TCR_Public/080814.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 14, 2008, Vol. 12, No. 193           

                             Headlines

51 MILL: Voluntary Chapter 11 Case Summary
ADVANCED MICRO: Moody's Trims CFR to B2, $390MM Sr. Notes to B3
ALPINE PCS: Case Summary & 20 Largest Unsecured Creditors
AMERICAN BUSINESS: Bondholders May Commence Suit Against BDO
AMERICAN COLOR: Gets Final Approval to Use DIP Financing from BofA

ANTHRACITE CRE: S&P Cuts Ratings on Classes F, G Notes to CCC
ARR-MAZ CUSTOM: Buyout Cues Moody's to Withdraw CF, Debt Ratings
ATHERTON-NEWPORT: Involuntary Chapter 11 Case Summary
ATLANTIS PLASTICS: Asks Permission to Hire Various Firms
AURUM CLO: S&P Affirms BB Rating on Two Classes of Securities

BANC OF AMERICA: S&P Cuts Ratings on Class 0 Securities to CCC+
BEAR STEARNS TRUST: S&P Affirms BB Ratings on Classes K, L and M
BETTY LUGENBEEL: Case Summary & Nine Largest Unsecured Creditors
BLUEPOINT RE: Chapter 15 Petition Summary
BOSCOV'S INC: Wants SAL and Statements Filing Moved to October 3

CANADIAN TRUST: Judge Campbell Advises Creditors on Sanction Order
CANADIAN TRUST: Investors Committee Responds to Creditors' Appeal
CARDIMA INC: Amends Fin. Reports to Adjust Debt Extinguishments
CATHOLIC CHURCH: Davenport's Professionals Ask $2 Million in Fees
CATHOLIC CHURCH: Four Insurers Demand Trial by Jury

CATIA KUSTURIC: Case Summary & 18 Largest Unsecured Creditors
CAVALIER COACH: Case Summary & 20 Largest Unsecured Creditors
C-BASS ABS: S&P Downgrades Rating on Class M-5 Securities to CCC
CHINESEWORLDNET.COM INC: Chang Lee Expresses Going Concern Doubt
CHRYSLER LLC: To Implement Special Work Week on Three Facilities

CHRYSLER LLC: Financial Unit Changes Top Management Line-Up
CLARIENT INC: Secures $8 Million Financing with Gemino Healthcare
CMR MORTGAGE: Default Cues Auditor to Raise Going Concern Doubt
CMT AMERICA: Court Approves Young Conaway as Counsel
CONSECO INC: Best Reviews Ratings on Planned Ownership Transfer

CONSOL ENERGY: S&P Puts 'BB' Credit Rating on Watch Positive
CRIIMI MAE TRUST: S&P Cuts Ratings on Three Classes to CCC
CWCAPITAL COBALT: S&P Lowers Rating on Class K Securities to CCC
DAWAHARES LEXINGTON: Sells 3 CatBird Seat Locations to Alumni Hall
DEAN HARDWOODS: Case Summary & 19 Largest Unsecured Creditors

DELPHI CORP: June 30 Balance Sheet Upside-Down by $14.5 Billion
DELTA AIR: Pilots Ratify Joint Collective Bargaining Agreement
DELTA AIR: Lobbying Costs $1,800,000 in Second Quarter
DIEBOLD INCORPORATED: Review of Accounting Items Nears Completion
DYNAFLAIR CORPORATION: Voluntary Chapter 11 Case Summary

EBS LLC: Case Summary & 20 Largest Unsecured Creditors
EGPI FIRECREEK: Donahue Associates Expresses Going Concern Doubt
EMTA HOLDINGS: Semple Marchal Expresses Going Concern Doubt
ENCAP GOLF: Panel Refutes Wachovia's Claim of "Bad Faith" Filing
ENCAP GOLF: Committee May Engage Greenberg Traurig as Counsel

ENCAP GOLF: Gets Approval to Hire Traxi LLC as Financial Advisor
ENCAP GOLF: Committee May Engage J.H. Cohn as Financial Advisor
EPICEPT CORP: Nasdaq Panel Grants Continued Listing Request
FORD MOTOR: Drop in Demand of V-8 Engines Cues 300 Workers Layoff
FORD MOTOR: Lending Unit Cuts Vehicles for Hire, Fears More Losses

