troubled Company Reporter on July 18, 2008,
the Court converted the Debtors' Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code, effective as of July 14, 2008.  
Mark S. Wallach was appointed as the trustee for Performance
Transportation, Inc., et al.'s, Chapter 7 case.


PERFORMANCE TRANS: Ch. 7 Trustee Wants Admin. Claims In by Sept.
----------------------------------------------------------------
Mark S. Wallach, the trustee appointed under Performance
Transportation, Inc., et al.'s, Chapter 7 cases, asks the U.S.
Bankruptcy Court for the Western District of New York to set
September 30, 2008, as the bar date for administrative
claims arising during the gap period starting June 17, 2008, and
ending July 14, 2008.

William J. Brown, Esq., at Phillips Lytle LLP, in Buffalo, New
York, relates that pursuant to a stipulation, Black Diamond
Commercial Finance, L.L.C., administrative agent of PTS II's
Lenders, has agreed to permit the use of the cash collateral to
fund certain allowed administrative expenses entitled to priority
under Section 503(b) of the Code arising in the Gap Period.  In
this regard, BDCF agreed to the use of up to $343,000 of cash
collateral, which was based upon information

The Trustee believes the $343,000 may not be sufficient to
satisfy all GAP Period claims.  Accordingly, a limited bar date
notice for claims arising in the Gap Period only is needed, Mr.
Brown relates.

Black Diamond has consented to the proposed September 30 bar
date.

Claims arising after the conversion take priority over claims
arising during the course of the Chapter 11 proceeding.  Claims
arising during the course of the Chapter 11 proceeding take
priority over prepetition claims arising between the date the
first plan was substantially consummated and the date the second  
Chapter 11 petition was filed.  Claims arising prior to
substantial consummation of the first Chapter 11 plan are treated
in accordance with the terms of the first chapter 11 plan.  

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  (Performance
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).

As reported in the Troubled Company Reporter on July 18, 2008,
the Court converted the Debtors' Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code, effective as of July 14, 2008.  
Mark S. Wallach was appointed as the trustee for Performance
Transportation, Inc., et al.'s, Chapter 7 case.


PIERCE HOMES: Halts Operations; In Liquidation Talks with Banks
---------------------------------------------------------------
Pierce Homes of Carolina Inc. will cease its operations due to the
current housing and financial markets crises, Triangle Business
Journal says.  Vice president, Brian Pierce, confirmed the news
Tuesday, Aug. 5, 2008, Business Journal relates.

The company, according to Business Journal, is in talks with banks
and attorneys regarding a liquidation.  Mr. Pierce said he cannot
disclose the details of the liquidation.

Mr. Pierce, on behalf of the company's management, extended his
gratitude to Pierce Homes' staff and clients, Business Journal
notes.

Greensboro, North Carolina-based Pierce Homes of Carolina Inc.
builds homes and earns annual revenue of $20,000,000.  It was
founded by the Pierce family about 26 years ago.  Based on a Triad
Business Journal research, Pierce Homes closed on 240 homes in
2006, and 355 in 2005.  Its projects include Autumn Trace in
Alamance County and James Plantation in Guilford County.


PLASTECH ENGINEERED: 220 Employees in Franklin Plant to Lose Jobs
-----------------------------------------------------------------
About 220 employees will lose their jobs when Plastech Engineered
Products Inc. will close its facility at 309 Eddy Lane, in
Franklin, Tennessee, on August 10, 2008, Nashville Business
Journal said in a report.

Plastech, which wrote to the Tennessee Department of Labor and
Workforce informing about the closure, expects to complete the
shutdown by August 24.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is a 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)


PLASTECH ENGINEERED: Labor Dept. Aids Displaced Shreveport Workers
------------------------------------------------------------------
The U.S. Department of Labor, through its Trade Adjustment
Assistance Program, has granted a two-year scholarship and re-
employment assistance to 168 employees who were laid off from the
closure of Plastech Engineered Products, Inc.'s plant in
Shreveport, Louisiana, reports by KSLA.com and mLive.com
disclosed.

The TAA program aims to help trade-affected workers who have lost
their jobs as a result of increased imports or shifts in
production out of the United States, the U.S. Department of Labor
website said.  The case of the Shreveport employees qualified
under TAA, KSLA.com said.

The displaced employees can attend orientation session until
August 1, 2008, and may elect training programs free of cost,
Plastech's HR Manager Dino Frederick said.  The transition center
also offers computers, Internet access, and staff assistance to
the program beneficiaries in matters of job search and training
information, among other similar services.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is a 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)


PLASTECH ENGINEERED: Court Okays 503(b) Claims Resolution Process
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved Plastech Engineered Products Inc. and its debtor-
affiliates' proposed procedures for determining as to whether to
allow -- or disallow -- each administrative claim pursuant to
Section 503(b)(9) of the U.S. Bankruptcy Code.

In their motion, the Debtors have noted that because of the
volume of 503(b)(9) Claims pending for review, they may be unable
to review all of those claims by the July 27 deadline.  The
Debtors added that they previously requested for an expedited
time-frame to adjudicate the 503(b)(9) Claims based on the
possibility that those claims may go unfunded.  They, however,
informed the Court that they have obtained, from the proceeds of
their assets sales, funding of $17,500,000 for allowed 503(b)(9)
Claims.

The Court, accordingly, gave the Debtors until Sept. 15, 2008, to
file omnibus objections to 503(b)(9) Claims that:

   (a) are duplicative;

   (b) are filed in the wrong Debtors' case;

   (c) are amended or superseded by other claims;

   (d) are filed after the bar date; or

   (f) do not otherwise comply with the information and
       documentation requirements.

The Debtors may file objections to 503(b)(9) Claims on
substantive grounds on or before the later of:

    (i) a day that is 60 days after the effective date of any
       confirmed plan of reorganization;

   (ii) a day that is 30 days after the entry of a final order
       overruling all or the last pending Omnibus Objection to
       the 503(b)(9) Claim; and

   (iii) other date as the Court may direct.

The Debtors' proposal to implement, and the terms of, the Claims
Reconciliation Procedures raised various concerns from certain
claimants, specifically:

     * Termax Corporation,

     * Harman Becker Automotive Systems, Inc., together with NB
       Coatings and Vivatar, Inc.,

     * KW Plastics, Recycling Division,

     * The Dow Chemical Company, and

     * Acord Holdings, LLC.

Termax argued the Procedures do not comply with Section
1129(a)(9) of the Bankruptcy Code because the Debtors do not seek
to resolve all objections to 503(b)(9) Claims prior to the
confirmation of a plan.  Dow Chemical and Acord Holding said that
the deadline to file substantive objections is tantamount to
denying the rights due to claimants.  Dow Chemical suggested that
a process should be set to allow claimants to participate, so
that a determination be completed before any plan is confirmed.

KW Plastics argued the Section 503(b)(9) claims filing deadline
should also be extended.  While the Debtors sought an extension
of their deadline to object to 503(b)(9) Claims, the May 30
deadline to file claims remained in place.  KW Plastics wasn't
able to file its administrative expense claim prior to the
deadline.

Harman, et al., noted that while outstanding 503(b)(9) Claims
have reached $29,000,000, the Debtors only allocated $17,500,000
to satisfy those claims.  They object to any proposal that would
limit the funds available for allowed 503(b)(9) Claims, and
sought clarification that the $17,500,00 reserve is not
equivalent of a cap on the amount distributable to 503(b)(9)
Claimants.

The Debtors relate that they have concurred with the dissenting
parties for the Court's entry of an order granting the Claims
Resolution Procedures.  The Court, accordingly, has approved the
Procedures.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is a 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)


PLASTECH ENGINEERED: Court Extends Plan-Filing Period to Sept. 28
-----------------------------------------------------------------
At the behest of Plastech Engineered Products Inc. and its debtor-
affiliates, the U.S. Bankruptcy Court for the Eastern District of
Michigan pushed through Sept. 28, 2008, the deadline for the
Debtors to file a Chapter 11 plan of reorganization.

The Court also fixed Nov. 28, 2008 as the deadline for the Debtors
to solicit acceptances of that plan.  During that timeframe, the
Debtors will have the exclusive rights to submit and solicit
creditor support of a Chapter 11 plan.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is a 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)


PLASTECH ENGINEERED: Sued by Plastic Mold Over Unpaid Tooling
-------------------------------------------------------------
Plastic Mold Technology Inc. sued Plastech Engineered Products
Inc. and its debtor-affiliates, and General Motors Corporation in
order to enforce its lien on $270,000 worth of unpaid tooling PMT
manufactured for the Debtors' use in General Motors' GMT 265
Program.

Prior to the date of bankruptcy, the Debtors sent Purchase Order
No. T154364 for the design, fabrication and manufacture of front
and rear outer cladding tooling for General Motors' GMT 265.  PMT
says it did not receive any complaints for defects from either
the Debtors or General Motors after it shipped the tooling in
July 2007.  Upon information and belief, General Motors
controlled nearly every aspect of the Tooling production, and of
the use of the Tooling to manufacture plastic automobile parts.  
PMT expected General Motors to make "pass-through" payments to
the Debtors, being General Motors' agent.  However, neither the
Debtors nor General Motors has made full and final payment for
the tooling.

Under the Michigan Mold Lien Law, a moldbuilder who has not been
paid for a mold on which it has lien has the right, with proper
notice, to foreclose on the lien and sell the mold at public
auction to satisfy the debt.

PMT asserts it has complied with the MMLA by (i) permanently
affixed its company information on the Tooling, and (ii) filing a
Uniform Commercial Code Financing Statement, thereby perfecting
its lien on the Tooling.  To this end, PMT seeks that the Court
enter an order declaring that PMT has valid, perfected, first
priority lien on the Tooling.

PMT says General Motors is liable to it for unjust enrichment and
breach of contract for continually using the Tooling without
paying for its cost.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is a 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)


PROXYMED INC: Court Approves Bid Procedures and Auction Timetable
-----------------------------------------------------------------
MedAvant Healthcare Solutions, the trade name of ProxyMed Inc.,
disclosed that the U.S. Bankruptcy Court Judge presiding over its
chapter 11 case in Delaware approved the Debtor's proposed bid
procedures and timetable for the auction of the company's assets
on Sept. 8, 2008.  This is the second major court victory for the
company as it continues along its reorganization path while
continuing normal operations.

On July 24, the Court approved on an interim basis the company's
$2.9 million debtor-in-possession financing with its senior lender
Laurus Master Fund Ltd., to continue operations during chapter 11
in the ordinary course of business.

"Contrary to what some of our competitors are saying to our
customers, we are not 'bankrupt' and we are not going out of
business," Peter Fleming, MedAvant's interim chief executive
officer, said.  "The Court's ruling on our bid procedures and sale
timetable supports our strategy for the health and continuation of
the company for the long term.  We already have one purchaser
committed to acquiring the company and our employee base, and we
think it likely that any other bidders participating in the
auction would wish to do the same.  This is good news for our
employees, customers, partners, and vendors.  We greatly
appreciate their support and loyalty."

The company stated that it has a "stalking horse" purchaser in
Marlin Equity, and if there are no other bidders at the September
8 auction, the company will thereafter be sold to Marlin.  Under
the schedule approved by the Court, any bids from competing
bidders will have to be submitted first in writing on or before
Sept. 5, 2008.  The auction will then be conducted in Wilmington,
Delaware at the offices of the company's Delaware bankruptcy
counsel, Young Conaway Stargatt & Taylor, beginning at 9 a.m. on
Sept. 8, 2008.

The Court also approved the company's motions for the payment of
wages, the continuation of benefit and rebate programs, and the
payment of certain critical vendors to allow the company to
continue to provide uninterrupted service during the duration of
the chapter 11 case.  The company filed for chapter 11 protection
on July 23 in order to address its debt burdens through a sale and
restructuring process.

The company is represented in the bankruptcy case by Michael P.
Richman of Foley & Lardner LLP and Michael Nestor of Young,
Conaway, Stargatt & Taylor.

                        About ProxyMed Inc.

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

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


RADIOSHACK CORP: Fitch Affirms 'BB' Ratings on Adequate Liquidity
-----------------------------------------------------------------
Fitch Ratings has affirmed these ratings for RadioShack
Corporation:

  -- Long-term Issuer Default Rating at 'BB';
  -- Bank credit facility at 'BB';
  -- Senior unsecured notes at 'BB'.

The short-term IDR and commercial paper ratings have been
withdrawn as the commercial paper program has been terminated.  
The Rating Outlook is Negative.  RadioShack had $381.3 million in
debt outstanding at June 30, 2008.

The affirmation reflects RadioShack's broad geographic store base,
the recent improvement in the company's operating results and
credit metrics due to management's turnaround plan, and adequate
liquidity to meet its capital needs.  The ratings also consider
the continued soft operating trends in many of RadioShack's
business segments, Fitch's concern about RadioShack's long-term
ability to produce sustainable revenue growth and profitability,
and a highly competitive operating environment.

As of June 30, 2008, RadioShack operated 4,439 stores that are
conveniently located across the United States.  As a result of the
company's ongoing efforts to reduce costs and improve operational
efficiency, which included the closure of underperforming stores,
reduction in headquarters staffing, an updated inventory mix and
newly-remodeled stores, RadioShack's operating margins improved.  
EBIT margin increased to 8.9% in the last 12 months ending
June 30, 2008 from 4.2% in fiscal 2006.  This resulted in credit
metrics strengthening with LTM total adjusted debt/EBITDAR of 3.6
times versus 4.8x in 2006 and LTM EBITDAR to interest plus rent of
2.3x versus 1.8x during the comparable time period.

In addition, RadioShack's liquidity increased with cash of
approximately $578 million and availability of around $625 million
under its credit facilities as of June 30, 2008.  Fitch expects
RadioShack will remain prudent in its financial management and
cash usage, including the level of share repurchases.

Despite the improvement in profitability, the company's sales
performance remained weak in 2007 with same store sales declining
8.2%.  While RadioShack's same store sales trend turned positive
with the company reporting a 1.3% increase in the first half of
2008, the improvement was primarily driven by converter box sales
in the second quarter in anticipation of the digital transition
that will occur in February 2009.  Excluding converter box sales,
Fitch expects sustaining the positive top-line momentum could
remain challenging for RadioShack in the intermediate term as
sales in many of its business segments remain negative.  

For example, RadioShack's core wireless business, which accounts
for approximately one-third of its total revenues, continues to be
pressured by the declines in the Sprint wireless business.  Fitch
remains cautious about the company's long-term profitability given
expected soft revenue trends.

Of ongoing concern is the increasing competition in the consumer
electronics and wireless businesses from national big-box
retailers and discounters as well as wireless carriers and other
new wireless distribution channels.  These retailers offer a wide
selection of consumer electronics and wireless products and, as
they expand their store bases, are becoming increasingly
convenient to customers.


RAMP TRUSTS: Moody's Bares Underlying Ratings of FGIC-Backed Notes
------------------------------------------------------------------
Moody's Investors Service published, at the issuers' request, the
underlying ratings on the notes that are guaranteed by Financial
Guaranty Insurance Company.  The underlying rating reflects the
intrinsic credit quality of the notes in the absence of the
guarantee.  The ratings on the notes are consistent with Moody's
practice of rating insured securities at the higher of the
guarantor's insurance financial strength rating and any underlying
rating that is public.

The determination of the underlying ratings considered qualitative
and quantitative factors, including structural features of the
transactions.

Complete rating actions are:

Issuer: RAMP Series 2004-RS7

  -- Class Description: Class A-I-4

  -- Current Rating: Baa2

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Baa2

  -- Class Description: Class A-I-5

  -- Current Rating: Baa2

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Baa2

  -- Class Description: Class A-I-6

  -- Current Rating: Baa2

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Baa2

  -- Class Description: Class A-II-A

  -- Current Rating: Baa2

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Baa2

  -- Class Description: Class A-II-B2

  -- Current Rating: Baa2

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Baa2

  -- Class Description: Class A-III

  -- Current Rating: A3

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: A3

Issuer: RAMP Series 2004-RZ2

  -- Class Description: Class A-I-3

  -- Current Rating: A2

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: A2

  -- Class Description: Class A-I-4

  -- Current Rating: Baa1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Baa1

  -- Class Description: Class A-I-5

  -- Current Rating: Baa1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Baa1

  -- Class Description: Class A-I-6

  -- Current Rating: Baa1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Baa1

  -- Class Description: Class A-II

  -- Current Rating: Baa1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Baa1

Issuer: RAMP Series 2004-RZ4

  -- Class Description: Class M-1

  -- Current Rating: Aa1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Aa1

Issuer: RAMP Series 2005-EFC7

  -- Class Description: Class A-I-2

  -- Current Rating: Aaa

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Aaa

  -- Class Description: Class A-I-3

  -- Current Rating: Baa2

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Baa2

  -- Class Description: Class A-I-4

  -- Current Rating: B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: B3

  -- Class Description: Class A-II

  -- Current Rating: B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: B1

Issuer: RAMP Series 2005-NC1

  -- Class Description: Class A-I-2

  -- Current Rating: Aaa

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Aaa

  -- Class Description: Class A-I-3

  -- Current Rating: Baa3

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Baa3

  -- Class Description: Class A-I-4

  -- Current Rating: B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: B3

  -- Class Description: Class A-II

  -- Current Rating: B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: B1

Issuer: RAMP Series 2005-RS9

  -- Class Description: Class A-I-2

  -- Current Rating: Aaa

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Aaa

  -- Class Description: Class A-I-3

  -- Current Rating: Ba1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Ba1

  -- Class Description: Class A-I-4

  -- Current Rating: B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Caa1

  -- Class Description: Class A-II

  -- Current Rating: B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: B1

In a process outlined by Moody's on Feb. 20, 2008, Moody's will
publish underlying ratings at the issuer's request.


RED SHIELD: May Employ Bernstein Shur as Bankruptcy Counsel
-----------------------------------------------------------
The Hon. Louis H. Kornreich of the United States Bankruptcy Court
for the District of Maine authorized Red Shield Environmental, LLC
and RSE Pulp & Chemical, LLC, to hire Bernstein, Shur, Sawyer &
Nelson, P.A., as their bankruptcy counsel.

Bernstein Shur, among others, will advise the Debtors with respect
to their powers and duties as debtors-in-possession and the
continued management and operation of their businesses and
properties.

The Debtors related that Bernstein, Shur and its attorneys do not
hold or represent an interest adverse to the estate and are
"disinterested persons" as defined in Secion 101(14) of the U.S.
Bankruptcy Code.

The firm may be reached at:

   Robert J. Keach, Esq.
   Bernstein, Shur, Sawyer & Nelson, P.A.
   100 Middle Street
   Portland, Maine, 04104-5029
   Tel: (207) 774-1200

                         About Red Shield

Headquartered in Old Town, Maine, Red Shield Environmental, LLC --
http://www.redshieldenv.com/-- provides renewable energy for on-
site consumption.  The company and its affiliates, RSE Pulp &
Chemical, LLC, filed for Chapter 11 protection on June 27, 2008
(Bankr. D. Maine Lead Case No. 08-10634 and 08-10634).  Robert J.
Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection against their creditors, they listed assets of
between $50 million and $100 million, and debts of between
$1 million and $10 million.


RED SHIELD: May Engage Windsor Associates as Financial Consultant
-----------------------------------------------------------------
The Hon. Louis H. Kornreich of the United States Bankruptcy Court
for the District of Maine authorized Red Shield Environmental, LLC
and RSE Pulp & Chemical, LLC, to hire Windsor Associates as their
financial consultant.

As of the bankruptcy filing, the Debtors owed Windsor about $3,162
for fees in connection with the case.  The pre-petition balance
has been satisfied by principals of the Debtors.  Any post-
petition fees and costs will be paid out of the $100,000 in funds
reserved.

The Court ordered that Windsor will be paid 90% of its fees and
100% of its costs every month for which the firm provides an
invoice to the Debtors.

The Debtors related that Windsor and its professionals are
disinterested and do not represent or hold any interest adverse to
the Debtors or the estates.

The firm can be reached at:

   John C. Thibodeau, CTP
   Windsor Associates
   P.O. Box 249
   Portland, Maine 04112-0249
   Tel: 207-767-9100
   Fax: 207-767-1100
   http://windsorassociates.com/

                         About Red Shield

Headquartered in Old Town, Maine, Red Shield Environmental, LLC --
http://www.redshieldenv.com/-- provides renewable energy for on-
site consumption.  The company and its affiliates, RSE Pulp &
Chemical, LLC, filed for Chapter 11 protection on June 27, 2008
(Bankr. D. Maine Lead Case No. 08-10634 and 08-10634).  Robert J.
Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection against their creditors, they listed assets of
between $50 million and $100 million, and debts between $1 million
and $10 million.


RESIDENTIAL CAPITAL: DBRS Keeps 'CCC' Rating with Negative Trend
----------------------------------------------------------------
DBRS commented on the second quarter 2008 results of Residential
Capital, LLC.  DBRSs CCC Issuer Rating for ResCap and Negative
trend remain unaffected.

This comment follows ResCaps earnings release, which indicates a
loss of $1.9 billion for the second quarter of 2008, representing
an approximate $1.0 billion increase from the previous quarter.  
Driving this quarters loss were increased loan provisioning,
realized losses on asset sales and an increase in reserves for
loan repurchases.

The ongoing weakness in the U.S. housing market and the difficult
operating environment continues to negatively impact ResCaps
performance.  Credit performance of the portfolio assets continued
to weaken, while house price declines increased loss severity,
driving higher loan loss provisions and other impairments.  During
the quarter, ResCap recorded $467 million in loan loss provisions
for its held for investment portfolio and $397 million of
impairment related to the value of its held for sale mortgage
portfolio.  The company was successful in selling non-conforming
assets, which generated substantial cash, however, resulted in
ResCap incurring approximately $1.0 billion of losses associated
with these sales.

DBRS recognizes that these transactions represent progress in
managements efforts to reduce the size of the company's balance
sheet.  Partially offsetting these aforementioned losses was a
gain of $647.0 million associated with the early retirement of
debt.  DBRS views this quarters loss as outsized, given the
company's reduced equity base and, in DBRSs opinion, the company
has limited ability to manage additional sizable losses.

While DBRS recognizes that the debt restructuring and the other
liquidity initiatives implemented during the quarter  combined
with support gained from GMAC and its shareholders have improved
ResCaps near-term liquidity profile, in DBRSs opinion the company
still faces very significant liquidity pressures.  Given the
current environment, DBRS views ResCaps ongoing business
fundamentals as weak, as ResCap continues to face pressures from
its legacy portfolios, the slowed U.S. housing market and the
difficult capital markets environment.


REXVILLE OPEN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rexville Open MRI & CT Center, Inc.
        Urb Cana, RR 13 Calle 11
        Bayamon, PR 00957

Bankruptcy Case No.: 08-05015

Type of Business: The Debtor provides medical imaging services.

Chapter 11 Petition Date: August 1, 2008

Court: District of Puerto Rico (Old San Juan)

Judge: Sara E. de Jesus Kellogg

Debtor's Counsel: Luisa S. Valle Castro, Esq.
                     Email: notices@condelaw.com
                  C. Conde & Associates
                  254 Calle San Jose 5th Fl.
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  http://www.condelaw.com/

Total Assets: $691,309

Total Debts:  $2,967,120

A copy of Rexville Open MRI & CT Center, Inc.'s petition is
available for free at http://bankrupt.com/misc/prb08-05015.pdf


ROSS GRUMET: Case Summary & Seven Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ross F. Grumet
        2500 Peachtree Road
        Suite 606 North
        Atlanta, GA 30305

Bankruptcy Case No.: 08-75039

Chapter 11 Petition Date: August 4, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: William L. Rothschild, Esq.
                  Ellenberg, Ogier, Rothschild & Rosenfeld
                  170 Mitchell Street, S.W.
                  Atlanta, GA 30303-3424
                  Tel: (404) 525-4000
                  br@eorlaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's list of its Seven Largest Unsecured
Creditors is available at:

            http://bankrupt.com/misc/gan08-75039.pdf


RURAL CELLULAR: Moody's Raises $60MM Debt Facility Ratings to Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior note ratings of
Rural Cellular Corporation to A3 and the subordinated note ratings
of Rural to Baa1 in conjunction with the closing of Verizon
Wireless' acquisition of Rural.  The upgrades were based upon the
issuance of unconditional and irrevocable guarantees of the notes
(on either a senior or a senior subordinated basis) by Verizon
Communications (rated A3 senior unsecured).  The senior guarantees
rank pari passu with all of Verizon's senior unsecured debt.
Verizon's long-term ratings remain under review for possible
downgrade because of VZW's proposed acquisition of Alltel
Corporation. Accordingly, Rural's guaranteed note ratings were
also placed on review for possible downgrade.

Moody's also upgraded Rural's corporate family and probability of
default ratings, and the ratings on its senior secured bank
facility and junior exchangeable preferred stock.  However, as
these securities were not guaranteed by Verizon or VZW, the rating
lift was limited to two notches based on Moody's published
methodology for rating non-guaranteed subsidiaries.  These rating
actions conclude the review for upgrade of Rural's debt commenced
on July 30, 2007.  Moody's also said it will withdraw Rural's
corporate family rating and the probability of default rating, and
the ratings on all of its non-guaranteed debt, which was repaid by
Verizon at closing.

Rating actions taken:

Issuer: Rural Cellular Corporation

  -- Corporate Family Rating, upgraded to B1 from B3, to be
     Withdrawn

  -- Probability of Default Rating, upgraded to B1 from B3, to be
     Withdrawn

  -- $510.0 Million 8.25% Senior Secured Notes due 2012, Upgraded
     to A3 from Ba3

  -- $325.0 Million 9.875% Senior Notes due 2010, Upgraded to A3   
     from B3

  -- $425.0 Million Senior Subordinated Floating Rate Notes due
     2013, Upgraded to Baa1 from Caa2

  -- $175.0 Million Senior Subordinated Floating Rate Notes due
     2012, Upgraded to Baa1 from Caa2

  -- $148.0 Million 12.25% Junior Exchangeable Preferred Stock due
     2011, upgraded to B3 from Caa2, to be Withdrawn

  -- $60.0 Million Senior Secured Bank Credit Facility due 2010,
     upgraded to Ba1 from Ba3, to be Withdrawn

Review actions taken:

Issuer: Rural Cellular Corporation

Ratings under Review for Possible Downgrade

Headquartered in New York City, Verizon Communications Inc. is the
second largest telecommunications provider in the United States
delivering broadband and other wireline and wireless communication
services to residential, business, government and wholesale
customers. Verizon Wireless, headquartered in Basking Ridge, NJ is
a joint venture between Verizon Communications, which owns 55%,
and Vodafone, which owns the remainder. Rural Cellular
Corporation, based in Alexandria, Minnesota, was acquired by
Verizon Wireless on Aug. 6, 2008.


RURAL CELLULAR: Fitch Lifts Junk Rtng to A+ on Closed Verizon Deal
------------------------------------------------------------------
Fitch Ratings has upgraded and removed from Rating Watch Positive
the issuer default rating and long-term debt ratings of Rural
Cellular Corporation to recognize the guarantees executed by
Verizon Communications, Inc. following Verizon Wireless'
announcement that it had completed the acquisition of Rural on
Aug. 7, 2008:

  -- Long-Term IDR to 'A+' from 'CCC';
  -- $510 million secured notes (second lien) due 2012 to 'A+'
     from 'B-/RR2';

  -- $325 million senior unsecured notes due 2010 to 'A+' from
     'CCC-/RR5';

  -- $175 million senior subordinated notes due 2012 to 'A' from
     'CC/RR6';

  -- $425 million senior subordinated notes due 2013 to 'A' from      
     'CC/RR6'.

Rural's ratings had been placed on Rating Watch Positive on July
30, 2007.

To conform to the current rating status of Verizon, Rural's IDR
and security ratings have been placed on Rating Watch Negative.  
The long-term ratings of Verizon and its affiliates were placed on
Rating Watch Negative on June 5, 2008 due to Verizon Wireless'
proposed acquisition of Alltel Corporation for an aggregate
consideration of $28.1 billion.  The acquisition of Alltel
reflects equity consideration of $5.9 billion and Alltel's
$22.2 billion of net debt expected at the time of the
transaction's targeted completion at the end of 2008.  Fitch
believes, pending final review of the Alltel transaction, that a
downgrade, if necessary, would be limited to one notch.

The upgrade of Rural's IDR and debt ratings reflects Verizon's
full and unconditional guarantees executed on Rural's obligations
under the respective indentures of the guaranteed securities.  The
guarantees are irrevocable unless and until the securities are
otherwise redeemed, repaid, or defeased under the terms of the
guarantees.  The second-lien notes and the senior unsecured notes
are guaranteed by Verizon on a senior basis; the senior
subordinated notes are guaranteed on a senior subordinated basis.

Fitch expects to withdraw the ratings on Rural approximately 30
days after Verizon Wireless closes on its acquisition of Rural, as
the debt is expected to be retired and no further public debt
issuances by Rural are expected.

Fitch is also withdrawing these ratings on Rural's bank credit
facility and preferred stock:

  -- $60 million first lien credit facility rated 'B/RR1';
  -- 12.25% junior exchangeable preferred stock rated 'C/RR6'.

At the close of the transaction, Verizon Wireless repaid the
credit facility - which had $58 million outstanding on June 30,
2008 - and called the preferred stock for redemption.


SHAPES/ARCH HOLDINGS: Emerges from Chapter 11 Bankruptcy
--------------------------------------------------------
Shapes/Arch Holdings, LLC and its debtor-affiliates exited from
Chapter 11 protection.  An affiliate of H.I.G. Capital, a private
equity firm, now owns the company and had provided debtor-in
possession financing to the company since May 8, 2008.

As reported in the Troubled Company Reporter on July 1, 2008,
H.I.G Capital's unit Arch Acquisition I, LLC, won the sale of the
equity of the reorganized Debtors.  The H.I.G. unit has closed the
$91,500,000 transaction, wherein the H.I.G unit paid $31,500,000
in cash and assumed the Debtors' $60,000,000 bank debt to CIT
Group Inc. and other lenders.  The Debtors assigned their aluminum
extruder and their steel, vinyl and aluminum-fabricating plants to
the H.I.G unit.

Wells Fargo Foothill, part of Wells Fargo & Company, provided at
least $65 million senior secured facility to the company.  

"[The company] debut[s] as a more efficient and fully
recapitalized company armed with a rekindled commitment to
servicing our customers with world class products and services,"
stated Steven S. Grabell, the company's chief executive officer.

"[The company] look[s] forward to our partnership with H.I.G. and
Signature with the financial support of Wells Fargo Foothill,"
Paul Sorensen, Jr, the company's chief financial officer added.

On July 24, 2008, the Hon. Gloria M. Burns of the United States
Bankruptcy Court for the District of New Jersey confirmed the
Debtors' third amended joint Chapter 11 plan of reorganization
dated May 23, 2008.

                        Third Amended Plan

On the effective date of the Third Amended Plan, Arch Acquisition
or its designee will either:

   (a) amend and restate the DIP Agreement; or

   (b) enter into a exit loan as part of its commitment to fund up
       to $91,500,000 for distributions under the Plan.

The principal amount of the Exit Facility outstanding on the
Effective Date will be approximately $26,700,000.

The Third Amended Plan classifies claims against and interests in
the Debtors in 12 classes.  The classification and treatment of
claims and interests are:

                 Treatment of Claims and Interest

                   Type of             Estimated       Estimated
  Class            Claim               Amount          Recovery
  -----            -------             ---------       ---------
  Unclassified     Administrative      $2,513,606         100%
                   Claims

  Unclassified     Fee Claims          $800,000           100%

  Unclassified     Priority Tax        $84,667            100%
                   Claims

  1                Other Priority      $1,514,113         100%
                   Claims

  2                Secured Real        $747,939           100%
                   Estate Claims

  3                Arch DIP Claim      $26,700,000        100%

  4                CIT DIP Claims      $54,600,000        100%

  5                Secured Claims      $TBD               100%
                   Purchase Money
                   Security Interest

  6                Secured Claims of   $200,000           100%
                   Warehousemen and
                   Shippers

  7                Collateralized      TBD                100%
                   Insurance Program
                   Claims

  8                Miscellaneous       $75,000            100%
                   Secured Claims

  9                Environmental       Unknown            TBD
                   Claims

  10               General Unsecured   $38,121,413        TBD
                   Claims

  11               Ben Interest        NA                 0%

  12               Class 12 Interest   NA                 100%

Classes 5, 6, 7, 8, 9, 10 and 11 are impaired under the Plan and
the holders of claims in these classes are entitled to vote on the
Plan.

Any holder in Class 5 of a purchase money security interest in
equipment or a lessor of equipment who has not properly perfected
its interest under the Uniform Commercial Code will be treated as
a Class 10 unsecured creditor.  The Reorganized Debtors will have
the right to prepay the Class 5 Claims in whole or in part without
penalty.  If the Reorganized Debtors pre-pay, in part, they will
remain responsible for the balance of any Allowed Claim.

Holders of Class 6 Shippers and Warehousemen Claims may be paid in
full or in 24 equal monthly installments of principal, plus
interest at 6% per annum.

Allowed Secured Claims in Class 7 of those entities holding cash
deposits or letters of credit which are acting as collateral
security for the workers' compensation insurance policies of the
Debtors, will retain on account of the Allowed Secured Claim the
cash deposit or Letter of Credit.  However, the claimants are to
return to the Reorganized Debtors all collateral being held in
excess of the Allowed Secured Claims.

The Environmental Protection Agency will receive $300,000 and the
New Jersey Department of Environmental Protection will receive
$25,000 on account of their Class 9 Environmental Claims under the
Plan.  Funding for these distributions and other distributions to
holders of Environmental Claims will be made solely from proceeds
of applicable insurance policies.

The Debtors have noted that numerous claims have been filed
asserting Environmental Claims of several billion dollars.  The
Debtors believe those claims are grossly overstated and
objectionable.

Holders of Class 10 General Unsecured Claims will be paid through
the liquidation trust. The Reorganized Debtors will transfer
certain assets to the trust including avoidance actions and
certain other actions under Chapter 5 of the Bankruptcy Code.  The
Troubled Company Reporter related May 15 that earlier Plan
versions provide for a 10% to 14% recovery to Class 10 claimants.

The Debtors believe class 10 claimants could get a 7% to 14%
recovery, given an expected $5,000,000 to be infused into the
trust.

A full-text copy of the Debtors' Third Amended Plan is available
at no charge at http://ResearchArchives.com/t/s?2ce4

                      About Shapes/Arch

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.

The U.S. Trustee for Region 3 appointed Alcan, Inc.; RUSAL America
Corp.; PSE&G; Glencore Ltd.; Coil Plus PA, Inc.; Perfect Trade
Development Co./Kotech Industry and Co. Ltd.; UPS; Acme Corrugated
Box Co.; and Colorworks Graphic Services, Inc., to the Official
Committee of Unsecured Creditors.  Halperin Battaglia Raich LLP
represents the Committee in this cases.

When the Debtors filed for protection against their creditors,
they listed assets between $10 million to $50 million and debts
between $50 million to $100 million.


SMITH FAMILY: Files for Chapter 7 Liquidation; Ends 10-Year Biz
---------------------------------------------------------------
Smith Family Homes in Tampa, Florida ended its decade-long family
partnership by filing for chapter 7 liquidation Friday, July 25,
2008, James Thorner of the St. Petersburg Times reports.  The
Times says that the Debtor intends to dispose of its assets over
the next few months.

Smith Family owes various suppliers, contractors, and creditors,
including SunTrust and Wachovia bank, the Times notes.  Some home
buyers received certified letters and lien notices from various
contractors, which are still owed by the Debtor, the Times
relates.

The Debtor was forced to keep house and lots valued less than what
it owed to the bank, the Times quotes Debtor counsel, Scott
Stichter, Esq., as saying.  Smith Family's efforts to obtain
additional capital through a last-minute deal fell apart, Mr.
Stichter said.

According to the report, the Debtor disclosed debts between
$10 million and $50 million.

Smith Family Homes joins in the list of failing home builders in
Tampa.  Local building industrial consultant, Marvin Rose,
commented that Smith Family earned a reputation through its
projects such as Seven Oaks, Connerton, Wilderness Lakes Preserve
and Panther Trace.  The Debtor priced some of its homes in excess
of $500,000, the Times says.

Smith Family Homes president, Ron Smith, began as an executive
with national builder of M/I Homes.  He operated independently in
1998.


SMITH FAMILY: Regions Bank and BofA Want to Foreclose on Assets
---------------------------------------------------------------
Regions Bank and Bank of America Corp. filed separate petitions
with the U.S. Bankruptcy Court for the Middle District of Florida
in Tampa asking to lift the automatic stay so they can each pursue
foreclosure actions against the assets of Smith Family Homes
Corp., Kevin Fung writes for The Deal.

Regions Bank, through its August 1 motion, told the Court that it
is owed more than $7 million, according to The Deal.  BofA, in its
July 30 motion, said that it sued the Debtor before it filed for
bankruptcy.  BofA is owed $7.3 million secured by the Debtor's
assets in Florida, The Deal relates.

The Court is set to hear Region Bank's request on Aug. 12, 2008,
and BofA's request on Aug. 19, 2008, The Deal says.

Smith Family Homes president, Ron Smith, began as an executive
with national builder of M/I Homes.  He operated independently in
1998.  Smith Family filed its chapter 7 petition on July 25, 2008
(Bankr. M.D. Fla).  Carolyn Chaney, Esq., in St. Petersburg, Fla.,
serves as the chapter 7 trustee in the case.  Allan Watkins, Esq.,
at Watkins Law Firm PA, represents the Debtor.


SONITROL OF MOBILE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Sonitrol of Mobile, Inc.
        aka Sonitrol of Birmingham  
        1800 Montclaire Lane
        Vestavia Hills, AL 35216

Bankruptcy Case No.: 08-12846

Type of Business: The Debtor sells security alarms.

Chapter 11 Petition Date: Aug. 6, 2008

Court: Southern District of Alabama (Mobile)

Judge: William S. Shulman

Debtor's Counsel: John G. Morrison, II, Esq.
                  P.O. Box 360957
                  Birmingham, AL 35236
                  Tel: (205) 602-6905

Estimated Assets: $10 million to $50 million

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

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


SOVEREIGN COMMERCIAL: Fitch Holds Ratings on Stable Performance
---------------------------------------------------------------
Fitch Ratings has affirmed Sovereign Commercial Mortgage
Securities Trust's commercial mortgage pass-through certificates,
series 2007-C1, as:

  -- $22.2 million class A-1 at 'AAA';
  -- $501.3 million class A-1A at 'AAA';
  -- $231.5 million class A-2 at 'AAA';
  -- $105.2 million class AJ at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $15.2 million class B at 'AA';
  -- $17.7 million class C at 'A';
  -- $20.3 million class D at 'BBB+';
  -- $10.1 million class E at 'BBB';
  -- $7.6 million class F at 'BBB-';
  -- $2.5 million class G at 'BB+';
  -- $2.5 million class H at 'BB';
  -- $3.8 million class J at 'BB-';
  -- $2.5 million class K at 'B+';
  -- $3.8 million class L at 'B';
  -- $2.5 million class M at 'B-'.

Fitch does not rate the $8.9 million class N certificates.

The affirmations reflect stable performance since issuance.  As of
the July 2008 distribution date, the pool's aggregate certificate
balance has decreased 5.5% to $957.8 million from $1.014 billion
at issuance.

Fitch has identified 18 Loans of Concern (5.2%), including two
assets in special servicing (0.47%).  The largest specially
serviced asset (0.34%) is a multifamily property in Fort Myers,
Florida.  The special servicer is pursuing foreclosure.  The
second specially serviced asset (0.13%) is a multifamily property
located in Waterbury, Connecticut.  Fitch expects losses on the
specially serviced assets to be absorbed by the non-rated class N.

The largest loan (3.9%) is secured by a portfolio of 34 multi-
family and mixed-use properties located throughout New Jersey.
Reported occupancy was 92% for the portfolio as of year-end 2007.


SPECTRUM BRANDS: Posts $283.9MM Net Loss in Quarter Ended June 29
-----------------------------------------------------------------
Spectrum Brands Inc. disclosed Thursday its financial results for
its third fiscal quarter ended June 29, 2008.

The company reported a net loss of $283.9 million for the fiscal
2008 third quarter, compared with a net loss of $7.5 million in
the same period of fiscal 2007.  

Results for the fiscal 2008 third quarter include:

  -- Goodwill and trade names impairment charges of
     $253.7 million, primarily related to the company's Home &   
     Garden and Global Pet Supply businesses;

  -- Adjustments to income tax expense of $19.1 million to exclude
     the effect of the impact of the valuation allowance against
     deferred taxes and other tax related items;

  -- Restructuring and related charges of $14.3 million, primarily
     associated with the company's strategy to exit Ningbo
     Baowang, a battery manufacturing facility in China, and
     company-wide cost reduction initiatives;

  -- Professional fees of $2.9 millionincurred in connection with
     the proposed sale of the company's Global Pet Supplies
     business;

  -- other items netting to a benefit of $2.8 million

With strong top-line growth in all three business segments, the
company's third quarter net sales of $729.6 million represented a
10.5 percent increase over the prior year, after excluding the
Canadian division of the Home & Garden Business, which the company
sold in November 2007.  Favorable foreign currency exchanges
contributed $29.6 million.

"I'm pleased with our strong sales growth for the quarter, which I
believe reflects the strength of our new product offerings and
marketing programs as well as a consumer shift towards value
brands during this tough economic time," said Kent Hussey, chief
executive officer of Spectrum Brands.