FRANK JONES: Case Summary & 21 Largest Unsecured Creditors
FV-UNION: Voluntary Chapter 11 Case Summary
GENERAL MOTORS: Implements Stern Procedures on Health Care Policy
GREENMAN TECH: June 30 Balance Sheet Upside-Down by $5,874,701
GRYPHON GOLD: Given 18 Months to Restructure $5 Million Debt

HORIZON HOTEL: Case Summary & 20 Largest Unsecured Creditors
ISCOPE INC: Warns of Halt in Shares Trading Due to Filing Delay
JER CRE CDO: S&P Cuts Ratings on Four Classes to BB, B
JOHN O'BRIEN: Case Summary & 19 Largest Unsecured Creditors
LEHMAN BROTHERS: Fitch Holds 'BB+' Rating on Two Cert. Classes

LUMINENT MORTGAGE: Lender Declares Default; Seeks $1.3MM Payment
MANCHESTER INC: Lender Buys Assets, Remodels Biz and Changes Name
MERVYN'S LLC: US Trustee Appoints Seven-Member Creditors Committee
MERVYN'S LLC: Creditor's Meeting Scheduled for September 5
MERVYN'S LLC: Wants Filing of Schedules Extended to October 27

MERVYN'S LLC: Seeks Court Approval to Hire Morgan Lewis as Counsel
MERVYN'S LLC: Taps Paul Hastings as Special Real Estate Counsel
MESA AIR: Delta Air Cancels Freedom CRJ-900 Connection Agreement
MIDLAND FOOD: Organizational Meeting to Form Panel Set August 20
MOHAN & MOHAN: Voluntary Chapter 11 Case Summary

NEW YORK RACING: Chapter 11 Emergence Deferred to September 2
NORTH AMERICAN LAND: Case Summary & Largest Unsecured Creditor
NORTHWEST AIRLINES: Pilots Ratify Joint Collective Bargaining Deal
NOVASTAR FINANCIAL: To Delay Filing of 2nd Quarter Results
ORIENTAL TRADING: Moody's Junks PD and CF ratings to Caa2 from B3

PBR INVESTMENTS: Voluntary Chapter 11 Case Summary
PROGRESSIVE GAMING: Inks Financing Transactions with PEM and IGT
PROGRESSIVE MOLDED: Panel Taps Dorsey & Whitney as Local Counsel
PROGRESSIVE MOLDED: Committee Wants Mesirow as Financial Advisors
QUALITY HOME: Case Trustee May Sell Office Equipment to PennyMac

QUEBECOR WORLD: Seeks Nod on $100MM Local Insight Printing Deal
QUEBECOR WORLD: Wants to Engage Watson Wyatt as Actuary
QUEBECOR WORLD: Resolves Sharper Image's $3.8 Million Claim
QUEBECOR WORLD: To Sell Ontario Lot to Broccolini for C$3,350,000
QUEBECOR WORLD: Trade Creditors Sell 32 Claims Worth $17,476,366

RADIOSHACK CORP: Moody's Affirms Ba1 CF Rating; Outlook Stable
RAJ SHARMA: Voluntary Chapter 11 Case Summary
SAINT ANNES CLUB: Case Summary & 18 Largest Unsecured Creditors
SEMGROUP LP: Alon Demands Return of $39,737,181 Products
SEMGROUP LP: Enterra, et al., Disclose Financial Exposures

SEMGROUP LP: Eagle Rock Asserts $6 Million Claim on June Sales
SEMGROUP LP: Three Parties Respond to Cash Collateral Motion
SHARPER IMAGE: Settles $3.8 Million Claim Against Quebecor World
STANDARD PACIFIC: Posts $248.2 Million Net Loss in 2008 2nd Qtr.
STEVE & BARRY'S: Court Approves Weil Gotshal as Attorneys

STEVE & BARRY'S: Court Approves Silverman as Conflicts Counsel
STEVE & BARRY'S: Court Approves Conway as Financial Advisors
STEVE & BARRY'S: Court Approves Asset Disposition as Advisor
STEVE & BARRY'S: Creditors Want $1.33MM Reclamation Claims Paid
STRADA 315 LLC: Files Amended Disclosure Statement and Ch.11 Plan

SPRINT NEXTEL: Cancels $3MM Convertible Preferred Stock Offering
SUN-TIMES MEDIA: June 30 Balance Sheet Upside-Down by $149.5MM
TARO PROPERTIES: Files for Chapter 11 Bankruptcy in Delaware
TARO PROPERTIES: Case Summary & 14 Largest Unsecured Creditors
TENET HEALTHCARE: Posts $15 Million Net Loss in 2008 2nd Quarter

TENET HEALTHCARE: Shareholders Approve Vote Provisions Proposal
THORNBURG MORTGAGE: To Delay Filing of June 2008 Quarterly Report
TLC VISION: High Leverage Cues Moody's to Cut CFR
TRUMP ENTERTAINMENT: Posts $29MM Net Loss in Quarter Ended June 30
TUNICA-BILOXI: Moody's Affirms B2 CFR, Changes Outlook to Positive

UAL CORP: ALPA Wants to Oust CEO Glenn Tilton, Launches Website
UNIVISION COMM: Revenue Decline Prompts Moody's to Cut CF Rating
UNO RESTAURANT: To Defer Interest Payment for $141MM Notes
UNO RESTAURANT: Moody's Lowers Corporate Family Rating to Ca
UNO RESTAURANT: May Miss Interest Payment, S&P Says; Cut to 'CC'

VERTIS HOLDINGS: Gets Final Approval to Use $380MM DIP Financing
VINEYARD NATIONAL: Obtains Waiver on $48.3MM First Tennessee Debt
WARNER MUSIC: June 30 Balance Sheet Upside-Down by $99 Million
WCI COMMUNITIES: U.S. Trustee Names Creditors Committee Members
WCI COMMUNITIES: Taps Sitrick as Communications Consultant

WENDY'S INTERNATIONAL: Will Not Renew $200 Million Credit Facility
WENDY'S INT'L: Moody's Maintains Ratings Review for Downgrade
WHITEHALL JEWELERS: Commences Court-Ordered Asset Liquidation Sale
WHITEHALL JEWELERS: Gets OK on Consulting Pact with Great American
WHITEHALL JEWELERS: Court Approves Store Closing Sale Procedures

WHITEHALL JEWELERS: May Use Up to $80MM DIP Fund Through August 28
WHITEHALL JEWELERS: Obtains Court's Nod on FTI Engagement
WICKES FURNITURE: To Get $1.25 Mil. Settlement Pay from Deloitte
WOODWARD HEIGHTS: Voluntary Chapter 11 Case Summary

* S&P Cuts Ratings on 32 CDOs of ABS; $23BB In Issuance Affected

* Neal Goldstein and Thomas Shapira Join Seyfarth Shaw as Partners
* Motley Rice Welcomes Securities and Consumer Fraud Partners
* Bridge Associates Revamps Organization Structure
* Michael Baxter Appointed as Chair of ABA Bankruptcy Committee
* NHB Names Hernan Serrano as Manging Director in New York

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

                             *********


51 MILL: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: 51 Mill Strett, LLC
        51-1 Mill Street
        Wolfeboro, NH 03894

Bankruptcy Case No.: 08-12275

Chapter 11 Petition Date: August 8, 2008

Court: District of New Hampshire (Manchester)

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

Total Assets: $1,062,500

Total Debts: $1,018,456

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


ADVANCED MICRO: Moody's Trims CFR to B2, $390MM Sr. Notes to B3
---------------------------------------------------------------
Moody's Investors Service downgraded Advanced Micro Devices'  
corporate family ratings to B2 from B1.  At the same time, the
rating on the $390 million senior note due 2012 was revised to B3
(LGD4, 59%) from B2.  The outlook is negative.

The downgrade was prompted by AMD's ongoing operating losses
driven primarily by business execution, diminished liquidity and
high financial leverage.  Moody's believes that AMD will remain
challenged to internally fund the advancement of its process
capability and production capacity, which is essential to keep
pace with competitor manufacturing cost reduction and process node
advances.