The company saw strong adjusted EBITDA growth, a non-GAAP
measurement which the company believes is a useful indicator of
the operating health of the business and its trajectory, in both
its Global Batteries & Personal Care and its Global Pet Supplies
segments.  These results were offset, however, by significant raw
material input cost pressures in the company's Home & Garden
Business segment.  Consolidated adjusted EBITDA was $81.2 million
as compared with $87.7 million in the third quarter of the prior
year, a 7.4 percent decline driven by the unprecedented cost
increases in the company's fertilizer operations within its Home &
Garden Business segment.

Gross profit and gross margin for the quarter were $261.4 million
and 35.8 percent, respectively, versus $253.9 million and 38.5
percent for the same period last year.  Within cost of sales, the
company incurred restructuring and related charges of
approximately $13.9 million, negatively impacting this quarter's
margin by 190 basis points, primarily related to the company's
strategy to exit the Ningbo battery manufacturing facility in
China.  During the third quarter of fiscal 2007, cost of sales
included $4.1 million of restructuring and related charges.  The
remainder of the variance was primarily driven by extremely
volatile commodity costs.

The company generated a third quarter operating loss from
continuing operations of $259.8 million versus operating income of
$45.6 million in the same period last year.  The primary reasons
for the decline were $303.3 million in goodwill and trade names
impairments.

Interest expense was $57.1 million compared to $59.4 million in
the same period last year.

                      About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of      
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect control
products, personal care products and portable lighting.

At March 30, 2008, the company's consolidated balance sheet showed
$3.31 billion in total assets and $3.54 million in total
liabilities, resulting in a $232.9 million total stockholders'
deficit.

                          *     *     *

As reported in the Troubled Company Reporter on July 22, 2008,
Moody's Investors Service affirmed Spectrum Brands Inc.'s  
Corporate family rating at Caa1 and Probability-of-default rating
at Caa2.


SPECIALIZED TECHNOLOGY: S&P Says Rating Unaffected by Parent IPO
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on Specialized Technology Resources Inc. (B/Positive/--)
would not be affected at this time by the announcement by the
company's parent, STR Holdings Inc., to commence an approximately
$300 million initial public offering (IPO) of its common stock.
Proceeds from the IPO are expected to be used to redeem common
stock from selling shareholders (of which the company will get no
proceeds), repay outstanding bank debt, and for general corporate
purposes. However, the amount of debt reduction has yet to be
determined. The company had about $260 million of outstanding debt
on March 31, 2008.

STR is currently enjoying strong cash flow generation amid robust
demand in both its solar business and quality assurance services.
The rating and outlook incorporate our expectations that the
current healthy industry fundamentals will continue during the
intermediate term.


STARWICH INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Starwich, Inc.
        525 West 42nd Street
        New York, ny 10036

Bankruptcy Case No.: 08-13074

Related Information: Mike Ryan, president, filed the petition on
                     the Debtor's behalf.

Chapter 11 Petition Date: August 4, 2008

Court: Southern District of New York

Judge: James M. Peck

Debtor's Counsel: Howard Greenberg, Esq.
                  Ravin Greenberg, LLC
                  101 Eisenhower Parkway
                  Roseland, NJ 07068
                  Tel: (973) 226-1500
                  Fax: (973) 226-6888
                  (hgreenberg@ravingreenberg.com)

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

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/NYsb08-13074.pdf


STEVE & BARRY'S: Court OK's Payment to Athlete Venus Williams
-------------------------------------------------------------
According to Reuters, the Honorable Allan L. Gropper of the United
States of Southern District of New York has allowed the payment of
$250,000 owed by Steve & Barry's, LLC, and its debtor-
affiliates to athlete Venus Williams under her license agreement
with the Debtors, because Ms. Williams will be wearing Steve &
Barry's apparel while competing in the 2008 Beijing Olympic Games.

The Court decided that royalty payments to athletes Laird Hamilton
and Ben Wallace will have to wait until after the August 18, 2008
auction of the Debtors' assets, since "the need to pay them wasn't
immediate," TheDeal.com reported.

According to the terms of the license agreements with the
celebrities, Ms. Williams and Messrs. Hamilton and Wallace are
entitled to certain royalty payments.  These royalty payments have
accrued and are or will be due to be paid:

     Celebrity         Royalty Amount Due   Payment Due
     ---------         ------------------   -----------
     Laird Hamilton              $300,000      07/01/08
     Ben Wallace                   75,000      07/30/08
     Venus Williams               250,000      07/30/08

Judge Gropper told the athletes to "show that Steve & Barry's
would benefit from something other than 'amorphous good will' by
paying [them] now," Reuters reported.

                          PrenSB Objects

PrenSB, LLC, tried to block the Debtors' request to pay royalties.  
PrenSB and the Debtors are parties to a term loan credit
agreement, dated February 1, 2008, as modified by a Forbearance
Agreement, dated June 20, 2008.  As of July 9, 2008, the
outstanding principal amount owed by the Debtors was $30,000,000,
plus all accrued and unpaid interest, any fees, expenses, and
disbursements, indemnification obligations and other charges.

PrenSB said that all amounts due to it under the loan
arrangement is secured by a lien against substantially all assets
of the Debtors.

The Debtors have not identified any concrete benefit to their
bankruptcy estates that would warrant an immediate payment of
$625,000 to three prepetition unsecured creditors -- celebrity
licensors Laird Hamilton, Ben Wallace, and Venus Williams,
Jeffrey D. Ganz, Esq., at Riemer & Braunstein LLP, in Boston,
Massachusetts, said.

Nor have the Debtors demonstrated that the sale process they are
undertaking would be impaired in any way by the failure to make
the royalty payments, he added.

The request for payment does not assert that any of the
Celebrities have indicated a present intent to breach the
Agreements if the prepetition royalty payments are not made, nor
does the Motion suggest that the Agreements would not be assumed
by the Debtors in any event, thus requiring a cure of any
deficiency, Mr. Ganz pointed out.

To the extent that courts have allowed prepetition unsecured
obligations, these were allowed upon a more developed evidentiary
record, or under very distinguishable facts, he asserted.  In the
present case, Mr. Ganz continued, the Debtors' Motion does not
flow from concrete and ascertainable inventory and cash flow
issues, but rather from vague statements concerning the Debtors'
relationships with the Celebrities.

For these reasons, the Motion should be denied or, at the very
least, a decision should be postponed until the results of the
Debtors' efforts to sell their business as a going concern become
apparent, Mr. Ganz told the Court.

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed  
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

When the Debtors filed for bankruptcy, it listed $693,492,000 in
total assets and $638,086,000 in total debts.

(Steve & Barry's Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or      
215/945-7000)


STOLLE MACHINERY: Moody's Places Corporate Family Rating at B2
--------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and B2 probability of default rating for Stolle Machinery Company
LLC.  Simultaneously, Moody's also assigned B1 (LGD 3, 37%)
ratings to the company's $299 million senior secured first lien
credit facilities.  The rating outlook is negative.  The ratings
are being assigned in conjunction with the acquisition of Stolle
by investments funds managed by GSO Capital Partners LP and its
affiliates from Littlejohn Fund III LP.  The previous ratings on
Stolle will be withdrawn.

The negative outlook reflects the significant increase in leverage
pro-forma for the transaction.  While Moody's recognizes the
company's leadership position in a niche industry along with its
continued robust EBITDA margins, the transaction results in a much
more highly leveraged profile with diminished free cash flow
relative to debt.  As a result of GSO's acquisition, total
adjusted debt will increase meaningfully.  Despite GSO's
significant equity contribution, Moody's estimates that adjusted
leverage, as measured by Debt/EBITDA, will rise to well over 6x.
This is elevated for the B2 rating, and the negative outlook
signals that the absence of material free cash flow applied to
debt reduction could pressure the ratings.

The B2 CFR reflects Stolle's small revenue size, high customer
concentration, and a competitive landscape that includes one of
Stolle's largest customers.  The rating also considers the
company's good liquidity, sufficient EBITDA levels that are
expected to cover interest expense, strong end markets for can
beverages, and growing proportion of revenue derived from the
aftermarket sales and service segment.  Moreover, Moody's notes
that Stolle's underlying business performance has improved
significantly since Moody's initial rating in September 2006, and,
as the largest player in the can equipment market, the company is
likely poised to benefit from growth in emerging markets.

Acquisition consideration will include $269 million from a first
lien term loan, a subordinated mezzanine term loan (not rated by
Moody's), with the remainder funded from a mixture of preferred
and common equity provided by the equity sponsor and existing
management.  A new $30 million revolving credit facility is
expected to be undrawn at closing.

Stolle Machinery Company LLC, headquartered in Centennial,
Colorado, is the leading provider of capital equipment, spare
parts, tooling and dies, and services to the beverage and food can
industries.  Stolle sells its machinery and services on a global
basis.  Stolle is majority-owned by investment funds managed by
GSO Capital Partners LP (GSO) and its affiliates.


STURGIS IRON: Committee Wants to File OWN Chapter 11 Plan
---------------------------------------------------------
The Official Committee of Unsecured Creditors asks the United
States Bankruptcy Court for the Western District of Michigan for
permission to file a competing Chapter 11 liquidation plan, Erik
Larson of Bloomberg News reports.

The Committee also asks the Court to reduce Sturgis Iron's
exclusive period to solicit acceptances of a chapter 11 plan.  The
Court will convene a hearing August 14, 2008, at 1:30 p.m. to
consider that request.

The Committee told the Court that they should get a chance to
increase payments on claims that are not secured by any
collateral, the report says.  The Debtor's plan dated July 31,
2008, will pay $3.7 million to unsecured creditors holding $37.1
million in claims, the report notes.

On the other hand, the plan will pay $65.3 million in cash to
creditor holding $96.3 million in claims, with secured claims paid
in full.  National City Business Credit holds a $56.3 million
secured claims, while the Debtor's servicing trustee, Fifth Third
Leasing Co., holding a $3 million secured claim, the report says.

Unpaid administrative claims total $3.32 million, the report
notes.

The Committee say in court documents that there is clearly
insufficient assets to pay all unsecured claims in full, it is
indisputable that the unsecured creditors are the only party with
an interest in the liquidation of the estate's remaining assets.

The Committee argued that reducing the claims of the secured
creditors is possible under a competing plan, Bloomberg reports.

A full-text copy of the Debtor's disclosure statement is available
for free at http://ResearchArchives.com/t/s?307e

                       About Sturgis Iron

Based in Sturgis, Michigan, Sturgis Iron & Metal Co., Inc. sells
ferrous metal scrap & waste in wholesale.  It also manufactures
secondary nonferrous metals, and provides pre-finishing iron or
steel processes services, finishing metal processing services, and
smelting metal services.

The company filed for chapter 11 protection on Apr. 4, 2008
(Bankr. W.D. Mich. Case No. 08-02966).  Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paige Barr, Esq., Paul R. Hage,
Esq. and Richard E. Kruger, Esq., at Jaffe Raitt Heuer & Weiss,
P.C. represent the Debtor in its restructuring efforts.  The
Debtor selected Kurtzman Carson Consultants LLC as claims agent.  
The U.S. Trustee for Region 9 appointed an Official Committee of
Unsecured Creditors in this case.  The Committee proposed Winston
& Strawn LLP as its counsel.

As reported in the Troubled Company Reporter on May 13, 2008, the
Debtor's summary of schedules shows total assets of $23,363,626
and total debts of $96,346,739.


SYNTAX-BRILLIAN: Balks at Proposal to Appoint Chapter 11 Examiner
-----------------------------------------------------------------
Syntax-Brillian Corporation and its debtor-affiliates oppose the
United States Trustee's request to appoint a Chapter 11 examiner
in their bankruptcy cases, arguing that the appointment will only
interfere with the Debtors' liquidation process.

As reported in the Troubled Company Reporter on Aug. 1, 2008,
Roberta A. DeAngelis, the U.S. Trustee for Region 3, asked the
Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware to appoint a Chapter 11 examiner to  
investigate:

   a) the facts and circumstances surrounding the sudden decline
      in the Debtors' assets;

   b) the bona fides and necessity of the proposed sale of the
      substantially all of the Debtors' assets to TCV;

   c) the relationships among and between the Debtors, TCV Group,
      Kolin, DigiMedia Technology Co., Ltd., including former and
      present principals, officers and directors; and

   d) the ability and inclination of the Debtor's current
      management to probe and pursue potential claims and causes
      of action against the Debtors' former officers including
      directors who selected the Debtor's current chief executive
      officer and chief financial officer.

The U.S. Trustee argued that the appointment is appropriate on
grounds that the Debtors' fixed, liquidated, unsecured debts,
services, and taxes have exceeded $5 million.  The appointment of
a Chapter 11 examiner is in the best interest of creditors, equity
holders and other interest of the Debtors' estates, the U.S.
trustee contended.

However, the Debtors insisted that the appointment of a Chapter 11
examiner will "do nothing to rectify the damage" brought about by
the Debtors' decline in value.

The Debtors related that they are at a critical juncture and are
focusing their efforts on completing the proposed sale process and
ultimately, the confirmation of a plan of liquidation and
subsequent wind-down of their estates for the benefit of all
creditors.  They believe such an appointment risks further damage
to the enterprise, and will also detrimentally impact the Debtors'
businesses.

In addition, the Debtors argued that the Chapter 11 examiner is
also wholly unnecessary in these cases, since they are already
conducting an on-going investigation in cooperation with the U.S.
Securities and Exchange Commission.  Thus, they contend, the
examiner would simply duplicate efforts already being undertaken
by the Debtors.

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:BRLC)
-- www.syntaxbrillian.com -- manufactures and markets LCD HDTVs,
digital cameras, and consumer electronics products include
Olevia(TM) brand high-definition widescreen LCD televisions and
Vivitar brand digital still and video cameras.  Syntax-Brillian is
the sole shareholder of California-based Vivitar Corporation.

The company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Delaware Lead Case No.08-11409 through
08-11409.  Dennis A. Meloro, Esq., and Victoria Watson Counihan,
Esq., at Greenberg Traurig LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 has
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of $175,714,000 and total debts of
$259,389,000.


TANNER'S ATHENS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Tanner's Athens, LLC
        892 Mulberry Street
        Macon, GA 31201

Bankruptcy Case No.: 08-30937

Chapter 11 Petition Date: Aug. 4, 2008

Court: Middle District of Georgia (Athens)

Debtor's Counsel: Ernest V. Harris, Esq.
                   (ehlaw@bellsouth.net)
                  Harris & Liken, LLP
                  P.O. Box 1586
                  Athens, GA 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

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


TC MOTORSPORTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: TC Motorsports of America, Inc.
        dba Norco Mitsubishi
        2100 Hamner Avenue
        Norco, CA 92860

Bankruptcy Case No.: 08-20008

Related Information: Eric A. Cichocki, president, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: August 7, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Todd C. Ringstad, Esq.
                  (becky@ringstadlaw.com)
                  2030 Main Street #1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450

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/CAcb08-20008
                      

TERWIN MORTGAGE: S&P Lowers Class M-2 Securities' Rating to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-2 asset-backed securities issued by Terwin Mortgage Trust 2007-
3SL to 'D' from 'CC'.

The downgrade reflects the erosion of credit support for the M-2
class as of the July 25, 2008, distribution, as the collateral,
S&P believes, continues to incur significant monthly net losses.
During the July 2008 distribution period, the transaction realized
a net loss of $9,631,406.

As of the July 25 distribution, cumulative realized losses were
22.15% of the original pool balance, while total delinquencies
were 19.85% of the current pool balance. In S&P's opinion, as a
result of poor collateral performance and escalating
delinquencies, monthly net losses have outpaced monthly excess
interest in 11 out of the last 12 remittance periods. Moreover,
losses have averaged approximately 6.53x monthly excess interest
over the past year.

The transaction is 15 months seasoned and has a pool factor of
65.95%. The transaction had an original pool balance of $400.0
million.

The rating on the M-2 class was originally 'AA-'. S&P first
lowered this rating to 'BB-' on Oct. 17, 2007, and this action was
followed by a downgrade to 'BB-/Watch Neg' on March 26, 2008.
Subsequently, S&P lowered the rating to 'CC' on April 24, 2008.
All of the subordinate classes have already defaulted.

The collateral originally consisted of closed-end, fixed-rate
subprime mortgage loans secured by second liens on residential
real properties. Additionally, the class A-1 notes have a
financial guarantee insurance policy issued by CIFG Assurance
North America Inc.

As of the cutoff date, the original combined loan-to-value (CLTV)
ratio was 92.66%, on average, with a weighted average credit score
of 684. In addition, 44.41% of the mortgage loans were originated
in California.

RATING LOWERED

Terwin Mortgage Trust 2007-3SL
Asset-backed securities series 2007-3SL
Class          To         From

M-2            D          CC


TEXAS INDUSTRIES: Mulls Offering $250 Million of 7-1/4% Sr. Notes
-----------------------------------------------------------------
Texas Industries Inc. plans to offer $250 million principal amount
of senior notes through an add-on to its 7-1/4% Senior Notes due
2013.  The offering of the Senior Notes, which is subject to
market availability well as other conditions, will be made only to
qualified institutional buyers and outside the United States in
compliance with Regulation S.

TXI intends to use the net proceeds from the Senior Notes offering
to repay its $150 million senior term loan and for general
corporate purposes, including capital expenditures.

Headquartered in Dallas, Texas Industries Inc. (NYSE: TXI) --
http://www.txi.com/-- is the largest producer of cement in Texas   
and a major cement producer in California.  TXI is also a major
supplier of construction aggregates, ready-mix concrete and
concrete products.
  

TEXAS INDUSTRIES: Moody's Assigns Ba3 Rating on $250MM Sr. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Texas
Industries' $250 million of senior unsecured notes issuance.  The
note offering may be upsized to $300 million.  At the same time
Moody's affirmed the company's Ba3 corporate family rating and
Ba3 ratings for existing senior unsecured notes and revolving
credit facility.  The outlook remains negative.

The new notes are being issued under the same indenture as Texas
Industries' existing $250 million senior unsecured notes, having
the same maturity (2013) and financial covenants.  The proceeds
from the notes issuance will be used to repay the company's
$150 million term loan outstanding well as for capital
expenditures, and other general corporate purposes.

Texas Industries' Ba3 corporate family rating is supported by the
company's favorable position in the two principal cement markets
in the U.S., Texas and California, improving operating
efficiencies and capacity additions resulting from expansion and
modernization of cement plants in California (Oro Grande) and
Texas (Hunter), high barriers to entry, and acceptable debt level
for the rating category.

The negative outlook results from the continued downturn in the
residential construction market, softening in the non-residential
and infrastructure end markets and the significant negative effect
it has on the volumes and earnings generation of the company.  
High energy and other input costs also weigh on the outlook.

Texas Industries Inc, headquartered in Dallas, Texas manufactures
cement, aggregates and ready-mixed concrete.  The company serves
end-use markets such as public works, commercial, industrial,
institutional and residential construction sectors, and energy
markets, while generating approximately 80% of revenues in Texas
and 20% in California. In its fiscal year 2008, ending May 31,
Texas Industries generated over $1.0 billion in revenues.


THOMAS SETSER: Files for Bankruptcy Under Chapter 7
---------------------------------------------------
Melanie Cleveland of SanLuisObispo.com reports that Thomas Everett
Setser and his wife, Kristie K. Setser, filed for bankruptcy under
Chapter 7.

According to SanLuisObispo.com, the Setsers owe at least
$1 million in mortgages for their 4,000-square-foot salon building
located in 1119 Chorro Street.  San Luis Capital asserts $732,000
in claims as a first mortgage on that property while lender Mid-
Coast Mortgage asserts about $333,000 in claims as a second
mortgage on the same property, the report says.

"I hate to lose the building," SanLuisObispo.com quoted Mr. Setser
as saying.  "Especially since it's a prime piece of downtown real
estate."

Lender's broker Vincent Crooks told SanLuisObispo.com that he
intends to acquire the Setser's assets, the report says.

The Setsers' property was surrendered to their lender-
beneficiaries when they failed to attract bidders on the
foreclosed property, a person with knowledge of the matter said.

Thomas Everett Setser and Kristie K. Setser own Thomas Everett
Salon and Tom-Mel Beauty Center in downtown San Luis Obispo, the
report says.  Several employees at Tom-Mel lost their jobs due to
the filing, the report notes.


THORNBURG MORTGAGE: Preferred Shares Offer to Impact S&P Ratings
----------------------------------------------------------------
Standard & Poor's said that the completion of Thornburg Mortgage
Inc.'s tender offer for its preferred shares will have an impact
on the rating once complete. Thornburg has offered its preferred
shareholders $5.00 in cash and 3.5 shares of common stock for
every share of preferred stock in an effort to tender 66.67% of
each class of outstanding preferred stock. If Thornburg is
successful in the tender offer, S&P would view this as a positive
sign.

Nevertheless, Thornburg would continue to face difficult
challenges to its business, given the deteriorating state of the
housing market and the declining economy in general.  S&P believes
that if the tender offer is not successful, then funding costs
will be too high to be supported by the business model's
fundamentals.

Either way, S&P believes Thornburg will find it difficult to raise
preferred or common equity capital in the future, which is
significant given Thornburg's REIT status and its reliance on the
issuance of new capital to grow its business. The tender offer is
part of an agreement that will allow the company to reduce funding
costs on its newly issued senior subordinated secured notes, as
well as eliminate its new lender's participation agreement.  The
deadline for the preferred stock tender is Sept. 29, 2008.


TLC VISION: Revenue Decline Cues S&P to Cut Rating to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Mississauga, Canada-based TLC Vision Corp. (TLCV) to
'B-' from 'B'; the outlook remains negative. In addition, S&P
lowered the rating of TLC Vision (USA) Corp.'s senior secured debt
to 'B-' from 'B'; the recovery rating remains a '3'.  This action
reflects the effects of a steep decline in LASIK revenues
resulting from a weak U.S. economy and attendant tightening of
discretionary consumer spending, which could magnify the challenge
of meeting amended bank loan covenants.

"Our rating on TLCV, the parent of TLC Vision (USA) Corp.,
reflects the company's concentration in laser vision correction
and lack of geographic diversity; revenues are derived primarily
in the U.S.," said Standard & Poor's credit analyst Cheryl Richer.
These risks are only partly offset by diversity in its other eye
care services that are covered by medical insurance.

As a corporate provider, TLCV competes with private-practice
ophthalmologists and hospitals, which together perform about 60%
of U.S. refractive surgery procedures. Refractive surgery is used
for less than 4% of vision correction, as consumers have less
invasive and less expensive options for vision correction, such as
eyeglasses and contact lenses. Also, given that this procedure is
discretionary and not typically reimbursed by health insurance,
revenues are negatively affected by the weak U.S. economy; S&P
expects demand for LASIK procedures to decline by 30%-40% in 2008.
TLC's growth has performed better than the market as a result of
its increasing market share, taken largely from private surgeons.  


TRINITY HOSPITAL: To File for Chapter 11 Bankruptcy
---------------------------------------------------
Trinity Hospital administrator, Yvette Gillespie, says that the
company is planning to file for bankruptcy protection under the
United States Bankruptcy Code before the United States District
Court in Nashville, Stewart Houston Times' editor Sharon Knight
reports.

According to Ms. Knight, Trinity Hospital is facing huge debt, and
all of its assets have been used to collateralize other company's
endeavors.

The filing is expected to pave way for a sale of the company's
facility, on an expedited basis, to Mississippi-based Rural
Healthcare Developers, the report says.  Early this year, Rural
Healthcare expressed its willingness to buy the company, the
report adds.

"The bankruptcy filing is key to the forward progress of the
hospital sale," according to a person with knowledge of the
matter.  "It will help Rural Healthcare Developers from being
hindered by the old hospital debt."

The company assures its employees that they will not be affected
by the filing, the report notes.

The closing of the sale, the report says, will be completed by
mid-October 2008.

Headquartered in Erin, Tennessee, Trinity Hospital --
http://www.trinityhospitaltn.com/-- offers healthcare services.   
In January 2000, the company was acquired by Associated Healthcare
Systems Inc. who filed for bankruptcy the following year and sold
all its assets.


TVT RECORDS: Inks Agreement to Release Hip-Hop Artist Lil Jon
-------------------------------------------------------------
TEEVEE Toons Inc. dba T.V.T. Records has reached an agreement with
hip-hop artist Lil Jon that releases him from his TVT obligations
as he enters into a new venture with The Orchard, which recently
completed the acquisition of substantially all of the Debtor's
assets, Nekesa Mumbi Moody of the Associated Press reports.

Lil Jon has withdrawn his objections to the Debtor's sale to
Orchard, as part of the deal, the AP says.  Lil Jon is now free
from any contractual obligations to the Debtor, the report notes.

As reported in the Troubled Company Reporter on July 8, 2008, the
Debtor sold all its assets -- including catalog, artists and
physical distribution business -- to The Orchard for $5 million.  
However, the transaction excludes holdings in the Debtor's music
publishing subsidiary.

                        About The Orchard(R)

Headquartered in New York City, The Orchard (NASDAQ: ORCD) --
http://www.theorchard.com/--controls and distributes more than   
1.1 million songs and over 3,000 hours of video programming
through hundreds of digital stores (e.g. iTunes, eMusic, Google,
Netflix) and mobile carriers (e.g. Verizon, Vodafone, Bell Canada,
Moderati, 3).  With operations in 28 countries, The Orchard drives
sales for its label, retailer, brand, and agency clients through
innovative marketing and promotional campaigns; brand
entertainment programs; and film, advertising, gaming and
television licensing.

                        About TEEVEE Toons

Headquartered in New York City, TEEVEE Toons Inc. dba T.V.T.
Records --  http://www.tvtrecords.com/-- is an American record        
label.  The Debtor filed for Chapter 11 petition on Feb. 19, 2008
(Bankr. S. D. N.Y. Case No.: 08-10562.)  The Official Committee of
Unsecured Creditors has selected Sonnenschein Nath & Rosenthal LLP
as its counsel.   Alec P. Ostrow, Esq. and Constantine Pourakis,
Esq, at Stevens & Lee, P.C. represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of between $10 million
and $50 million and debts of between $10 million and $50 million.


UNI-MARTS LLC: To Auction Stores, Inventories on August 14
----------------------------------------------------------
Uni-Marts LLC will sell substantially all of its assets, subject
to bigger offers on Aug. 14, 2008.

As reported in the Troubled Company Reporter on July 15, 2008, the
Hon. Mary J. Walrath of the United States Bankruptcy Court for the
District of Delaware approved proposed bidding procedures for the
sale of substantially all of the assets of Uni-Marts LLC and its
debtor-affiliates.

A hearing is set for Aug. 18, 2008, at 10:30 a.m., prevailing
Eastern time, to consider final approval of the Debtor's sale
request.

The deal indicates that the transaction includes several pieces of
Uni-Marts' business, from stores to fuel inventory, store supplies
and vehicles.  The deal notes that the calculation of the actual
price depends on several variables, such as the value of the
several inventories at the time of the closing, and whether or not
Atlantis Petroleum LLC is outbid for certain pieces.

As reported in the Troubled Company Reporter on June 17, 2008, the
Debtors entered into an asset purchase agreement with Atlantis
Petroleum, the designated "stalking-horse" bidder.  Atlantis
Petroleum will pay $17.7 million in the aggregate for the Debtors'
convenience stores located in Pennsylvania, New York, and Ohio,
pursuant to the agreement, which entitles Atlantis Petroleum to a
credit equal to $400,000 for the purpose of reimbursing it for
risks related to any potential violation of environmental laws and
remediation costs at the Debtors' assets.

The Deal, citing filings, relates that Uni-Marts will take bids
for each piece separately and the whole business together, for
example, bids for the entire business would start $725,000 over
the total Atlantis Petroleum offer; if someone bids just for the
Pennsylvania and New York stores, the bid must be a minimum of
$6.95 million.  Bidding for just the Ohio stores would start at
$8.725 million.  Potential buyers will also be able to bid on
individual stores.

The Debtors, according to the reports, say that if no rival bids
are offered, Uni-Marts will cancel the auction and ask the Court  
to approve the Atlantis transaction.

                         About Uni-Marts

Headquartered in State College, Pennsylvania, Uni-Marts LLC sells
consumer goods.  The company and six of its affiliates filed for
Chapter 11 protection on May 29, 2008 (Bankr. D. Del. Lead Case
No.08-11037).  Michael Gregory Wilson, Esq., at Hunton & Williams
LLP represents the Debtors in their restructuring efforts.  The
Debtor selected Epiq Bankruptcy Solutions LLC as its claims,
notice and balloting agent.  The U.S. Trustee for Region 3
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors.  The Committee selected Blank Rome LLP as its
counsel in these cases.


UTAH 7000: Has Until Oct. 31 to Exclusively File Chapter 11 Plan
----------------------------------------------------------------
The Honorable Judith A. Boulden of the U.S. Bankruptcy Court for
the District of Utah extended, until Oct. 31, 2008, the exclusive
period wherein Utah 7000 LLC can file a Chapter 11 plan of
reorganization.

In documents submitted to the Court, the Debtor said that for the
first few months, it was overwhelmed with issues relating to post-
petition financing, yet it clarified that it was "ready to embark
on the critical development and confirmation process".

Based in Park City, Utah, Utah 7000 LLC fka Pivotal Promontory LLC
operates and develops resort community near Park City and Deer
Valley ski resorts.

On March 28, certain holders of junior and second priority liens
filed for involuntary Chapter 11 petitions against the Company
(Bankr. D. Utah Lead Case No.08-21869).  Kenneth L. Cannon, II,
Esq., at Durham Jones & Pinegar, represents the petitioners.

On April 3, 2008, the Debtors gave their consent to the entry of
an order for Chapter 11 bankruptcy relief.  Danny C. Kelly, Esq.,
at Stoel Rives LLP and Eve H. Karasik, Esq., at Stutman Treister &
Glatt Professional Co., represent the Debtors' in their
restructuring efforts.

The U.S. Trustee for Region 19 appointed an Official Committee of
Unsecured Creditors in the cases.  J. Thomas Beckett, Esq., at
Parsons Behle & Latimer, represents the Committee.

According to Bloomberg, Judge Judith A. Boulden estimated the
value of Utah 7000's property at $560.1 million.  The Debtor owes
about $431.5 million to several secured creditors.


VERASUN ENERGY: S&P Affirms 'B+' Credit Rating, Off Watch
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B+' corporate
credit rating on VeraSun Energy Corporation and removed the rating
from CreditWatch with negative implications. The outlook is
negative.

At the same time, Standard & Poor's revised the recovery rating on
VeraSun's $210 million in senior secured notes to '4' from '3',
indicating an expectation for average (30%-50%) recovery in the
event of a payment default.

The rating was initially placed on CreditWatch due to liquidity
concerns caused by narrowing crush spreads which had resulted in
the delay of opening three (now two) newly completed facilities.
In S&P's view, VeraSun's enhanced liquidity through the $125
million revolving facility, in combination with improved crush
spreads, has reduced the risk of short-term pressure on the
corporate credit rating while intermediate-term (12-18 months)
concerns over liquidity and profitability remain.

"The negative outlook reflects VeraSun's high breakeven crush
spread that results from no cash distributions from acquired
plants or benefit of plants sitting idle. In the short term, we
will look for the company to retain two to three quarters of
liquidity and for market conditions to recover sufficiently to
bring the two idle plants online. If the plants remain off-line
over the next two to three quarters or liquidity is reduced (based
on crush spreads or working capital), we will likely downgrade the
company," S&P says.


VICTORY FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Victory Financial Group, Inc.
        375 Dixon Bridge Rd.
        Maysville, GA 30558

Bankruptcy Case No.: 08-22141

Chapter 11 Petition Date: August 4, 2008

Court: Northern District of Georgia (Gainesville)

Debtor's Counsel: Charles N. Kelley, Jr.
                     Email: ckelley@cummingskelleybishop.com
                  Cummings Kelley & Bishop, PC
                  311 Green St., Ste. 302
                  Gainesville, GA 30501-3373
                  Tel: (770) 531-0007
                  Fax: (770) 533-9087
                  http://www.cummingskelleybishop.com/

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

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

A copy of Victory Financial Group, Inc.'s petition is available
for free at http://bankrupt.com/misc/ganb08-22141.pdf


WACHOVIA BANK: S&P Affirms BB, B Ratings on 6 Securities Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2005-C19.  
Concurrently, S&P affirmed its ratings on the remaining 22 classes
from this series.

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

As of the July 17, 2008, remittance report, the collateral pool
consisted of 92 loans with an aggregate trust balance of $1.592
billion, down from $1.614 billion at issuance. The master
servicer, Wachovia Bank N.A., reported financial information for
98% of the pool. Eighty-four percent of the servicer-provided
information was full-year 2007 data. Standard & Poor's calculated
a weighted average debt service coverage (DSC) of 1.81x for the
pool, up from 1.66x at issuance. None of the loans in the pool are
currently with the special servicer or delinquent, and the trust
has experienced no losses to date.

The top 10 loans have an aggregate outstanding balance of $772.7
million (48.5%) and a weighted average DSC of 1.86x, up from 1.82x
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, the U.S. Bancorp,
the Centennial Tower, and the Courtyard Marriott – Miami Beach
loans are consistent with those of investment-grade obligations.
Details of these loans are:

     -- The AmericasMart is the largest loan in the pool and has a
trust balance of $196.7 million (12%) and a whole-loan balance of
$393.3 million. The whole loan consists of two pari passu notes: a
$196.7 million A-1 note serves as trust collateral and a $196.7
million A-2 note supports the pooled certificates of the Wachovia
Bank Commercial Mortgage Trust's series 2005-C20 transaction. The
whole loan is secured by the fee and leasehold interests in a
wholesale market center totaling 4.1 million sq. ft., including
900,000 sq. ft. of temporary space, located in the central
business district of Atlanta, Ga. The servicer reported a DSC of
2.40x for the 12-month period through August 2007, up from 2.28x
at issuance. As of July 2008, the property's occupancy was 94%.
Standard & Poor's adjusted net cash flow (NCF) for this loan is
comparable to its level at issuance.

     -- The U.S. Bancorp loan is the third-largest loan in the
pool and has a balance of $105.0 million (7%). The loan is secured
by the fee interest in a 30-story class A office building totaling
929,694 sq. ft. in downtown Minneapolis, Minn. For the year-ended
Dec. 31, 2007, the DSC for this loan was 2.53x, and the occupancy
was 96%. Standard & Poor's adjusted NCF for this loan is
comparable to its level at issuance.

     -- The Centennial Tower loan is the ninth-largest loan in the
pool and has a trust balance of $43.3 million and a whole-loan
balance of $64.5 million (3%). The whole-loan consists of a senior
A note of $43.3 million that serves as collateral for the trust
and a subordinate $21.2 million B participation that is held in
Concord Real Estate CDO 2006-1 Ltd. The loan is secured by the fee
interest in a 638,363-sq.-ft. office building in Atlanta. For the
year-ended Dec. 31, 2007, the DSC for this loan was 1.72x, and the
occupancy was 85%. Standard & Poor's value for this loan is
comparable to its level at issuance.

     -- The Courtyard Marriott - Miami Beach, Fla., loan is the
18th-largest exposure in the pool and has a trust balance of $22.3
million and a whole-loan balance of $32.3 million (1%). The whole-
loan consists of a senior participation of $22.3 million that
serves as collateral for the trust and a subordinate $10.0 million
B participation that is held in Carbon Capital II Real Estate CDO
5005-1 Ltd. The loan is secured by the fee interest in a 262-room
hotel located in Miami. For the year-ended Dec. 31, 2007, the DSC
for this loan was 2.69x, and the average daily rate was $172.70,
compared with $126.89 at issuance. Standard & Poor's value for
this loan is comparable to its level at issuance.

Wachovia reported a watchlist of nine loans ($152.8 million, 10%).
The watchlist includes three loans ($17.3 million, 1%) with DSCs
below 1.0x. The loans are secured by multifamily properties.
Details of the two largest loans on the watchlist are:

     -- The 50 West 23rd Street loan ($75.0 million, 5%) is the
largest loan on the watchlist and the fourth-largest loan in the
pool. The loan is secured by a 333,959-sq.-ft. office property in
New York, N.Y. The loan appears on the watchlist because the
property reported a DSC of 1.07x at year-end 2007. The decline is
due to an increase in vacancy followed by rent concessions given
to new tenants. Standard & Poor's expects the NCF available for
debt service payments to increase this year as the rent
concessions expire, at which time the loan will be removed from
the watchlist.

     -- The Point Loma Plaza loan ($31.9 million, 2%) is the
second-largest loan on the watchlist and the 14th largest loan in
the pool. The loan appears on the watchlist because of the pending
lease expiration of the largest tenant, Vons, which occupies 23%
of the net rentable area. The lease has been extended to Dec. 31,
2013, and the loan will be removed from the watchlist next month.

The remaining loans are on the watchlist primarily because of low
occupancy or a decline in DSC since 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 raised and affirmed ratings.

RATINGS RAISED
     
Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2005-C19

          Rating
Class    To    From   Credit enhancement (%)

B        AA+   AA                      11.41
C        AA    AA-                     10.14
D        A+    A                        8.11
E        A     A-                       7.10

RATINGS AFFIRMED
     
Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2005-C19
   
Class    Rating   Credit enhancement (%)

A-1      AAA                       30.42
A-2      AAA                       30.42
A-3      AAA                       30.42
A-4      AAA                       30.42
A-5      AAA                       30.42
A-PB     AAA                       30.42
A-6      AAA                       30.42
A-1A     AAA                       30.42
A-FL     AAA                       25.35
A-M      AAA                       20.28
A-J      AAA                       13.94
F        BBB+                       5.83
G        BBB                        4.82
H        BBB-                       3.55
J        BB+                        3.04
K        BB                         2.54
L        BB-                        2.15
M        B+                         1.90
N        B                          1.77
O        B-                         1.52
X-C      AAA                         N/A
X-P      AAA                         N/A

N/A-Not applicable.


WALDRIP MANOR: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Waldrip Manor, LLC
        10475 Medlock Bridge Rd.
        Building 100
        Suite 19
        Duluth, GA 30097

Bankruptcy Case No.: 08-22135

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

Chapter 11 Petition Date: August 4, 2008

Court: Northern District of Georgia (Gainesville)

Debtor's Counsel: Herbert C. Broadfoot, II, Esq.
                  Ragsdale, Beals, Seigler, et al.
                  2400 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 588-0500
                  Fax : (404) 523-6714
                  E-mail: broadfoot@rbspg.com   

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
E-Systems Incorporated           Open Account              $851
520-B Industrial Way
Cumming, GA 30040


WESTERN REFINING: Moody's Downgrades Term Loan Debt Rating to B3
----------------------------------------------------------------
Moody's Investors Service downgraded Western Refining Inc.'s
Corporate Family Rating to B3 from B1; Probability of Default
Rating to B3 from B1; and senior secured amended Term Loan B
rating to B3 (LGD 3; 31%) from B1 (LGD 3; 31%).  With an original
balance of $1.4 billion and $1.287 billion still outstanding, TLB
matures May 2014.  The speculative grade liquidity rating remains
SGL-4.  This concludes a review for downgrade begun on April 21,
2008, reflecting WNR's high leverage, weak operating performance
and covenant compliance concerns.

The rating outlook is negative.  While Moody's believes that WNR
is fundamentally a stronger credit over the medium term than the
new B3 Corporate Family Rating would imply, nevertheless the new
ratings reflect Moody's focus on WNR's potentially tight covenant
compliance over the next four quarters.

The rating actions reflect continuing very high leverage in the
context of very weak first half 2008 refining margins overall and,
in view of refining sector market indicators, expected only modest
recovery in second half 2008; the uncertainty concerning WNR's
ability to meet its third and fourth quarter financial covenants
at a difficult time in the high yield debt markets; the fact that
any TLB covenant breaches could be more costly and difficult to
remedy than bank revolver covenant breaches, given the presence of
a greater number of opportunistic holders of TLB; Moody's
expectation for continued below average or weak margins until at
least second quarter 2009; still elevated working capital funding
needs with oil prices still in the $120/barrel range; and the lack
of a clear set of remedial actions on the part of management to
alleviate leverage.

WNR's high leverage derives from its $1.5 billion acquisition of
Giant Industries in May 2007.  Debt totals just over $1.5 billion.
Moody's estimates that WNR's 2008 interest expense will exceed
$100 million and that capital spending will approach $200 million.
Through the first half of 2008, the cash flow shortfall was funded
with a substantial drawdown of $290 million in year-end 2007 cash
balances, with in excess of $100 million in cash remaining on the
balance sheet.

At the present time, Moody's does not expect EBITDA to exceed $200
million this year, with lower results possible in light of
cyclically weak demand trends and expected normally seasonally
weak fourth quarter margins.  Under those demand conditions,
actual results will be influenced by whether crude oil costs are
rising or falling, the severity of refining byproducts losses, and
cost differentials between heavy/sour and light/sweet crude oil
which have narrowed substantially.

WNR's next covenant test is September 30, 2008, when one covenant
requires a cumulative $100 million in EBITDA to be earned during
the combined second and third quarters of 2008 followed by a
requirement at Dec. 31, 2008 for a cumulative $175 million EBITDA
during the last three quarters of 2008.  An interest coverage
covenant (EBITDA/interest expense) reinstates at 1.5x for the
quarter ending Sept. 30, 2008 and lasting through March 31, 2009
period before rising to 1.75x for June 30, 2009, and 2.0x
thereafter.  A Debt/EBITDA covenant reinstates on March 31, 2009,
at 5.0x, and falling quarterly thereafter to 4.0x by Dec. 31,
2009, and falling to 3.5x by year-end 2010.  If WNR issues
subordinated debt, total permitted leverage rises by 0.50x for
each of the above Debt/EBITDA tests.