The rating action, rationale, and outlook do not include the
potential that the company may announce or finalize its "asset
smart" strategy, to which it has referred since late 2007.  To the
extent that AMD announces developments in this regard, Moody's
will consider the business, financial, and rating implications as
sufficient information becomes available.

Moody's decision to lower AMD's ratings also incorporated the
ongoing high level of business risk inherent to the volatile and
capital intensive microprocessor segment of the semiconductor
industry and the intense competition from the company's much
larger rival, Intel Corporation, who, with a strong product line
and significant financial, technical, and manufacturing resources
will continue to compete very aggressively in order to maintain
market share that it regained from AMD in 2007.  According to
Richard Lane, Senior Vice President, "While overall PC market
demand remains good, unit growth continues to be driven by a lower
end mix of PC's and servers, where processors tend to carry lower
profit margins.  To the extent that the developing macro demand
environment becomes more cautious, AMD's profitability and cash
flow would likely suffer unless there were a significant reversal
of product mix and operational efficiencies."  Given AMD's high
financial leverage and more limited financial flexibility, it
would then be constrained to invest in necessary product
development and manufacturing capability in order to remain
competitive.

AMD's negative rating outlook reflects the company's challenges to
move its operating performance towards a level of self funding
profitability and then to sustain that momentum. To the extent
that AMD does not show demonstrable signs of improving its
financial results in the second half of 2008, the rating could
come under downward pressure.

Ratings downgraded include:

  -- Corporate family rating to B2 from B1;

  -- Probability-of-default rating to B2 from B1;

  -- $390 million senior unsecured notes due August 2012 to B3
     (LGD4, 59%) from B2.

Advanced Micro Devices Inc., headquartered in Sunnyvale,
California, is the world's second largest designer and
manufacturer of microprocessors.  With an approximate 20% unit
share of the microprocessor market, AMD generated $6.3 billion of
revenues for the twelve months ended June 2008.


ALPINE PCS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Alpine PCS, Inc.
             114 N. Court St. Ste. 203
             Gaylord, MI 49735
             fdba Firefly Wireless
             fdba Firefly PCS

Bankruptcy Case No.: 08-00543

Debtor-affiliates filing separate Chapter 11 petitions on August
5, 2003:

        Entity                                     Case No.
        ------                                     --------
        Alpine Investments, LLC                    03-12186
        Alpine-California F, LLC                   03-10265
        Alpine-Fresno C, LLC                       03-12184
        Alpine-Hyannis F, LLC                      03-12190
        Alpine-Michigan E, Inc.                    03-12185
        Alpine-Michigan F, LLC                     03-12188
        RFB Cellular, Inc.                         03-12187

Chapter 11 Petition Date: August 12, 2008

Court: District of Columbia (Washington, D.C.)

Debtors' Counsel: Lawrence A. Katz, Esq.
                     Email: lakatz@venable.com
                  Venable, LLP
                  8010 Towers Crescent Dr., Ste. 300
                  Vienna, VA 22182
                  Tel: (703) 760-1921

Alpine PCS, Inc's Financial Condition:

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

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

Alpine PCS, Inc.'s List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Lucent Technologies, Inc.      Claim for             unknown
Attn: David J. Rapson, Esq.    indemnification
Guttenberg, Rapson & Colvin    and contribution
1970 Broadway, Ste. 1200
Oakland, CA 94612

RFB Cellular, Inc.             Court approved        unknown
Attn: Bruce C. Conklin, Jr.    stipulation to share
Kibel Green, Inc.              50% of conversion
1 Park Place, Ste. 206         litigation proceeds
Irvine, CA 92714

Broz, Robert                   Loan                  $2,479,583
114 N. Ct. St., Ste. 203
Gaylord, MI 49735

SLO County Tax Collector       Taxes                 $789,310
Room 203 County Governmnt
Center
San Luis Obispo, CA 93408-2060

Alpine-Monterey F., Inc.       Loan                  $497,627
114 N. Ct. St., Ste. 203
Gaylord, MI 49735

Broz, James                    Loan                  $381,250
301 Rodeo Dr.
Arroyo Grande, CA 93420