While second quarter results enabled Western to make a 75%
contribution towards meeting its $100 million second and third
quarter 2008 cumulative EBITDA covenant and a 43% contribution
towards meeting its $175 million second, third, and fourth quarter
2008 cumulative EBITDA covenant, sector margins do tend to weaken
as the third quarter progresses and fourth quarter margins are
normally seasonally weak.  After traditional second and third
quarter seasonal strength, seasonal weakness would be expected
until second quarter 2009.  Seasonal fourth and first quarter
weakness can be amplified if winter temperatures are milder than
normal. When and if it appears that WNR will comfortably clear its
covenant tests, the rating outlook would be revisited.

At the current time, gasoline margins remain very weak and
distillate margins have weakened from strength, although asphalt
losses may have been reduced.  Looking forward, if crude oil
prices continue to fall relative to sector pricing power for
gasoline and distillate, the very weak margins of first half 2008
could be tempered to simply cyclically weak. However, crude other
market indicators have weakened, including a narrowing in cost
differentials between lower value heavy/sour crude oil and high
value light/sweet crude oil.

WNR's SGL-4 liquidity rating reflects expected lean cash flow
after interest expense and maintenance capital spending, tempered
by an estimated over $100 million of cash on hand; expected
continued heavy revolver use for borrowings and, especially, to
issue letters of credit in support of crude oil purchases; and
expected tight covenant clearance.  Although WNR negotiated
covenant relief for under its TLB and bank revolvers, refining
sector conditions are sufficiently weak to challenge covenant
coverage as those covenants begin to reinstate on Sept. 30, 2008.

Regarding internal liquidity, cash flows will likely be
supplemented during third and fourth quarter 2008 due to the
conversion of the normal mid-year surge in accounts receivables
into significant cash during third quarter and fourth quarter. We
estimate that WNR has between $125 million to $175 million of
undrawn availability under its combined $880 million in revolvers
and over $100 million of cash balances. WNR posts a high level of
letters of credit to support its crude oil purchases and direct
borrowings are likely to remain substantial until the traditional
mid-year escalation in receivables is collected.

The ratings could be reduced further should covenant coverage
begin to appear unlikely after the third quarter. Moody's does not
currently believe that refining market conditions over the coming
four quarters can be counted on with confidence to alone provide
comfortable coverage of bank facility covenants.

TLB is first secured by fixed assets and second secured by
receivables and inventory. Moody's does not rate WNR's $800
million and $75 million revolvers.  The unrated revolvers are
first secured by inventory and receivables and second secured by
WNR's fixed assets. Revolver advances are governed by eligible
receivables and inventory.

Western Refining, headquartered in El Paso, Texas, is an
independent refining and marketing company. Western owns and
operates a relatively complex coking refinery located in Yorktown,
two light sweet crude oil refineries in the Four Corners region of
New Mexico (Ciniza and Bloomfield), and a larger light sweet
refinery at El Paso, Texas.


WILLIAM STACK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: William Andrew Stack
        2201 Kahala Sunset
        Spicewood, TX 78669

Bankruptcy Case No.: 08-11483

Chapter 11 Petition Date: August 6, 2008

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Stephen W. Sather
                  Barron & Newburger, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax : (512) 476-9253
                  (ssather@bnpclaw.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/TXwb08-11483.pdf


WILLIE AAMES: Files for Bankruptcy Under Chapter 7
--------------------------------------------------
Albert William Upton aka William Aames filed for bankruptcy
under Chapter 7 with total assets of $375,915 and total debts of
$1,160,901, including $4,5000 to Nordstrom and $45,000 to KC
Brack, KansasCity.com reports.

Mr. Aames is a former TV show actor, the report says.  He
performed on "Eight is Enough" and "Charles in Charge," the report
notes.


XERIUM TECHNOLOGIES: Earns $14.1 Million in 2008 Second Quarter
---------------------------------------------------------------
Xerium Technologies Inc. reported Wednesday results for the second
quarter ended June 30, 2008.

Net income increased 83.1% to $14.1 million for the 2008 quarter,
compared to net income of $7.7 million for the 2007 quarter.  The
increase in net income was largely due to a $13.7 million pre-tax,
non-cash credit to interest expense reflecting the mark-to-market
increase in the fair value of the company's interest rate swaps.

Net sales for the 2008 quarter were $170.4 million, a 10.9%
increase from net sales for the 2007 quarter of $153.7 million.
Excluding the effects of currency on pricing and translation,
second quarter 2008 net sales increased 2.8% from the second
quarter of 2007, with a decline of 1.8% and an increase of 12.2%
in the clothing and roll covers segments, respectively.

"The transformation that we began in early 2008 is starting to
show results," said Stephen Light, president, chief executive
officer and chairman.  "While the market continues to remain
challenging, we believe we have improved our ability to compete
effectively.  We anticipate that most of the hard work to
restructure certain operations and execute an amended credit
agreement is now largely behind us.  We've begun to reduce working
capital as Xerium's employees remain focused on delivering the
results we expect in our new business plan and paying down our
debt."

Gross margins were $68.8 million or 40.4% of net sales for the
2008 quarter, compared to $64.2 million or 41.8% of net sales for
the 2007 quarter.  

Income from operations declined by 25.9% to $17.7 million for the
2008 quarter from $23.9 million for the 2007 quarter.  During the
second quarter of 2008, the company expensed approximately
$5.2 million to general and administrative expenses in connection
with the amendments to its credit facility.  In addition, for the
second quarter of 2008, restructuring and impairment expenses
increased by $1.5 million to $2.7 million from $1.2 million in the
second quarter of 2007.

Net cash generated by operating activities was $11.2 million for
the 2008 quarter, which compares to $14.8 million for the 2007
quarter.  Cash provided by operating activities was decreased by
approximately $4.4 million related to amendment costs in the
second quarter of 2008.  The company has reduced working capital
from 30% of revenues in the year-ago quarter to 27%.

Adjusted EBITDA (as defined in the company's amended credit
facility) was $50.2 million for the 2008 quarter, compared to
$38.2 million for the 2007 quarter.

Cash on hand at June 30, 2008, was $25.4 million, compared to cash
on hand at March 31, 2008, of $31.0 million.  Cash on hand at
June 30, 2007, was $24.7 million.

During the 2008 quarter, Xerium made senior debt principal
repayments of $2.3 million.  During the six months ended June 30,
2008, the company made senior debt repayments of $13.5 million.

Capital expenditures during the 2008 quarter were $8.8 million,
compared to $7.3 million during the 2007 quarter.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$932.6 million in total assets, $911.9 million in total
liabilities, and $20.7 million in total stockholders' equity.

                    About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies      
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

                         *     *     *

As disclosed in the Troubled Company Reporter on June 9, 2008,
Moody's Investors Service revised Xerium Technologies, Inc.'s
outlook to positive from negative, upgraded its speculative grade
liquidity rating to SGL-3 from SGL-4, and upgraded its probability
of default rating to Caa1 from Caa2.

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Xerium
Technologies Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, where they were originally
placed with negative implications on March 19, 2008.  At the same
time, S&P assigned a positive outlook.


* Global Bond Markets Confront Credit Deterioration, S&P Says
-------------------------------------------------------------
The remaining months of 2008 will require skillful navigation
through a challenging financial and economic landscape, said an
article published by Standard & Poor's.

The article, which is titled "Global Credit Outlook: Risk Will
Remain A Four-Letter Word (Premium)," says that early expectations
that timelymonetary easing by the U.S. Federal Reserve and other
central banks would quickly lay the foundation in place for a
speedy recovery in the financial markets are increasingly at risk.

"We have long been proponents of the view that the credit euphoria
of the prior boom years beginning with 2003 would necessitate a
shakeout and purge," said Diane Vazza, head of Standard & Poor's
Global Fixed Income Research Group. "This would result in
substantially higher downgrades and defaults, concentrated in the
U.S., but not without repercussions in other parts of the world."

Indeed, the latest batch of data attests that economic momentum is
decelerating at a rapid clip in Europe and -- to a lesser extent
-- in Japan. Emerging markets are holding strong at the moment--
partially based on support from commodity prices, but they could
come under pressure if commodity markets lose steam or world
aggregate demand deteriorates at a faster rate than anticipated.


* S&P Cuts Ratings on $6.726BB in 53 Asset-Backed, Synthetic CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 53
tranches from 10 U.S. cash flow and hybrid collateralized debt
obligation (CDO) transactions. S&P removed 30 of the lowered
ratings from CreditWatch with negative implications. At the same
time, S&P placed three ratings on tranches from South Coast
Funding VII Ltd. on CreditWatch negative. The ratings on 23 of the
downgraded tranches remain on CreditWatch with negative
implications, indicating a significant likelihood of further
downgrades (see list). The CreditWatch placements primarily affect
transactions for which a significant portion of the collateral
assets have ratings that are currently on CreditWatch negative or
have significant exposure to assets rated in the 'CCC' category.

The 53 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $6.446 billion. Eight of the 10 affected
transactions are mezzanine structured finance (SF) CDOs of asset-
backed securities, which are collateralized in large part by
mezzanine tranches of residential mortgage-backed securities
(RMBS) and other SF securities. The other two transactions are
CDOs of CDOs that were collateralized at origination primarily by
notes from other CDOs, as well as by tranches from RMBS and other
SF transactions. The CDO downgrades reflect a number of
factors, including credit deterioration and recent negative rating
actions on U.S. subprime RMBS securities.

In addition, Standard & Poor's reviewed the ratings assigned to
Summer Street 2007-1 Ltd. and, based on the current credit support
available to the tranches, has left the ratings at their current
rating level.

At the same time, S&P lowered the ratings on five tranches from
five U.S. synthetic CDO transactions. The ratings on all of the
downgraded tranches remain on CreditWatch negative. The downgraded
U.S. synthetic CDO tranches have a total issuance amount of $280
million.

To date, including the CDO tranches listed and including actions
on both publicly and confidentially rated tranches, S&P have
lowered the ratings on 3,440 tranches from 821 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS. In addition, 1,250 ratings from 381 transactions are
currently on CreditWatch negative for the same reasons. In all,
S&P have downgraded $377.436 billion of CDO issuance.
Additionally, S&P'S ratings on $16.134 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of future downgrades.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

RATING ACTIONS
                                              Rating
Transaction               Class    To              From
-----------               -----    --              ----
AMPSS 2007-5 SPC
I Segregated Portfolio    Notes    BB-/Watch Neg   AA-/Watch Neg

AMPSS 2007-5 SPC
II Segregated Portfolio   Notes    BB-/Watch Neg   AA-/Watch Neg

AMPSS 2007-5 SPC
III Segregated Portfolio  Notes    BB-/Watch Neg   AA-/Watch Neg

AMPSS 2007-5 SPC
IV Segregated Portfolio   Notes    BB-/Watch Neg   AA-/Watch Neg

Anderson Mezzanine Funding
2007-1 Ltd.               S        BB/Watch Neg    AA/Watch Neg

Anderson Mezzanine Funding
2007-1 Ltd.               A-1a     CCC/Watch Neg   B/Watch Neg

Anderson Mezzanine Funding
2007-1 Ltd.               A-1b     CCC/Watch Neg   B/Watch Neg

Anderson Mezzanine Funding
2007-1                    A-2      CC              CCC-/Watch Neg

Cairn Mezz ABS CDO         A-1 VFN  BBB-/Watch Neg  AA+
II Ltd.

Cairn Mezz ABS CDO         A-2a     BB/Watch Neg    AA-
II Ltd.

Cairn Mezz ABS CDO         A-2b     CCC-/Watch Neg  BBB-/Watch Neg
II Ltd.

Cairn Mezz ABS CDO         B-1      CC              BB+/Watch Neg
II Ltd.

Cairn Mezz ABS CDO         B-2      CC              BB/Watch Neg
II Ltd.

Cairn Mezz ABS CDO         C        CC              B+/Watch Neg
II Ltd.

Cairn Mezz ABS CDO         D        CC              CCC+/Watch Neg
II Ltd.

Cairn Mezz ABS CDO         E        CC              CCC-/Watch Neg
II Ltd.

Cairn Mezz ABS CDO         Combo    CC              CCC+/Watch Neg
II Ltd.                   Note

Gemstone CDO IV Ltd.       A-1      A-/Watch Neg    AAA

Gemstone CDO IV Ltd.       A-2      BB+/Watch Neg   AA/Watch Neg

Gemstone CDO IV Ltd.       A-3      BB+/Watch Neg   AA/Watch Neg

Gemstone CDO IV Ltd.       B        B-/Watch Neg    BBB/Watch Neg

Gemstone CDO IV Ltd.       C        CCC-/Watch Neg  BB+/Watch Neg

Gemstone CDO IV Ltd.       D        CC              B+/Watch Neg

Gemstone CDO IV Ltd.       E        CC              CCC/Watch Neg

HSPI Diversified CDO Fund
II Ltd.                   A-1      CCC-/Watch Neg  BB+/Watch Neg

HSPI Diversified CDO Fund
II Ltd.                   A-2      CC              B/Watch Neg

HSPI Diversified CDO Fund
II Ltd.                   A-3      CC              CCC+/Watch Neg

HSPI Diversified CDO Fund
II Ltd.                   A-4      CC              CCC-/Watch Neg

IMAC CDO 2006-1 Ltd.       A-1      BBB-/Watch Neg  AAA/Watch Neg

IMAC CDO 2006-1 Ltd.       A-2      CC              B/Watch Neg

IMAC CDO 2006-1 Ltd.       B        CC              CCC-/Watch Neg

Inman Square Funding       I        BBB/Watch Neg   AAA/Watch Neg
II Ltd.

Inman Square Funding       II       BB-/Watch Neg   AA-/Watch Neg
II Ltd.

Inman Square Funding       III-Fltg CC              BBB+/Watch Neg
II Ltd.

Inman Square Funding       III-Fxd  CC              BBB+/Watch Neg
II Ltd.

Inman Square Funding       IV       CC              BBB-/Watch Neg
II Ltd.

Inman Square Funding       V        CC              BB-/Watch Neg
II Ltd.

Knollwood CDO II Ltd.      A-1VF    BB-/Watch Neg   AA-/Watch Neg

Knollwood CDO II Ltd.      A-2S     CCC/Watch Neg   BBB+/Watch Neg

Knollwood CDO II Ltd.      A-2J     CC              BBB-/Watch Neg

Knollwood CDO II Ltd.      B        CC              BB/Watch Neg

Knollwood CDO II Ltd.      C        CC              CCC+/Watch Neg

RFC CDO IV Ltd.            A-2      CCC/Watch Neg   BB+/Watch Neg

RFC CDO IV Ltd.            A-3      CC              BB-/Watch Neg

RFC CDO IV Ltd.            B        CC              CCC/Watch Neg

Soter 2007-CRN2 Ltd.       Notes    BBB-/Watch Neg  AA+

South Coast Funding        A-2      BBB-/Watch Neg  A+
VII Ltd.

South Coast Funding        B        B+/Watch Neg    BBB/Watch Neg
VII Ltd.

South Coast Funding        C        CCC-/Watch Neg  BB+/Watch Neg
VII Ltd.

South Coast Funding        D-1A     CC              CCC/Watch Neg
VII Ltd.

South Coast Funding        D-1B     CC              CCC/Watch Neg
VII Ltd.

South Coast Funding        D-2      CC              CCC/Watch Neg
VII Ltd.

Tallships Funding Ltd.   UnfundedSS BBsrs/Watch Neg AA-srs/Watch
Neg

Tallships Funding Ltd.     Revolver BB/Watch Neg    A-/Watch Neg

Tallships Funding Ltd.     A-1      CC              BB/Watch Neg

Tallships Funding Ltd.     A-2      CC              B+/Watch Neg

Tallships Funding Ltd.     B        CC              B-/Watch Neg

Tallships Funding Ltd.     C        CC              CCC/Watch Neg

RATINGS PLACED ON CREDITWATCH NEGATIVE
                                             Rating
Transaction               Class      To              From
-----------               -----      --              ----
South Coast Funding        A-1AV      AAA/Watch Neg   AAA
VII Ltd.

South Coast Funding        A-1ANV     AAA/Watch Neg   AAA
VII Ltd.

South Coast Funding        A-1B       AAA/Watch Neg   AAA
VII Ltd.

OTHER RATINGS REVIEWED

Transaction                 Class      Rating
-----------                 -----      ------
Anderson Mezzanine Funding
2007-1 Ltd.                 B          CC

Anderson Mezzanine Funding
2007-1 Ltd.                 C          CC

Anderson Mezzanine Funding
2007-1 Ltd.                 D          CC

HSPI Diversified CDO Fund
II Ltd.                     S          A+/Watch Neg

HSPI Diversified CDO Fund
II Ltd.                     B-1        CC

HSPI Diversified CDO Fund
II Ltd.                     C          CC

HSPI Diversified CDO Fund
II Ltd.                     D          CC

HSPI Diversified CDO Fund
II Ltd.                     Comp Oblig CC

IMAC CDO 2006-1 Ltd.         C          CC

IMAC CDO 2006-1 Ltd.         D          CC

IMAC CDO 2006-1 Ltd.         E          CC

IMAC CDO 2006-1 Ltd.         F          CC

IMAC CDO 2006-1 Ltd.         G          CC

Knollwood CDO II Ltd.        D          CC

Knollwood CDO II Ltd.        E          CC

RFC CDO IV Ltd.              C          CC

RFC CDO IV Ltd.              D          CC

South Coast Funding VII Ltd. Pref Shrs  CC

Summer Street 2007-1 Ltd.    A-1A       B/Watch Neg

Summer Street 2007-1 Ltd.    A-1B       CCC+/Watch Neg

Summer Street 2007-1 Ltd.    A-2        CCC/Watch Neg

Summer Street 2007-1 Ltd.    B          CCC-/Watch Neg

Summer Street 2007-1 Ltd.    C          CC

Summer Street 2007-1 Ltd.    D          CC

Summer Street 2007-1 Ltd.    A-1SA      AAA/Watch Neg

Summer Street 2007-1 Ltd.    A-1SB      BBB-/Watch Neg

Tallships Funding Ltd.       D          CC


* S&P Reports on Double Leverage in Health Insurance
----------------------------------------------------
Standard & Poor's Ratings Services published a criteria article
titled, "Double Leverage In Health Insurance," which states that
many managed care holding companies have taken on increasing
levels of debt as the industry matures and as prospects for future
consolidation narrows. This in turn has started to tug down credit
quality for both holding and operating companies.

"The relatively low total adjusted capital levels held by health
insurers leave them with less flexibility to carry the burden of
double leverage created by their debt financed acquisitions and
stock repurchases," said Standard & Poor's credit analyst Shellie
Stoddard. "The key to our concern on double leverage is that the
holding company debt incurred must be serviced through operating
company dividends, which are scrutinized by U.S. insurance
regulators."


* Write-Downs Weaken Global Investment Banks' Earnings, S&P Says
----------------------------------------------------------------
As the downturn in the credit cycle enters its second year,
challenging business conditions and substantial write-downs
continue to weigh on global investment banks' and brokers'
financial performance–-and these are still placing ongoing
pressure on ratings, according to a report published by Standard &
Poor's Ratings Services.  The report, titled "Earnings Pressures
Continue Through Second  Quarter For Global Investment Banks And
Brokers," discusses the second-quarter earnings of the major
investment houses.

Reported results remained broadly weak, but with an unusually wide
dispersion.

"We believe second-quarter results underscore the concerns we
expressed in our sector review," said Standard & Poor's credit
analyst Scott Sprinzen.

In concluding its review, on June 2, Standard & Poor's lowered its
ratings on three of the four independent U.S. broker-dealers --

   Morgan Stanley (A+/Negative/A-1+),
   Merrill Lynch & Co. Inc. (A/Negative/A-1), and
   Lehman Brothers Holdings Inc. (A/Negative/A-1)

-- while affirming its ratings on the fourth, The Goldman Sachs
Group Inc. (AA-/Negative/A-1+).

S&P subsequently lowered the ratings on Deutsche Bank AG (AA-
/Negative/A-1+). Outlooks are currently negative across the
sector.

"Setting aside write-downs and focusing on the securities-related
segments of these companies, business conditions remain difficult
-- but not worse than we had previously assumed," said Mr.
Sprinzen.

Write-downs on holdings of subprime and other mortgage loans,
asset-backed collateralized debt obligations, residential
mortgage-backed securities, commercial mortgage-backed securities,
and leveraged finance loans and lending commitments have
substantially -- but variably -- affected the financial
performance of these firms. After a very rough March, market
valuations seemingly stabilized in April and May. However, June
saw a return of severe pressures, partially reflecting heightened
anxiety about the state of the U.S. housing market and of the
general economy.


* South Florida Sees Bankruptcies Rise 93% From Last Year
---------------------------------------------------------
Southern Florida experienced a 93 percent increase in bankruptcy
filings, from 953 in July 2007 to 1,836 filings last month, the
Miami Herald reports, citing records compiled by the U.S.
Bankruptcy Court for the Southern District of Florida.

The tri-county region saw 22 businesses filing Chapter 11
protection in July, compared to 15 filings in the same prior-year
period.  In Miami-Dade, Palm Beach, and Broward Counties, there
were 1,353 filers who entered Chapter 7 to liquidate their assets,
compared to 678 in July 2007.


* BOND PRICING: For the Week of Aug. 4 - Aug. 8, 2008
-----------------------------------------------------

Issuer                Coupon  Maturity    Bid Price
------                ------  --------
---------                                         
ABC RAIL PRODUCT      10.500% 1/15/2004        0.00
ABC RAIL PRODUCT      10.500% 12/31/2004      99.98
ASBURY AUTO GRP        3.000% 9/15/2012       68.42
BOWATER INC            9.500% 10/15/2012      63.00
BOWATER INC            6.500% 6/15/2013       59.00
AMBAC INC              5.950% 12/5/2035       52.07
AMBAC INC              6.150% 2/7/2087        33.50
AMERICREDIT CORP       0.750% 9/15/2011       63.65
AMERICREDIT CORP       2.125% 9/15/2013       57.00
ACCURIDE CORP          8.500% 2/1/2015        65.13
ADVANTA CAP TR         8.990% 12/17/2026      55.00
ALESCO FINANCIAL       7.625% 5/15/2027       33.50
ANTIGENICS             5.250% 2/1/2025        61.50
ATHEROGENICS INC       4.500% 3/1/2011        11.50
ATHEROGENICS INC       1.500% 2/1/2012        10.63
AHERN RENTALS          9.250% 8/15/2013       67.00
ALLEGIANCE TEL        11.750% 2/15/2008        0.00
ALLEGIANCE TEL        12.875% 5/15/2008        0.00
ALION SCIENCE         10.250% 2/1/2015        72.00
LUCENT TECH            6.500% 1/15/2028       69.50
AMD                    5.750% 8/15/2012       66.00
AMD                    6.000% 5/1/2015        55.22
AMD                    6.000% 5/1/2015        51.83
AMES TRUE TEMPER      10.000% 7/15/2012       59.25
AMBASSADORS INTL       3.750% 4/15/2027       53.00
AMR CORP              10.450% 3/10/2011       57.75
AMR CORP               9.200% 1/30/2012       57.00
AMR CORP               9.000% 9/15/2016       62.00
AM AIRLN PT TRST       8.390% 1/2/2017        69.75
AMR CORP              10.200% 3/15/2020       52.63
AMR CORP              10.150% 5/15/2020       49.95
AMR CORP               9.880% 6/15/2020       52.00
AMR CORP              10.000% 4/15/2021       48.15
AMR CORP               9.750% 8/15/2021       50.06
AMR CORP               9.800% 10/1/2021       59.50
ALERIS INTL INC       10.000% 12/15/2016      71.38
ASHTON WOODS USA       9.500% 10/1/2015       61.06
ASPECT MEDICAL         2.500% 6/15/2014       57.38
AVENTINE RENEW        10.000% 4/1/2017        66.00
AMER AXLE & MFG        5.250% 2/11/2014       54.00
AMER AXLE & MFG        7.875% 3/1/2017        57.00
BANK NEW ENGLAND       9.500% 2/15/1996       17.00
BANK NEW ENGLAND       8.750% 4/1/1999         8.00
BANK NEW ENGLAND       9.875% 9/15/1999        6.62
BB&T CAPT TR IV        6.820% 6/12/2057       69.00
BUDGET GROUP INC       9.125% 4/1/2006         0.09
BEARINGPOINT INC       4.100% 12/15/2024      35.81
BERRY PLASTICS        10.250% 3/1/2016        65.13
BALLY TOTAL FITN      13.000% 7/15/2011       45.00
BANKUNITED CAP         3.125% 3/1/2034        32.50
BURLINGTON NORTH       3.200% 1/1/2045        50.20
NORTHERN PAC RY        3.000% 1/1/2047        48.13
NORTHERN PAC RY        3.000% 1/1/2047        52.00
BUFFETS INC           12.500% 11/1/2014        3.00
BON-TON DEPT STR      10.250% 3/15/2014       51.13
BRODER BROS CO        11.250% 10/15/2010      69.00
BOYD GAMING CORP       6.750% 4/15/2014       77.75
BOYD GAMING CORP       7.125% 2/1/2016        76.50
BEAZER HOMES USA       6.500% 11/15/2013      66.13
BEAZER HOMES USA       6.875% 7/15/2015       67.00
AVIS BUDGET CAR        7.625% 5/15/2014       71.31
AVIS BUDGET CAR        7.750% 5/15/2016       68.00
VIACOM INC             5.500% 5/15/2033       70.98
COGENT COMMUNICA       1.000% 6/15/2027       56.72
COMPUCREDIT            3.625% 5/30/2025       38.21
COMPUCREDIT            5.875% 11/30/2035      39.00
CLEAR CHANNEL          5.000% 3/15/2012       61.00
CLEAR CHANNEL          5.750% 1/15/2013       57.00
CLEAR CHANNEL          5.500% 9/15/2014       50.00
CLEAR CHANNEL          4.900% 5/15/2015       47.00
CLEAR CHANNEL          5.500% 12/15/2016      47.50
CLEAR CHANNEL          6.875% 6/15/2018       47.38
CLEAR CHANNEL          7.250% 10/15/2027      46.00
CHAMPION ENTERPR       2.750% 11/1/2037       49.46
WHEELING-PITT ST       5.000% 8/1/2011        60.00
CHARMING SHOPPES       1.125% 5/1/2014        69.00
CHARTER COMM LP        5.875% 11/16/2009      64.00
CHARTER COMM HLD      11.125% 1/15/2011       56.16
CHARTER COMM HLD      11.750% 5/15/2011       65.00
CCH I LLC             11.125% 1/15/2014       53.00
CCH I LLC              9.920% 4/1/2014        52.75
CCH I LLC             10.000% 5/15/2014       54.82
CHARTER COMM LP        6.500% 10/1/2027       42.00
CIENA CORP             0.875% 6/15/2017       65.30
CIT GROUP INC          5.250% 11/15/2011      68.00
CIT GROUP INC          6.150% 1/15/2013       64.61
CIT GROUP INC          6.250% 1/15/2013       65.31
CIT GROUP INC          7.250% 3/15/2013       68.68
CIT GROUP INC          5.125% 9/30/2014       72.00
CIT GROUP INC          5.100% 12/15/2014      63.55
CIT GROUP INC          5.000% 2/1/2015        72.50
CIT GROUP INC          5.200% 6/15/2015       60.00
CIT GROUP INC          5.400% 1/30/2016       68.50
CIT GROUP INC          5.850% 9/15/2016       69.51
CIT GROUP INC          5.950% 9/15/2016       60.00
CIT GROUP INC          6.050% 9/15/2016       57.50
CIT GROUP INC          6.000% 11/15/2016      60.00
CIT GROUP INC          5.800% 12/15/2016      55.82
CIT GROUP INC          5.650% 2/13/2017       70.50
CIT GROUP INC          6.250% 8/15/2021       54.36
CIT GROUP INC          6.150% 9/15/2021       53.08
CIT GROUP INC          6.250% 9/15/2021       62.17
CIT GROUP INC          6.250% 11/15/2021      54.03
CIT GROUP INC          5.900% 3/15/2022       51.51
CIT GROUP INC          6.100% 3/15/2067       40.75
COLLINS & AIKMAN      10.750% 12/31/2011       0.06
CLAIRE'S STORES        9.250% 6/1/2015        43.00
CLAIRE'S STORES        9.625% 6/1/2015        31.00
CLAIRE'S STORES       10.500% 6/1/2017        33.50
COMERICA CAP TR        6.576% 2/20/2037       52.00
CMP SUSQUEHANNA        9.875% 5/15/2014       63.50
NEW PLAN REALTY        7.970% 8/14/2026       62.90
NEW PLAN REALTY        7.650% 11/2/2026       63.00
NEW PLAN REALTY        7.680% 11/2/2026       62.90
NEW PLAN REALTY        6.900% 2/15/2028       60.60
NEW PLAN REALTY        6.900% 2/15/2028       61.65
NEW PLAN EXCEL         7.500% 7/30/2029       62.01
NEW ORL GRT N RR       5.000% 7/1/2032        57.86
CONSTAR INTL          11.000% 12/1/2012       47.00
COOPER-STANDARD        8.375% 12/15/2014      69.50
COMPLETE MGMT          8.000% 8/15/2003       99.98
CAPITALSOURCE          3.500% 7/15/2034       70.00
CELL THERAPEUTIC       5.750% 12/15/2011      20.50
DELTA AIR LINES        8.000% 12/1/2015       35.00
DECODE GENETICS        3.500% 4/15/2011       32.10
DILLARD DEPT STR       7.750% 5/15/2027       64.00
FIN SEC ASSUR          6.400% 12/15/2066      62.99
DELPHI CORP            6.500% 8/15/2013       10.50
DELPHI CORP            8.250% 10/15/2033       0.01
DELPHI CORP            6.197% 11/15/2033       0.88
HNG INTERNORTH         9.625% 3/15/2006       14.16
EPICOR SOFTWARE        2.375% 5/15/2027       67.12
EPIX MEDICAL INC       3.000% 6/15/2024       61.00
EXODUS COMM INC        4.750% 7/15/2008        0.00
ADVANCED MED OPT       3.250% 8/1/2026        68.24
ADVANCED MED OPT       3.250% 8/1/2026        67.22
FORD MOTOR CRED        5.700% 3/22/2010       69.78
FORD MOTOR CRED        6.000% 12/20/2010      70.00
FORD MOTOR CRED        5.400% 1/20/2011       69.52
FORD MOTOR CRED        5.000% 2/22/2011       68.46
FORD MOTOR CRED        5.350% 2/22/2011       67.83
FORD MOTOR CRED        5.200% 3/21/2011       64.87
FORD MOTOR CRED        5.300% 3/21/2011       64.00
FORD MOTOR CRED        5.450% 4/20/2011       65.18
FORD MOTOR CRED        5.500% 4/20/2011       67.65
FORD MOTOR CRED        5.600% 4/20/2011       65.43
FORD MOTOR CRED        5.700% 5/20/2011       69.00
FORD MOTOR CRED        6.150% 5/20/2011       67.67
FORD MOTOR CRED        6.200% 5/20/2011       69.04
FORD MOTOR CRED        6.050% 6/20/2011       66.02
FORD MOTOR CRED        6.100% 6/20/2011       68.00
FORD MOTOR CRED        6.250% 6/20/2011       64.75
FORD MOTOR CRED        6.250% 6/20/2011       66.54
FORD MOTOR CRED        5.650% 7/20/2011       63.80
FORD MOTOR CRED        5.850% 7/20/2011       67.77
FORD MOTOR CRED        5.900% 7/20/2011       67.03
FORD MOTOR CRED        5.550% 8/22/2011       64.60
FORD MOTOR CRED        5.600% 8/22/2011       66.15
FORD MOTOR CRED        5.750% 8/22/2011       68.43
FORD MOTOR CRED        5.800% 8/22/2011       65.00
US LEASING INTL        6.000% 9/6/2011        65.50
FORD MOTOR CRED        5.250% 9/20/2011       61.78
FORD MOTOR CRED        5.400% 9/20/2011       63.19
FORD MOTOR CRED        5.500% 9/20/2011       61.72
FORD MOTOR CRED        5.600% 9/20/2011       62.40
FORD MOTOR CRED        5.400% 10/20/2011      59.98
FORD MOTOR CRED        5.400% 10/20/2011      64.03
FORD MOTOR CRED        5.450% 10/20/2011      67.23
FORD MOTOR CRED        5.500% 10/20/2011      64.92
FORD MOTOR CRED        5.600% 11/21/2011      62.10
FORD MOTOR CRED        5.600% 11/21/2011      61.18
FORD MOTOR CRED        5.650% 11/21/2011      68.08
FORD MOTOR CRED        5.700% 12/20/2011      62.97
FORD MOTOR CRED        5.750% 12/20/2011      63.08
FORD MOTOR CRED        5.700% 1/20/2012       58.11
FORD MOTOR CRED        5.850% 1/20/2012       67.80
FORD MOTOR CRED        6.000% 1/20/2012       64.18
FORD MOTOR CRED        7.300% 1/23/2012       63.65
FORD MOTOR CRED        5.750% 2/21/2012       66.45
FORD MOTOR CRED        5.900% 2/21/2012       66.12
FORD MOTOR CRED        6.250% 2/21/2012       60.00
FORD MOTOR CRED        6.050% 3/20/2012       59.81
FORD MOTOR CRED        7.000% 8/15/2012       58.10
FORD MOTOR CRED        6.520% 3/10/2013       55.51
FORD MOTOR CRED        6.850% 9/20/2013       53.32
FORD MOTOR CRED        7.050% 9/20/2013       51.11
FORD MOTOR CRED        7.100% 9/20/2013       54.55
FORD MOTOR CRED        7.100% 9/20/2013       54.24
FORD MOTOR CRED        7.000% 10/1/2013       70.00
FORD MOTOR CRED        6.600% 10/21/2013      55.80
FORD MOTOR CRED        6.650% 10/21/2013      52.73
FORD MOTOR CRED        6.750% 10/21/2013      53.01
FORD MOTOR CRED        6.250% 12/20/2013      54.13
FORD MOTOR CRED        6.250% 12/20/2013      60.00
FORD MOTOR CRED        6.500% 12/20/2013      58.38
FORD MOTOR CRED        6.550% 12/20/2013      63.91
FORD MOTOR CRED        5.650% 1/21/2014       49.27
FORD MOTOR CRED        5.750% 1/21/2014       55.00
FORD MOTOR CRED        6.000% 1/21/2014       59.02
FORD MOTOR CRED        5.750% 2/20/2014       49.67
FORD MOTOR CRED        5.750% 2/20/2014       57.86
FORD MOTOR CRED        5.900% 2/20/2014       53.30
FORD MOTOR CRED        6.050% 2/20/2014       55.00
FORD MOTOR CRED        6.000% 3/20/2014       63.00
FORD MOTOR CRED        6.000% 3/20/2014       54.00
FORD MOTOR CRED        6.000% 3/20/2014       63.90
FORD MOTOR CRED        6.000% 3/20/2014       47.93
FORD MOTOR CRED        6.050% 3/20/2014       58.50
FORD MOTOR CRED        6.050% 4/21/2014       47.75
FORD MOTOR CRED        6.200% 4/21/2014       48.00
FORD MOTOR CRED        6.250% 4/21/2014       54.16
FORD MOTOR CRED        6.350% 4/21/2014       53.00
FORD MOTOR CRED        6.300% 5/20/2014       51.70
FORD MOTOR CRED        6.300% 5/20/2014       50.35
FORD MOTOR CRED        6.850% 5/20/2014       50.55
FORD MOTOR CRED        6.950% 5/20/2014       50.29
FORD MOTOR CRED        6.650% 6/20/2014       66.40
FORD MOTOR CRED        6.750% 6/20/2014       57.25
FORD MOTOR CRED        6.800% 6/20/2014       55.00
FORD MOTOR CRED        6.800% 6/20/2014       55.00
FORD MOTOR CRED        6.850% 6/20/2014       45.50
FORD MOTOR CRED        6.550% 7/21/2014       53.04
FORD MOTOR CRED        6.000% 11/20/2014      54.65
FORD MOTOR CRED        6.000% 11/20/2014      50.00
FORD MOTOR CRED        6.000% 11/20/2014      45.50
FORD MOTOR CRED        6.050% 12/22/2014      48.00
FORD MOTOR CRED        6.050% 12/22/2014      53.00
FORD MOTOR CRED        6.150% 12/22/2014      50.55
FORD MOTOR CRED        6.000% 1/20/2015       46.53
FORD MOTOR CRED        6.150% 1/20/2015       53.36
FORD MOTOR CRED        6.250% 1/20/2015       47.34
FORD MOTOR CRED        6.000% 2/20/2015       49.63
FORD MOTOR CRED        6.050% 2/20/2015       47.88
FORD MOTOR CRED        6.100% 2/20/2015       51.12
FORD MOTOR CRED        6.500% 2/20/2015       48.40
FORD MOTOR CRED        6.200% 3/20/2015       55.00
FORD MOTOR CRED        6.250% 3/20/2015       48.00
FORD MOTOR CRED        6.500% 3/20/2015       54.00
FORD MOTOR CRED        6.800% 3/20/2015       50.70
FORD MOTOR CRED        7.300% 4/20/2015       51.16
FORD MOTOR CRED        7.900% 5/18/2015       61.02
FORD MOTOR CRED        7.350% 9/15/2015       57.78
FORD MOTOR CRED        7.550% 9/30/2015      100.40
FORD MOTOR CRED        8.000% 12/15/2016      71.77
FORD MOTOR CRED        7.250% 7/20/2017       46.75
FORD MOTOR CRED        7.400% 8/21/2017       59.18
FORD MOTOR CO          6.500% 8/1/2018        49.00
FORD HOLDINGS          9.375% 3/1/2020        57.00
FORD MOTOR CO          9.215% 9/15/2021       55.00
FORD MOTOR CO          8.875% 1/15/2022       51.77
FORD MOTOR CO          7.125% 11/15/2025      44.65
FORD MOTOR CO          7.500% 8/1/2026        47.30
FORD MOTOR CO          6.625% 2/15/2028       40.52
FORD MOTOR CO          6.625% 10/1/2028       42.00
FORD MOTOR CO          6.375% 2/1/2029        43.50
FORD HOLDINGS          9.300% 3/1/2030        52.72
FORD MOTOR CO          7.450% 7/16/2031       53.50
FORD MOTOR CO          8.900% 1/15/2032       53.00
FORD MOTOR CO          9.950% 2/15/2032       57.21
FORD MOTOR CRED        7.500% 8/20/2032       50.16
FORD MOTOR CO          7.750% 6/15/2043       43.16
FORD MOTOR CO          7.400% 11/1/2046       43.12
FORD MOTOR CO          9.980% 2/15/2047       56.00
FORD MOTOR CO          7.700% 5/15/2097       38.56
FONTAINEBLEAU LA      10.250% 6/15/2015       51.10
FRANKLIN BANK          4.500% 5/1/2027        26.50
FIRST DATA CORP        4.500% 6/15/2010       68.94
FIRST DATA CORP        5.625% 11/1/2011       53.00
FIRST DATA CORP        4.700% 8/1/2013        50.00
FIRST DATA CORP        4.850% 10/1/2014       38.65
FIRST DATA CORP        4.950% 6/15/2015       40.10
FIFTH THIRD CAP        6.500% 4/15/2037       64.50
FEDDERS NORTH AM       9.875% 3/1/2014         1.43
FREMONT GEN CORP       7.875% 3/17/2009       48.00
FINLAY FINE JWLY       8.375% 6/1/2012        36.13
FINOVA GROUP           7.500% 11/15/2009      11.00
FRONTIER AIRLINE       5.000% 12/15/2025      25.00
CITIZENS UTIL CO       7.000% 11/1/2025       68.25
CITIZENS UTIL CO       7.000% 11/1/2025       69.00
CITIZENS UTIL CO       7.450% 7/1/2035        68.00
CITIZENS UTIL CO       7.050% 10/1/2046       65.71
FIBERTOWER CORP        9.000% 11/15/2012      69.00
FIVE STAR QUALIT       3.750% 10/15/2026      65.58
MEDIANEWS GROUP        6.875% 10/1/2013       42.00
MEDIANEWS GROUP        6.375% 4/1/2014        42.00
GOLDEN BOOKS PUB      10.750% 12/31/2004       0.01
GLOBAL INDUS LTD       2.750% 8/1/2027        57.84
GLOBAL INDUS LTD       2.750% 8/1/2027        57.81
GENERAL MOTORS         7.200% 1/15/2011       63.50
GENERAL MOTORS         7.125% 7/15/2013       53.50
GENERAL MOTORS         7.700% 4/15/2016       52.00
GENERAL MOTORS         8.800% 3/1/2021        52.00
GENERAL MOTORS         9.400% 7/15/2021       56.63
GENERAL MOTORS         8.250% 7/15/2023       51.00
GENERAL MOTORS         8.100% 6/15/2024       45.00
GENERAL MOTORS         7.400% 9/1/2025        41.96
GENERAL MOTORS         6.750% 5/1/2028        40.84
GENERAL MOTORS         8.375% 7/15/2033       52.47
GENERAL MOTORS         7.375% 5/23/2048       44.97
GMAC                   6.500% 3/15/2010       70.07
GMAC                   7.550% 8/15/2010       68.20
GMAC                   7.700% 8/15/2010       70.00
GMAC                   8.500% 10/15/2010      64.36
GMAC LLC               6.000% 4/1/2011        63.75
GMAC                   6.750% 9/15/2011       61.71
GMAC                   6.625% 10/15/2011      55.52
GMAC                   6.750% 10/15/2011      55.25
GMAC                   6.750% 10/15/2011      57.32
GMAC                   7.000% 10/15/2011      57.05
GMAC LLC               6.000% 12/15/2011      62.00
GMAC LLC               6.500% 5/15/2012       62.79
GMAC LLC               6.625% 5/15/2012       63.00
GMAC LLC               6.500% 6/15/2012       63.00
GMAC LLC               6.500% 6/15/2012       63.00
GMAC LLC               6.600% 6/15/2012       63.27
GMAC LLC               6.600% 6/15/2012       63.27
GMAC                   6.500% 7/15/2012       49.00
GMAC LLC               6.700% 7/15/2012       63.02
GMAC LLC               6.750% 7/15/2012       53.00
GMAC LLC               7.000% 7/15/2012       63.82
GMAC LLC               7.100% 7/15/2012       64.09
GMAC LLC               7.150% 7/15/2012       59.26
GMAC                   7.125% 8/15/2012       51.41
GMAC                   7.250% 8/15/2012       52.30
GMAC                   6.875% 8/28/2012       62.72
GMAC                   6.750% 9/15/2012       48.00
GMAC                   6.750% 9/15/2012       45.00