Thelen Reid Brown Raysman &    Legal fees            $192,211
Steiner LLP

Monterey County Tax Collector  Taxes                 $163,773

Genuity Telecom, Inc.          Trade debt            $106,290

Pacific Bell                   Utilities             $79,387

Davis Wright Tremaine, LLP     Legal fees            $56,233

TSI Telecommunications Serv.   Trade debt            $31,922

Verizon MD                     Utilities             $31,420

Pacific Gas & Electric-Non     Utilities             $23,372
Energy

Lukas, Nace, Gutierrez & Sachs Legal fees            $21,179

A-1 Movers                     Trade debt            $20,000

Alpine Operating PCS, LLC      Loan                  $13,766

McNamara Insurance Agency      Trade debt            $11,099

Kaye Scholer LLP               Legal Fees            $7,728

Classic Park Lane Partner      Trade debt            $7,603


AMERICAN BUSINESS: Bondholders May Commence Suit Against BDO
------------------------------------------------------------
The Hon. Thomas O'Neill, Jr., of the U.S. District Court for the
Eastern District of Pennsylvania ruled Monday that bondholders of
bankrupt American Business Financial Services, Inc., may file a
case against accounting firm, BDO Seidman LLP, Bankruptcy Law 360
reports.

            About American Business Financial Services

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., -- http://www.abfsonline.com/--  
together with its subsidiaries, is a financial services
organization operating mainly in the eastern and central portions
of the United States and California.  The company originates,
sells and services home mortgage loans through its principal
direct and indirect subsidiaries.  The company, along with four of
its subsidiaries, filed for chapter 11 protection on Jan. 21, 2005
(Bankr. D. Del. Case No. 05-10203).  The Bankruptcy Court
converted the cases to a chapter 7 liquidation on May 17, 2005.  
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors.  George L. Miller was appointed chapter 7 trustee in the
case.  John T. Carroll, III, Esq., at Cozen O'Connor, represents
the Case Trustee.  When the Debtors filed for protection from
their creditors, it listed $1,083,396,000 in total assets and
$1,071,537,000 in total debts.


AMERICAN COLOR: Gets Final Approval to Use DIP Financing from BofA
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware in
Wilmington granted final approval to a debtor-in-possession
financing for American Color Graphics, Inc. from Bank of America.  
The financing got approval on an interim basis on July 16, 2008.

The proceeds of the DIP financing have been and will continue to
be used to refinance American Color's existing first lien
indebtedness, meet post-petition obligations, and fund the
company's ongoing operations in the United States and Canada
during the pre-packaged reorganization process American Color is
using to implement a merger with Vertis Communications later this
summer.

"We appreciate the great support we have seen from our customers,
suppliers, and employees during our restructuring process.  Our
operations continue as usual and this DIP financing agreement
should provide more than adequate financial resources to fund our
operating requirements throughout North America while we complete
our restructuring proceedings and the merger with Vertis," Steve
Dyott, chairman and CEO of American Color, said.

"We remain very enthusiastic about the substantial benefits this
merger will offer the combined company and its customers," Mr.
Dyott added.

Both American Color and Vertis Communications filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware in Wilmington on July 15, 2008.  American Color's case
number is 08-11467.

As reported by the Troubled Company Reporter on Julu 29, 2008,
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware, authorized, on an interim basis, American
Color Graphics, Inc., as borrower, to enter into a $135,000,000
postpetition financing facility on a superpriority administrative
claim and first priority priming lien basis, dated as of July 15,
2008, with ACG Holdings, Inc., as guarantor, Bank of America,
N.A., as administrative agent and L/C Issuer and a consortium of
other lenders.

The DIP Facility is comprised of:

   -- $135,000,000 revolving loan facility; and

   -- up to $20,000,000 of sublimits for standby letters of
      credit to be issued the DIP Agent and the L/C Issuer.

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

Application for recognition of American Color's Chapter 11
proceedings under Section 18.6 of the Companies' Creditors
Arrangement Act was accepted by the Superior Court of Justice in
Ontario on July 16, 2008.  A combined hearing to confirm the plans
of reorganization for both companies has been set for August 26,
2008.

American Color previously received both U.S. and Canadian Court
approval to, among other things, pay pre-petition and post-
petition employee wages, salaries, and benefits as usual during
the restructuring processes, pay trade creditors in the ordinary
course of business, and continue all customer programs.

                  About American Color Graphics

American Color Graphics Inc. -- http://www.americancolor.com/--         
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.

The company filed and its four affiliates filed for Chapter 11
protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467).
Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  Lehman Brothers, Inc. serves as the
company's financial advisors.  When the Debtors filed for
protection from their creditors they listed estimated assets
$100 million to $500 million and estimated debts of $500 million
to $1 billion.


ANTHRACITE CRE: S&P Cuts Ratings on Classes F, G Notes to CCC
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes from Anthracite CRE CDO 2006-HY3 Ltd. and removed them
from CreditWatch with negative implications, where they were
placed on May 28, 2008.

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

According to the trustee report dated July 17, 2008, the
transaction's current assets included 58 classes ($445.9 million,
75%) of CMBS pass-through certificates from 16 distinct
transactions issued between 2002 and 2006. The following CMBS
assets represent an asset concentration of 10% or more of total
assets:

     -- GE Commercial Mortgage Corp.'s series 2005-C4 ($92.9
million, 16%);

     -- Banc of America Commercial Mortgage Trust 2006-1 ($75.7
million, 13%);

     -- LB-UBS Commercial Mortgage Trust 2005-C7 ($67.8 million,
11%); and

     -- ML-CFC Commercial Mortgage Trust 2006-1 ($66.6 million,
11%).

The current assets also included six commercial real estate loans
($150 million, 25%), which are all either subordinate B-notes or
mezzanine loans.

The aggregate principal balance of the assets totaled $595.8
million, down from $645.4 million at issuance, while the aggregate
principal balance of the liabilities totaled $596 million, also
down from $645.4 million at issuance. Of the $49.6 million
reduction in aggregate asset balance, $186,651 was due to
principal losses realized on first-loss CMBS assets, which
currently represent $137.1 million (23%) of the asset pool.

S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'B-' rated
obligations. Excluding first-loss assets, the current asset pool
exhibits credit characteristics consistent with 'B+' rated
obligations. Standard & Poor's rates $308.8 million (52%) of the
assets. S&P reanalyzed its outstanding credit estimates for the
remaining assets.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Anthracite CRE CDO 2006-HY3 Ltd.
Collateralized debt obligations

             Rating
Class    To           From
A        BBB          AAA/Watch Neg
B-FL     BBB-         AA/Watch Neg
B-FX     BBB-         AA/Watch Neg
C-FL     BB+          A/Watch Neg
C-FX     BB+          A/Watch Neg
D        BB           A-/Watch Neg
E-FL     B            BBB/Watch Neg
E-FX     B            BBB/Watch Neg
F        CCC+         BBB-/Watch Neg
G        CCC          BB/Watch Neg


ARR-MAZ CUSTOM: Buyout Cues Moody's to Withdraw CF, Debt Ratings
----------------------------------------------------------------
Moody's Investors Service withdrew Arr-Maz Custom Chemicals Inc.'s  
Corporate Family Rating and its debt ratings after the acquisition
of the company by funds managed by Snow Phipps Group LLC.  The
rated debt was repaid upon closing of the acquisition on Aug. 7,
2008.  The ratings actions are summarized:

Ratings withdrawn:

Arr-Maz Custom Chemicals Inc.

  -- Corporate Family Rating -- B2

  -- Probability of Default Rating -- B2

  -- $15mm Sr secured first lien revolving credit facility due
     2013 -- B1, LGD3, 35%

  -- $154mm Sr secured first lien term loan due 2013 -- B1, LGD3,
     35%

  -- $66mm Sr secured second lien term loan due 2013 -- Caa1,
     LGD5, 87%

Arr-Maz, headquartered in Mulberry, Florida, develops and produces
process chemicals for phosphate mining and functional additives
for the phosphate fertilizer, asphalt, nitrogen chemicals and
industrial minerals industries.  Products include flotation
reagents, defoamers, coating agents, flocculants, granulations
aids, liquid anti-strips, asphalt emulsifiers and industrial
surfactants. Revenues for 2007 were approximately $187 million.