GMAC                   7.000% 9/15/2012       51.50
GMAC                   7.100% 9/15/2012       55.09
GMAC                   8.250% 9/15/2012       56.36
GMAC                   6.750% 10/15/2012      50.14
GMAC                   6.875% 10/15/2012      48.71
GMAC                   7.000% 10/15/2012      50.97
GMAC                   7.500% 10/15/2012      55.50
GMAC                   7.750% 10/15/2012      56.36
GMAC                   7.000% 11/15/2012      53.00
GMAC                   7.150% 11/15/2012      49.71
GMAC                   7.625% 11/15/2012      49.79
GMAC                   7.875% 11/15/2012      52.29
GMAC                   7.000% 12/15/2012      48.87
GMAC                   7.125% 12/15/2012      49.90
GMAC                   7.250% 12/15/2012      55.91
GMAC                   7.250% 12/15/2012      54.32
GMAC                   7.000% 1/15/2013       51.00
GMAC                   7.100% 1/15/2013       50.00
GMAC                   7.100% 1/15/2013       50.37
GMAC                   6.450% 2/15/2013       47.85
GMAC                   6.500% 2/15/2013       52.75
GMAC                   6.650% 2/15/2013       48.06
GMAC                   6.800% 2/15/2013       50.86
GMAC                   6.250% 3/15/2013       50.40
GMAC                   6.300% 3/15/2013       51.97
GMAC                   6.400% 3/15/2013       47.64
GMAC                   6.500% 3/15/2013       47.25
GMAC                   6.500% 4/15/2013       49.25
GMAC                   6.750% 4/15/2013       47.00
GMAC                   6.750% 4/15/2013       46.30
GMAC                   6.800% 4/15/2013       45.50
GMAC                   6.875% 4/15/2013       46.00
GMAC                   5.850% 5/15/2013       55.27
GMAC                   6.350% 5/15/2013       44.66
GMAC                   6.500% 5/15/2013       45.66
GMAC                   5.700% 6/15/2013       50.50
GMAC                   5.850% 6/15/2013       46.25
GMAC                   5.850% 6/15/2013       43.83
GMAC                   5.850% 6/15/2013       46.49
GMAC                   6.500% 6/15/2013       43.00
GMAC                   6.000% 7/15/2013       49.33
GMAC                   6.250% 7/15/2013       45.00
GMAC                   6.375% 8/1/2013        44.00
GMAC                   6.500% 8/15/2013       53.25
GMAC                   6.150% 9/15/2013       79.98
GMAC                   5.700% 10/15/2013      43.25
GMAC                   6.250% 10/15/2013      44.65
GMAC                   6.300% 10/15/2013      51.00
GMAC                   6.000% 11/15/2013      42.45
GMAC                   6.100% 11/15/2013      47.92
GMAC                   6.150% 11/15/2013      42.00
GMAC                   6.200% 11/15/2013      43.67
GMAC                   6.250% 11/15/2013      50.00
GMAC                   6.300% 11/15/2013      43.78
GMAC                   6.500% 11/15/2013      43.00
GMAC                   5.700% 12/15/2013      45.14
GMAC                   5.900% 12/15/2013      45.17
GMAC                   5.900% 12/15/2013      48.34
GMAC                   6.000% 12/15/2013      47.25
GMAC                   6.150% 12/15/2013      46.58
GMAC                   5.250% 1/15/2014       48.30
GMAC                   5.350% 1/15/2014       44.84
GMAC                   5.750% 1/15/2014       54.68
GMAC                   6.375% 1/15/2014       45.31
GMAC                   6.700% 5/15/2014       43.83
GMAC                   6.700% 5/15/2014       40.82
GMAC                   6.700% 6/15/2014       48.43
GMAC                   6.750% 6/15/2014       45.00
GMAC                   6.750% 12/1/2014       55.50
GMAC                   9.000% 7/15/2015       55.63
GMAC                   8.000% 8/15/2015       52.04
GMAC                   8.400% 8/15/2015       48.33
GMAC                   8.650% 8/15/2015       47.38
GMAC                   6.750% 7/15/2016       45.63
GMAC                   6.600% 8/15/2016       41.07
GMAC                   6.700% 8/15/2016       41.32
GMAC                   6.750% 8/15/2016       45.00
GMAC                   6.875% 8/15/2016       44.18
GMAC                   6.750% 9/15/2016       42.00
GMAC                   7.375% 11/15/2016      46.20
GMAC                   7.500% 11/15/2016      47.00
GMAC                   6.750% 6/15/2017       40.38
GMAC                   6.900% 6/15/2017       41.05
GMAC                   6.950% 6/15/2017       39.85
GMAC                   7.000% 6/15/2017       41.01
GMAC                   7.000% 7/15/2017       38.00
GMAC                   7.500% 8/15/2017       38.50
GMAC                   7.250% 9/15/2017       42.03
GMAC                   7.250% 9/15/2017       39.50
GMAC                   7.250% 9/15/2017       45.09
GMAC                   7.250% 9/15/2017       42.88
GMAC                   7.125% 10/15/2017      43.54
GMAC                   7.200% 10/15/2017      39.00
GMAC                   7.200% 10/15/2017      45.79
GMAC                   7.750% 10/15/2017      49.91
GMAC                   8.000% 10/15/2017      43.00
GMAC                   7.500% 11/15/2017      38.50
GMAC                   7.500% 11/15/2017      39.77
GMAC                   8.000% 11/15/2017      45.00
GMAC                   8.125% 11/15/2017      47.64
GMAC                   7.300% 12/15/2017      42.20
GMAC                   7.400% 12/15/2017      45.20
GMAC                   7.500% 12/15/2017      60.45
GMAC                   7.500% 12/15/2017      41.90
GMAC                   7.250% 1/15/2018       41.67
GMAC                   7.300% 1/15/2018       42.00
GMAC                   7.300% 1/15/2018       44.75
GMAC                   7.000% 2/15/2018       44.13
GMAC                   7.000% 2/15/2018       47.82
GMAC                   7.000% 2/15/2018       39.50
GMAC                   6.750% 3/15/2018       40.35
GMAC                   7.000% 3/15/2018       40.75
GMAC                   7.050% 3/15/2018       38.89
GMAC                   7.050% 3/15/2018       42.00
GMAC                   7.050% 4/15/2018       42.00
GMAC                   7.250% 4/15/2018       44.20
GMAC                   7.250% 4/15/2018       41.00
GMAC                   7.350% 4/15/2018       46.35
GMAC                   7.375% 4/15/2018       39.00
GMAC                   6.600% 5/15/2018       45.00
GMAC                   6.850% 5/15/2018       44.62
GMAC                   7.000% 5/15/2018       40.48
GMAC                   6.500% 6/15/2018       39.92
GMAC                   6.650% 6/15/2018       40.03
GMAC                   6.700% 6/15/2018       38.00
GMAC                   6.700% 6/15/2018       39.44
GMAC                   6.750% 7/15/2018       45.10
GMAC                   6.875% 7/15/2018       44.00
GMAC                   6.900% 7/15/2018       41.50
GMAC                   6.900% 8/15/2018       44.57
GMAC                   7.000% 8/15/2018       43.00
GMAC                   7.250% 8/15/2018       50.00
GMAC                   7.250% 8/15/2018       40.80
GMAC                   6.750% 9/15/2018       41.00
GMAC                   6.800% 9/15/2018       41.04
GMAC                   7.000% 9/15/2018       47.16
GMAC                   7.150% 9/15/2018       39.60
GMAC                   7.250% 9/15/2018       50.00
GMAC                   6.650% 10/15/2018      44.00
GMAC                   6.650% 10/15/2018      52.86
GMAC                   6.750% 10/15/2018      41.25
GMAC                   6.800% 10/15/2018      39.33
GMAC                   6.500% 11/15/2018      39.20
GMAC                   6.700% 11/15/2018      40.30
GMAC                   6.750% 11/15/2018      40.00
GMAC                   6.250% 12/15/2018      49.14
GMAC                   6.400% 12/15/2018      42.00
GMAC                   6.500% 12/15/2018      40.42
GMAC                   6.500% 12/15/2018      37.25
GMAC                   5.900% 1/15/2019       38.67
GMAC                   5.900% 1/15/2019       38.00
GMAC                   6.250% 1/15/2019       41.00
GMAC                   5.900% 2/15/2019       46.00
GMAC                   6.000% 2/15/2019       39.88
GMAC                   6.000% 2/15/2019       39.36
GMAC                   6.000% 2/15/2019       41.00
GMAC                   6.000% 3/15/2019       38.50
GMAC                   6.000% 3/15/2019       41.25
GMAC                   6.000% 3/15/2019       39.50
GMAC                   6.000% 3/15/2019       46.00
GMAC                   6.000% 3/15/2019       40.00
GMAC                   6.000% 4/15/2019       45.00
GMAC                   6.200% 4/15/2019       39.72
GMAC                   6.250% 4/15/2019       39.96
GMAC                   6.350% 4/15/2019       46.00
GMAC                   6.250% 5/15/2019       42.00
GMAC                   6.500% 5/15/2019       39.95
GMAC                   6.750% 5/15/2019       45.56
GMAC                   6.750% 5/15/2019       39.40
GMAC                   6.600% 6/15/2019       37.85
GMAC                   6.600% 6/15/2019       44.80
GMAC                   6.700% 6/15/2019       45.18
GMAC                   6.750% 6/15/2019       42.13
GMAC                   6.750% 6/15/2019       42.50
GMAC                   6.250% 7/15/2019       42.00
GMAC                   6.350% 7/15/2019       44.26
GMAC                   6.350% 7/15/2019       39.28
GMAC                   6.050% 8/15/2019       37.00
GMAC                   6.050% 8/15/2019       42.42
GMAC                   6.150% 8/15/2019       40.55
GMAC                   6.300% 8/15/2019       39.40
GMAC                   6.300% 8/15/2019       42.24
GMAC                   6.000% 9/15/2019       35.95
GMAC                   6.000% 9/15/2019       39.11
GMAC                   6.100% 9/15/2019       36.76
GMAC                   6.150% 9/15/2019       39.00
GMAC                   5.900% 10/15/2019      46.00
GMAC                   6.050% 10/15/2019      40.00
GMAC                   6.125% 10/15/2019      43.00
GMAC                   6.150% 10/15/2019      46.00
GMAC                   6.400% 11/15/2019      44.00
GMAC                   6.400% 11/15/2019      42.00
GMAC                   6.550% 12/15/2019      44.00
GMAC                   6.550% 12/15/2019      46.06
GMAC                   6.700% 12/15/2019      38.50
GMAC                   6.500% 1/15/2020       46.46
GMAC                   6.500% 2/15/2020       43.50
GMAC                   6.650% 2/15/2020       47.74
GMAC                   6.750% 3/15/2020       42.73
GMAC                   9.000% 7/15/2020       49.46
GMAC                   9.000% 7/15/2020       47.63
GMAC                   7.000% 2/15/2021       39.33
GMAC                   7.000% 9/15/2021       37.90
GMAC                   7.000% 9/15/2021       41.01
GMAC                   7.000% 6/15/2022       39.00
GMAC                   7.000% 11/15/2023      40.00
GMAC                   7.000% 11/15/2024      39.50
GMAC                   7.000% 11/15/2024      41.15
GMAC                   7.000% 11/15/2024      40.00
GMAC                   7.150% 1/15/2025       38.50
GMAC                   7.250% 1/15/2025       41.50
GMAC                   7.250% 2/15/2025       41.13
GMAC                   7.150% 3/15/2025       39.00
GMAC                   7.250% 3/15/2025       42.17
GMAC                   7.500% 3/15/2025       40.00
GMAC                   8.000% 3/15/2025       48.78
GLOBALSTAR INC         5.750% 4/1/2028        66.24
REALOGY CORP          10.500% 4/15/2014       63.00
REALOGY CORP          12.375% 4/15/2015       45.38
HUNTINGTON CAPIT       6.650% 5/15/2037       50.00
COLUMBIA/HCA           7.500% 11/15/2095      68.00
HERBST GAMING          7.000% 11/15/2014      21.50
HARRAHS OPER CO        8.000% 2/1/2011        60.10
PARK PLACE ENT         8.125% 5/15/2011       70.00
HARRAHS OPER CO        5.375% 12/15/2013      47.75
HARRAHS OPER CO        5.625% 6/1/2015        42.00
HARRAHS OPER CO        6.500% 6/1/2016        46.25
HARRAHS OPER CO        5.750% 10/1/2017       46.00
HILTON HOTELS          7.500% 12/15/2017      65.00
HINES NURSERIES       10.250% 10/1/2011       53.38
K HOVNANIAN ENTR       8.875% 4/1/2012        70.00
K HOVNANIAN ENTR       7.750% 5/15/2013       59.52
K HOVNANIAN ENTR       6.500% 1/15/2014       63.00
K HOVNANIAN ENTR       6.375% 12/15/2014      62.00
K HOVNANIAN ENTR       6.250% 1/15/2015       61.50
K HOVNANIAN ENTR       6.250% 1/15/2016       61.00
K HOVNANIAN ENTR       7.500% 5/15/2016       60.86
K HOVNANIAN ENTR       8.625% 1/15/2017       65.50
HAWAIIAN TELCOM        9.750% 5/1/2013        35.10
HAWAIIAN TELCOM       12.500% 5/1/2015        22.00
BORDEN INC             8.375% 4/15/2016       35.00
BORDEN INC             9.200% 3/15/2021       45.00
BORDEN INC             7.875% 2/15/2023       54.00
IDEARC INC             8.000% 11/15/2016      40.05
ION MEDIA             11.000% 7/31/2013       27.50
ISOLAGEN INC           3.500% 11/1/2024       37.88
INDALEX HOLD          11.500% 2/1/2014        59.00
PANAMSAT CORP          9.000% 8/15/2014       65.02
IRIDIUM LLC/CAP       10.875% 7/15/2005        0.72
IRIDIUM LLC/CAP       11.250% 7/15/2005        0.71
IRIDIUM LLC/CAP       13.000% 7/15/2005        0.81
IRIDIUM LLC/CAP       14.000% 7/15/2005        0.00
ISLE OF CAPRI          7.000% 3/1/2014        69.25
JAZZ TECHNOLOGIE       8.000% 12/31/2011      69.13
JONES APPAREL          6.125% 11/15/2034      68.06
KEYSTONE AUTO OP       9.750% 11/1/2013       40.06
KELLSTROM INDS         5.500% 6/15/2003        0.01
KEMET CORP             2.250% 11/15/2026      41.75
KEYCORP CAP VII        5.700% 6/15/2035       59.00
KIMBALL HILL INC      10.500% 12/15/2012       1.09
KAISER ALUMINUM        9.875% 2/15/2002        0.01
KAISER ALUMINUM       12.750% 2/1/2003         4.38
KRATON POLYMERS        8.125% 1/15/2014       54.00
KELLWOOD CO            7.625% 10/15/2017      62.50
LAZYDAYS RV           11.750% 5/15/2012       60.00
LEAR CORP              5.750% 8/1/2014        69.50
LEHMAN BROS HLDG       5.100% 2/15/2020       68.13
LEHMAN BROS HLDG       5.500% 2/27/2020       67.11
LEHMAN BROS HLDG       5.400% 3/6/2020        66.63
LEHMAN BROS HLDG       5.250% 3/8/2020        61.00
LEHMAN BROS HLDG       5.400% 3/20/2020       67.29
LEHMAN BROS HLDG       5.200% 5/13/2020       67.24
LEHMAN BROS HLDG       5.500% 3/14/2023       64.57
LEHMAN BROS HLDG       5.750% 3/27/2023       58.50
LEHMAN BROS HLDG       5.500% 4/8/2023        66.44
LEHMAN BROS HLDG       5.500% 4/15/2023       56.69
LEHMAN BROS HLDG       5.500% 4/23/2023       57.92
LEHMAN BROS HLDG       5.375% 5/6/2023        64.75
LEHMAN BROS HLDG       5.250% 5/20/2023       62.01
LEHMAN BROS HLDG       5.000% 5/28/2023       62.86
LEHMAN BROS HLDG       5.000% 6/10/2023       59.40
LEHMAN BROS HLDG       5.000% 6/17/2023       62.58
LEHMAN BROS HLDG       4.800% 6/24/2023       58.96
LEHMAN BROS HLDG       5.500% 10/7/2023       64.95
LEHMAN BROS HLDG       5.750% 10/15/2023      67.39
LEHMAN BROS HLDG       5.750% 10/21/2023      66.35
LEHMAN BROS HLDG       5.750% 11/12/2023      60.25
LEHMAN BROS HLDG       5.750% 11/25/2023      59.75
LEHMAN BROS HLDG       5.450% 3/15/2025       59.25
LEHMAN BROS HLDG       6.000% 10/23/2028      65.86
LEHMAN BROS HLDG       6.000% 11/18/2028      65.00
LEHMAN BROS HLDG       5.750% 12/16/2028      68.85
LEHMAN BROS HLDG       5.750% 12/23/2028      61.01
LEHMAN BROS HLDG       5.500% 1/27/2029       66.93
LEHMAN BROS HLDG       5.500% 2/3/2029        61.40
LEHMAN BROS HLDG       5.700% 2/10/2029       63.09
LEHMAN BROS HLDG       5.600% 2/17/2029       55.96
LEHMAN BROS HLDG       5.600% 2/24/2029       59.80
LEHMAN BROS HLDG       5.600% 3/2/2029        57.40
LEHMAN BROS HLDG       5.550% 3/9/2029        62.00
LEHMAN BROS HLDG       5.400% 3/30/2029       61.25
LEHMAN BROS HLDG       5.450% 4/6/2029        57.64
LEHMAN BROS HLDG       5.700% 4/13/2029       55.90
LEHMAN BROS HLDG       5.900% 5/4/2029        66.00
LEHMAN BROS HLDG       6.000% 5/11/2029       62.72
LEHMAN BROS HLDG       6.200% 5/25/2029       65.88
LEHMAN BROS HLDG       6.000% 7/20/2029       65.64
LEHMAN BROS HLDG       5.750% 8/24/2029       53.44
LEHMAN BROS HLDG       5.700% 9/7/2029        52.69
LEHMAN BROS HLDG       5.750% 9/14/2029       59.27
LEHMAN BROS HLDG       5.750% 10/12/2029      63.83
LEHMAN BROS HLDG       5.650% 11/23/2029      58.66
LEHMAN BROS HLDG       5.700% 12/14/2029      63.51
LEHMAN BROS HLDG       5.550% 1/25/2030       60.37
LEHMAN BROS HLDG       5.450% 2/22/2030       57.53
LEHMAN BROS HLDG       5.600% 2/25/2030       54.50
LEHMAN BROS HLDG       5.625% 3/15/2030       61.46
LEHMAN BROS HLDG       5.750% 3/29/2030       57.75
LEHMAN BROS HLDG       5.600% 5/3/2030        54.63
LEHMAN BROS HLDG       5.350% 6/14/2030       60.26
LEHMAN BROS HLDG       5.400% 6/21/2030       55.89
LEHMAN BROS HLDG       5.450% 7/19/2030       61.15
LEHMAN BROS HLDG       5.500% 8/2/2030        60.00
LEHMAN BROS HLDG       5.650% 8/16/2030       60.28
LEHMAN BROS HLDG       5.450% 9/20/2030       57.01
LEHMAN BROS HLDG       5.550% 9/27/2030       59.19
LEHMAN BROS HLDG       5.800% 10/25/2030      59.30
LEHMAN BROS HLDG       5.950% 12/20/2030      69.63
LEHMAN BROS HLDG       5.900% 2/7/2031        58.50
LEHMAN BROS HLDG       6.250% 5/9/2031        64.00
LEHMAN BROS HLDG       6.000% 4/30/2034       62.49
LEHMAN BROS HLDG       5.550% 12/31/2034      59.25
LEHMAN BROS HLDG       5.650% 12/31/2034      55.69
LEHMAN BROS HLDG       6.000% 2/24/2036       59.08
LEHMAN BROS HLDG       7.000% 4/22/2038       68.20
LEHMAN BROS HLDG       7.250% 4/29/2038       69.51
LIBERTY MEDIA          4.000% 11/15/2029      54.00
LIBERTY MEDIA          3.750% 2/15/2030       50.13