ATHERTON-NEWPORT: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Atherton-Newport Fund 123, LLC
                23792 Rockfield Boulevard, Suite 200
                Lake Forest, CA 92630

Case Number: 08-22478

Type of Business: The Debtor operates a real estate business.

Involuntary Petition Date: August 11, 2008

Court: Central District Of California (Los Angeles)

Judge: Alan M. Ahart

Petitioner's Counsel: Not Available
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Atherton-Newport Investments LLC Unsecured Creditor    $690,000
23792 Rockfield Blvd Ste 200
Lake Forest, CA 92630

Paul V Wayne                   Unsecured Creditor       $110,000
27441 Touney Road, Suite 240
Valencia, CA 91355

Faye Huffman                   Unsecured Creditor        $45,000
27441 Tourney Road, Suite 240
Valencia, CA 91355


ATLANTIS PLASTICS: Asks Permission to Hire Various Firms
--------------------------------------------------------
Atlantis Plastics Inc. and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Northern District of Georgia for
permission to engage Epiq Bankruptcy Solutions as their service
and noticing agent, Bankruptcy Data reports.  Epiq will bill
$40 to 275 per hour for clerk through senior case manager,
according to the report.

According to Bankruptcy Data, the Debtors also requested
permission to engage J. Robert Williamson, Esq., at Scroggins &
Williamson as their conflict counsel.  Scroggins & Williamson will
bill $75 to $150 per hour for document clerk and legal assistant,
$250 to $350 per hour for attorney.

The Debtors also want to engage Christopher J. Tierney at Hays
Financial Consulting as their financial advisor, Bankruptcy Data
relates.  Hays will bill $50 to $70 per hour for its
administrative staff, $100 to $150 per hour for its associates,
$100 to $250 per hour for its managers, $200 to $250 per hour for
its directors, and $300 to $350 per hour for its directors or
managing principals.

The Debtors also tapped Andrew Turnbull at Houlihan Lokey Howard &
Zukin Capital as their investment banker for a monthly cash fee of
$75,000 and a transaction fee, Bankruptcy Data notes.

Bankruptcy Data reports that the Debtors selected David B.
Kurzweil, Esq., at Greenberg Traurig as their counsel.  
Greenberg's legal assistants and paralegals bill at $75 to 300 per
hour, associates at $200 to $585 per hour, of counsels at $320 to
$800 per hour, and shareholders at $325 to $950 per hour.

                       About Atlantis Plastics

Atlanta, Georgia-based Atlantis Plastics Inc. manufactures
specialty polyethylene films and molded and extruded plastic
components used in a variety of industrial and consumer
applications.

It filed its chapter 11 petition on Aug. 10, 2008 (Bankr. N.D. Ga.
Case Nos. 08-75473 through 08-75481) together with Atlantis
Plastics, Inc., Atlantis Plastic Films, Inc., Atlantis Films,
Inc., Atlantis Molded Plastics, Inc., Atlantis Plastics Injection
Molding, Inc., Extrusion Masters, Inc., Linear Films, Inc., Pierce
Plastics, Inc., and Rigal Plastics, Inc.

David B. Kurzweil, Esq., at Greenberg Traurig, LLP, represents the
Debtors in their restructuring efforts.  They listed assets
between of $100 million and $500 million and debts of between
$100 million and $500 million.  The Debtors owe The Bank of New
York $75 million in unsecured loan and Equistar $1 million in
unsecured trade debt.


AURUM CLO: S&P Affirms BB Rating on Two Classes of Securities
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2 and B notes issued by Aurum CLO 2002-1 Ltd., an arbitrage
collateralized loan obligation (CLO) transaction managed by
Deutsche Asset Management, and removed them from CreditWatch,
where they were placed with positive implications on Aug. 1, 2008.
At the same time, we affirmed our ratings on the class D-1 and D-2
notes and removed them from CreditWatch negative. In addition, we
affirmed our ratings on the class A-1 and class C notes.