LIBERTY MEDIA          3.500% 1/15/2031       47.00
LIBERTY MEDIA          3.250% 3/15/2031       62.25
CHENIERE ENERGY        2.250% 8/1/2012        28.00
LIFECARE HOLDING       9.250% 8/15/2013       62.46
EQUISTAR CHEMICA       7.550% 2/15/2026       65.50
MILLENNIUM AMER        7.625% 11/15/2026      57.00
MAJESTIC STAR          9.750% 1/15/2011       22.50
MBIA INC               6.400% 8/15/2022       52.80
MBIA INC               5.700% 12/1/2034       50.23
MAGNA ENTERTAINM       7.250% 12/15/2009      47.00
MAGNA ENTERTAINM       8.550% 6/15/2010       53.75
MERRILL LYNCH         10.000% 3/6/2009        21.80
MERRILL LYNCH         11.000% 4/28/2009       24.50
MERRILL LYNCH          8.100% 6/4/2009        10.00
MERRILL LYNCH         12.100% 6/25/2009        9.44
MERRILL LYNCH         11.860% 7/14/2009        8.14
MERRILL LYNCH         12.000% 3/26/2010       24.44
MERIX CORP             4.000% 5/15/2013       50.50
METALDYNE CORP        11.000% 6/15/2012       18.25
METALDYNE CORP        10.000% 11/1/2013       48.00
MASONITE CORP         11.000% 4/6/2015        42.00
MICHAELS STORES       11.375% 11/1/2016       69.00
KNIGHT RIDDER          5.750% 9/1/2017        55.00
KNIGHT RIDDER          7.150% 11/1/2027       46.13
KNIGHT RIDDER          6.875% 3/15/2029       53.50
MANNKIND CORP          3.750% 12/15/2013      58.75
MORRIS PUBLISH         7.000% 8/1/2013        53.00
TRANS MFG OPER        11.250% 5/1/2009         5.25
MOVIE GALLERY         11.000% 5/1/2012        14.95
MRS FIELDS             9.000% 3/15/2011       61.50
MRS FIELDS            11.500% 3/15/2011       62.00
MORGAN STANLEY        10.000% 4/20/2009       18.50
MORGAN STANLEY        10.000% 5/20/2009       21.20
MORGAN STANLEY         8.000% 7/20/2009       11.70
MORGAN STANLEY        12.000% 7/20/2009       10.43
MICRON TECH            1.875% 6/1/2014        65.15
NORTH ATL TRADNG       9.250% 3/1/2012        55.00
NATL CITY BK KEN       6.300% 2/15/2011       82.00
NATL CITY BANK         4.625% 5/1/2013        71.50
NATL CITY CORP         4.900% 1/15/2015       68.71
NATL CITY CORP         6.875% 5/15/2019       60.66
NEFF CORP             10.000% 6/1/2015        38.25
NETWORK COMMUNIC      10.750% 12/1/2013       68.00
NEWARK GROUP INC       9.750% 3/15/2014       70.00
NATL FINANCIAL         0.750% 2/1/2012        64.58
NORTHSTAR REAL         7.250% 6/15/2027       69.90
NTK HOLDINGS INC       0.000% 3/1/2014        39.50
NORTEK INC             8.500% 9/1/2014        55.00
LEINER HEALTH         11.000% 6/1/2012        10.00
NUVEEN INVEST          5.500% 9/15/2015       61.50
NORTHWESTERN CRP       7.960% 12/21/2026       3.75
NETWORK EQUIPMNT       3.750% 12/15/2014      58.40
NORTHWST STL&WIR       9.500% 6/15/2001        0.00
OAKWOOD HOMES          7.875% 3/1/2004         0.00
OAKWOOD HOMES          8.125% 3/1/2009         0.13
AMER & FORGN PWR       5.000% 3/1/2030        50.02
OSCIENT PHARM          3.500% 4/15/2011       34.75
OSI RESTAURANT        10.000% 6/15/2015       57.56
OSI RESTAURANT        10.000% 6/15/2015       57.00
OVERSTOCK.COM          3.750% 12/1/2011       63.50
PAC-WEST TELECOM      13.500% 2/1/2009         1.50
RESTAURANT CO         10.000% 10/1/2013       59.75
PALM HARBOR            3.250% 5/15/2024       63.90
PIERRE FOODS INC       9.875% 7/15/2012        8.00
PACKAGING DYNAMI      10.000% 5/1/2016        67.38
PLY GEM INDS           9.000% 2/15/2012       50.25
PORTOLA PACKAGIN       8.250% 2/1/2012        42.00
PROPEX FABRICS        10.000% 12/1/2012        0.00
PRIMUS TELECOM         5.000% 6/30/2009       64.50
PRIMUS TELECOM         3.750% 9/15/2010       45.00
PRIMUS TELECOM         8.000% 1/15/2014       34.63
PSINET INC            10.000% 2/15/2005        0.00
PSINET INC            11.500% 11/1/2008        0.01
POPE & TALBOT          8.375% 6/1/2013         0.50
POPE & TALBOT          8.375% 6/1/2013         0.13
PIXELWORKS INC         1.750% 5/15/2024       70.00
QUALITY DISTRIBU       9.000% 11/15/2010      55.13
RITE AID CORP          6.875% 8/15/2013       61.50
RITE AID CORP          8.625% 3/1/2015        64.50
RITE AID CORP          9.375% 12/15/2015      64.93
RITE AID CORP          9.500% 6/15/2017       64.38
RITE AID CORP          7.700% 2/15/2027       52.38
RITE AID CORP          6.875% 12/15/2028      45.77
RADNOR HOLDINGS       11.000% 3/15/2010        0.00
RAFAELLA APPAREL      11.250% 6/15/2011       40.25
READER'S DIGEST        9.000% 2/15/2017       48.00
RADIAN GROUP           5.625% 2/15/2013       50.05
RADIAN GROUP           5.375% 6/15/2015       48.00
RESIDENTIAL CAP        8.375% 6/30/2010       28.00
RESIDENTIAL CAP        8.000% 2/22/2011       24.16
RESIDENTIAL CAP        8.500% 6/1/2012        25.00
RESIDENTIAL CAP        8.500% 4/17/2013       20.00
RESIDENTIAL CAP        8.875% 6/30/2015       29.44
REGIONS FIN TR         6.625% 5/15/2047       47.00
RH DONNELLEY           6.875% 1/15/2013       47.50
RH DONNELLEY           6.875% 1/15/2013       47.00
RH DONNELLEY           6.875% 1/15/2013       47.00
DEX MEDIA INC          8.000% 11/15/2013      56.00
RH DONNELLEY           8.875% 1/15/2016       45.75
RH DONNELLEY           8.875% 10/15/2017      45.95
RH DONNELLEY           8.875% 10/15/2017      45.00
ROTECH HEALTHCA        9.500% 4/1/2012        65.53
S3 INC                 5.750% 10/1/2003        0.25
ISTAR FINANCIAL        5.875% 3/15/2016       68.50
SWIFT ENERGY CO        7.625% 7/15/2011      100.50
SEARS ROEBUCK AC       6.500% 12/1/2028       56.50
SEARS ROEBUCK AC       7.000% 6/1/2032        70.50
SIX FLAGS INC          9.750% 4/15/2013       56.50
SIX FLAGS INC          9.625% 6/1/2014        54.00
SIX FLAGS INC          4.500% 5/15/2015       49.50
SLM CORP               5.150% 9/15/2015       64.65
SLM CORP               4.100% 12/15/2015      67.80
SLM CORP               5.450% 3/15/2018       63.73
SLM CORP               5.550% 3/15/2018       72.01
SLM CORP               5.600% 3/15/2018       66.16
SLM CORP               5.190% 4/24/2019       64.00
SLM CORP               5.000% 6/15/2019       68.00
SLM CORP               5.000% 6/15/2019       62.65
SLM CORP               5.500% 6/15/2019       69.21
SLM CORP               6.000% 6/15/2019       66.16
SLM CORP               6.000% 6/15/2019       68.52
SLM CORP               5.500% 9/15/2019       64.12
SLM CORP               6.000% 6/15/2021       64.19
SLM CORP               6.000% 6/15/2021       62.77
SLM CORP               6.000% 6/15/2021       65.29
SLM CORP               6.100% 6/15/2021       64.24
SLM CORP               6.150% 6/15/2021       64.41
SLM CORP               5.600% 3/15/2022       64.85
SLM CORP               5.650% 6/15/2022       68.54
SLM CORP               5.650% 6/15/2022       62.00
SLM CORP               5.400% 3/15/2023       61.16
SLM CORP               5.450% 3/15/2023       63.90
SLM CORP               5.600% 3/15/2024       59.89
SLM CORP               5.625% 1/25/2025       65.50
SLM CORP               5.350% 6/15/2025       51.88
SLM CORP               6.000% 6/15/2026       67.64
SLM CORP               6.000% 6/15/2026       58.71
SLM CORP               6.200% 9/15/2026       62.76
SLM CORP               6.000% 12/15/2026      61.96
SLM CORP               6.000% 12/15/2026      62.05
SLM CORP               6.000% 12/15/2026      64.23
SLM CORP               6.050% 12/15/2026      62.84
SLM CORP               6.000% 3/15/2027       62.11
SLM CORP               5.250% 3/15/2028       57.63
SLM CORP               5.550% 3/15/2028       55.00
SLM CORP               5.000% 6/15/2028       67.49
SLM CORP               5.250% 6/15/2028       61.14
SLM CORP               5.350% 6/15/2028       55.00
SLM CORP               4.800% 12/15/2028      65.42
SLM CORP               5.150% 12/15/2028      68.85
SLM CORP               5.250% 12/15/2028      55.50
SLM CORP               5.600% 12/15/2028      60.25
SLM CORP               5.800% 12/15/2028      65.38
SLM CORP               6.000% 12/15/2028      59.43
SLM CORP               6.100% 12/15/2028      66.00
SLM CORP               5.550% 3/15/2029       69.62
SLM CORP               5.600% 3/15/2029       67.45
SLM CORP               5.650% 3/15/2029       58.32
SLM CORP               5.650% 3/15/2029       60.61
SLM CORP               5.650% 3/15/2029       58.86
SLM CORP               5.700% 3/15/2029       55.93
SLM CORP               5.700% 3/15/2029       60.00
SLM CORP               5.700% 3/15/2029       60.61
SLM CORP               5.700% 3/15/2029       59.83
SLM CORP               5.700% 3/15/2029       58.73
SLM CORP               5.700% 3/15/2029       65.41
SLM CORP               5.700% 3/15/2029       55.40
SLM CORP               5.750% 3/15/2029       61.79
SLM CORP               5.750% 3/15/2029       66.45
SLM CORP               5.750% 3/15/2029       52.50
SLM CORP               5.750% 3/15/2029       59.39
SLM CORP               5.750% 3/15/2029       64.75
SLM CORP               6.000% 3/15/2029       61.65
SLM CORP               5.500% 6/15/2029       58.72
SLM CORP               5.500% 6/15/2029       60.00
SLM CORP               5.600% 6/15/2029       62.24
SLM CORP               5.750% 6/15/2029       61.75
SLM CORP               5.750% 6/15/2029       60.00
SLM CORP               6.000% 6/15/2029       65.12
SLM CORP               6.000% 6/15/2029       62.67
SLM CORP               6.000% 6/15/2029       65.39
SLM CORP               6.250% 6/15/2029       63.32
SLM CORP               6.250% 6/15/2029       59.70
SLM CORP               6.250% 6/15/2029       58.50
SLM CORP               5.750% 9/15/2029       59.53
SLM CORP               5.850% 9/15/2029       66.00
SLM CORP               6.000% 9/15/2029       63.93
SLM CORP               6.000% 9/15/2029       59.85
SLM CORP               6.000% 9/15/2029       61.72
SLM CORP               6.150% 9/15/2029       61.00
SLM CORP               6.150% 9/15/2029       62.13
SLM CORP               6.250% 9/15/2029       63.33
SLM CORP               6.250% 9/15/2029       62.66
SLM CORP               6.250% 9/15/2029       63.83
SLM CORP               5.600% 12/15/2029      59.00
SLM CORP               5.600% 12/15/2029      59.82
SLM CORP               5.650% 12/15/2029      63.72
SLM CORP               5.650% 12/15/2029      57.63
SLM CORP               5.650% 12/15/2029      58.34
SLM CORP               5.700% 12/15/2029      62.69
SLM CORP               5.750% 12/15/2029      65.81
SLM CORP               5.750% 12/15/2029      59.06
SLM CORP               5.750% 12/15/2029      59.71
SLM CORP               5.400% 3/15/2030       57.33
SLM CORP               5.500% 3/15/2030       58.00
SLM CORP               5.500% 3/15/2030       58.56
SLM CORP               5.650% 3/15/2030       60.15
SLM CORP               5.700% 3/15/2030       64.33
SLM CORP               5.750% 3/15/2030       59.39
SLM CORP               5.750% 3/15/2030       64.41
SLM CORP               5.400% 6/15/2030       57.97
SLM CORP               5.400% 6/15/2030       56.63
SLM CORP               5.500% 6/15/2030       60.93
SLM CORP               5.750% 6/15/2030       58.97
SLM CORP               5.300% 9/15/2030       57.00
SLM CORP               5.650% 9/15/2030       58.80
SLM CORP               5.500% 12/15/2030      62.30
SLM CORP               5.500% 12/15/2030      60.48
SLM CORP               6.000% 6/15/2031       62.77
SLM CORP               6.000% 6/15/2031       63.60
SLM CORP               6.300% 9/15/2031       61.90
SLM CORP               6.350% 9/15/2031       59.19
SLM CORP               6.350% 9/15/2031       55.00
SLM CORP               6.400% 9/15/2031       62.23
SLM CORP               6.450% 9/15/2031       63.63
SLM CORP               6.500% 9/15/2031       64.03
SLM CORP               5.850% 12/15/2031      63.93
SLM CORP               6.000% 12/15/2031      63.55
SLM CORP               6.000% 12/15/2031      61.86
SLM CORP               6.000% 12/15/2031      58.77
SLM CORP               6.000% 12/15/2031      66.73
SLM CORP               6.050% 12/15/2031      60.20
SLM CORP               6.100% 12/15/2031      60.01
SLM CORP               6.200% 12/15/2031      62.92
SLM CORP               5.650% 3/15/2032       62.58
SLM CORP               5.700% 3/15/2032       63.03
SLM CORP               5.800% 3/15/2032       58.80
SLM CORP               5.800% 3/15/2032       60.82
SLM CORP               5.800% 3/15/2032       63.93
SLM CORP               5.850% 3/15/2032       64.37
SLM CORP               5.850% 3/15/2032       56.50
SLM CORP               5.850% 3/15/2032       63.46
SLM CORP               5.750% 6/15/2032       58.91
SLM CORP               5.750% 6/15/2032       59.33
SLM CORP               5.850% 6/15/2032       64.25
SLM CORP               5.850% 6/15/2032       64.25
SLM CORP               6.000% 3/15/2037       60.82
SLM CORP               6.000% 3/15/2037       57.93
SLM CORP               6.000% 3/15/2037       60.73
SANDISK CORP           1.000% 5/15/2013       66.75
SYNOVUS FINL           5.125% 6/15/2017       83.63
SPECTRUM BRANDS        7.375% 2/1/2015        56.51
SPANSION LLC          11.250% 1/15/2016       64.29
STANLEY-MARTIN         9.750% 8/15/2015       45.00
STATION CASINOS        6.000% 4/1/2012        68.00
STATION CASINOS        6.500% 2/1/2014        48.50
STATION CASINOS        6.875% 3/1/2016        45.00
STATION CASINOS        7.750% 8/15/2016       65.50
STATION CASINOS        6.625% 3/15/2018       42.00
CONSTELLATION BR       8.125% 1/15/2012      100.49
SERVICEMASTER CO       7.100% 3/1/2018        44.50
SERVICEMASTER CO       7.450% 8/15/2027       39.30
SERVICEMASTER CO       7.250% 3/1/2038        52.00
SWIFT TRANS CO        12.500% 5/15/2017       39.91
DIVA SYSTEMS          12.625% 3/1/2008         0.00
TELIGENT INC          11.500% 12/1/2007        0.21
TELIGENT INC          11.500% 3/1/2008         0.21
TRANS-LUX CORP         8.250% 3/1/2012        49.00
THORNBURG MTG          8.000% 5/15/2013       57.25
TOM'S FOODS INC       10.500% 11/1/2004        0.39
TOUSA INC              9.000% 7/1/2010        52.50
TOUSA INC              9.000% 7/1/2010        60.25
TOUSA INC              7.500% 3/15/2011        6.75
TOUSA INC             10.375% 7/1/2012         7.00
TOUSA INC              7.500% 1/15/2015        6.75
TOYS R US              7.375% 10/15/2018      70.13
TRIBUNE CO             4.875% 8/15/2010       66.41
TIMES MIRROR CO        7.250% 3/1/2013        35.38
TRIBUNE CO             5.250% 8/15/2015       35.50
TIMES MIRROR CO        7.500% 7/1/2023        39.99
TIMES MIRROR CO        6.610% 9/15/2027       31.50
TIMES MIRROR CO        7.250% 11/15/2096      32.14
TRIAD ACQUIS          11.125% 5/1/2013        57.00
TRUMP ENTERTNMNT       8.500% 6/1/2015        47.00
WIMAR OP LLC/FIN       9.625% 12/15/2014      30.38
TRUE TEMPER            8.375% 9/15/2011       58.75
TRONOX WORLDWIDE       9.500% 12/1/2012       58.00
SABRE HOLDINGS         8.350% 3/15/2016       68.00
RJ TOWER CORP         12.000% 6/1/2013         0.00
UAL 1995 TRUST         9.020% 4/19/2012       40.00
UAL CORP               5.000% 2/1/2021        45.50
UAL CORP               4.500% 6/30/2021       49.01
PIEDMONT AVIAT        10.250% 1/15/2049        0.00
US AIR INC            10.700% 1/15/2049        0.01
MISSOURI PAC RR        5.000% 1/1/2045        64.11
USAUTOS TRUST          5.100% 3/3/2011        49.00
US SHIPPING PART      13.000% 8/15/2014       60.00
USEC INC               3.000% 10/1/2014       64.00
VISTEON CORP           7.000% 3/10/2014       49.00
VENTURE HLDGS          9.500% 7/1/2005         0.13
VERTIS INC            10.875% 6/15/2009       20.00
VICORP RESTAURNT      10.500% 4/15/2011       17.88
VERENIUM CORP          5.500% 4/1/2027        38.00
VERASUN ENERGY         9.375% 6/1/2017        53.75
WEBSTER CAPITAL        7.650% 6/15/2037       66.85
WCI COMMUNITIES        9.125% 5/1/2012        32.50
WCI COMMUNITIES        7.875% 10/1/2013       35.50
WCI COMMUNITIES        6.625% 3/15/2015       35.00
WCI COMMUNITIES        4.000% 8/5/2023        29.00
WINSTAR COMM INC      12.750% 4/15/2010        0.01
WINSTAR COMM INC      14.750% 4/15/2010        0.00
WERNER HOLDINGS       10.000% 11/15/2007       0.00
WILLIAM LYON           7.625% 12/15/2012      41.45
WILLIAM LYON          10.750% 4/1/2013        49.38
WILLIAM LYON           7.500% 2/15/2014       42.25
WASH MUTUAL INC        4.200% 1/15/2010       80.00
WASH MUTUAL INC        8.250% 4/1/2010        68.93
WASH MUTUAL INC        5.500% 8/24/2011       72.63
WASH MUTUAL INC        5.000% 3/22/2012       64.77
WASH MUTUAL INC        4.625% 4/1/2014        50.00
WASH MUT BANK NV       5.650% 8/15/2014       63.90
WASH MUT BANK NV       5.125% 1/15/2015       64.50
WASH MUTUAL INC        5.250% 9/15/2017       61.00
WASH MUTUAL INC        7.250% 11/1/2017       54.50
WASH MUTUAL PFD        6.534% 03/29/1949      33.51
WILLIAMS COS           7.500% 1/15/2031      100.50
WILLIAMS COS           7.750% 6/15/2031      102.25
WEIRTON STEEL         10.750% 6/1/2005        99.98
PEGASUS SATELLIT       9.750% 12/1/2006        0.13
PEGASUS SATELLIT      12.375% 8/1/2008         0.00
EXPRESSJET HLDS       11.250% 8/1/2023        48.00
YOUNG BROADCSTNG      10.000% 3/1/2011        43.00
YOUNG BROADCSTNG       8.750% 1/15/2014       29.50
YANKEE ACQUISITI       8.500% 2/15/2015       76.00
YANKEE ACQUISITI       9.750% 2/15/2017       61.50

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Raphael M. Palomino, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***