The raised ratings reflect delevering of the transaction and a
corresponding increase in the level of overcollateralization (O/C)
available to support the notes. Approximately 35% of the senior
notes have paid down. In addition, we removed two of the affirmed
ratings from CreditWatch negative due to adequate credit support
for the class D notes at their current rating levels.

Standard & Poor's will continue to review the affected classes to
determine if the ratings on the notes remain consistent with the
credit enhancement available to support them.

RATINGS RAISED AND REMOVED FROM CREDITWATCH POSITIVE
   
Aurum CLO 2002-1 Ltd.
               Rating
Class      To          From        Balance (mil. $)
A-2        AAA         AA/Watch Pos          60.000
B          A+          A-/Watch Pos          30.000
   
RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE
   
Aurum CLO 2002-1 Ltd.
               Rating
Class      To          From        Balance (mil. $)
D-1        BB          BB/Watch Neg          10.000
D-2        BB          BB/Watch Neg           3.000


RATINGS AFFIRMED
   
Aurum CLO 2002-1 Ltd.
Class            Rating     Balance (mil. $)
A-1              AAA                 163.109
C                BBB                  14.000


BANC OF AMERICA: S&P Cuts Ratings on Class 0 Securities to CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from Banc
of America Commercial Mortgage Inc.'s series 2006-2. Concurrently,
S&P affirmed its ratings on the 18 other classes from this series.

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

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

Four ($95.0 million) of the eight loans ($132.3 million) that have
reported DSCs below 1.0x are current credit concerns. The eight
loans are secured by a variety of property types, have an average
balance of $16.5 million, and have experienced a weighted average
decline in DSC of 37% since issuance. The four loans that are
credit concerns are secured by retail, lodging, and office
properties. These properties have experienced a combination of
declining occupancy and higher operating expenses.

There are four loans totaling $26.5 million (1.0%) with the
special servicer, LNR Partners Inc. (LNR). Details of the four
loans with the special servicer are:

     -- The Titan Facility loan ($8.0 million exposure; 0.3%) is
secured by a 235,629-sq.-ft. manufacturing facility built in 1956
in San Leandro, Calif.
The loan was transferred to LNR due to monetary default and is
currently 90-plus days delinquent. A receiver was appointed on
June 5, 2008, and based on a final appraisal value of $8.5 million
from January 2008, Standard & Poor's expects a minimal loss if
any, upon resolution of this asset.

     -- The Thomas Grace Plaza loan ($2.5 million; 0.1%) is
secured by a 25,219-sq.-ft. retail property built in Sharpsburg,
Ga., approximately 30 miles south of downtown Atlanta. The loan
was transferred to LNR after the borrower requested to use
reserves to cover debt service payments. The loan is 30-plus days
delinquent and foreclosure has been initiated. Standard & Poor's
expects a moderate loss upon resolution of this asset.

     -- The Fortunoffs of Paramus loan ($13.5 million; 0.5%) is
secured by a 40,000-sq.-ft. property built in 1988 in Paramus,
N.J. The loan was transferred to LNR due to imminent default after
Fortunoffs filed for Chapter 11 bankruptcy. Lord & Taylor has
purchased Fortunoffs out of Chapter 11 and has provided the funds
for the missed debt service payments. The loan is now current and
has a projected DSC of 1.33x. LNR will return the loan to the
master servicer in the near future.

     -- The Holiday Inn Express – Ft. Mill, SC loan ($3.1
million; 0.1%) is secured by a 68-room lodging property in Ft.
Mill, S.C. The loan was transferred to LNR because the property's
franchise agreement was terminated. An agreement has since been
reached with Intercontinental to reinstate the franchise
agreement. Once the new franchise agreement has been finalized,
LNR will return the loan to the master servicer.

As of the July 10, 2008, remittance report, the collateral pool
consisted of 160 loans with an aggregate balance of $2.67 billion,
compared with the same number of loans with a balance of $2.70
billion at issuance. The master servicer, Bank of America N.A.
(BoA), reported financial information for 97% of the pool. Ninety-
five percent of the servicer-provided information was full-year
2007 data. Standard & Poor's calculated a weighted average DSC of
1.51x for the pool, up from 1.40x at issuance. All but two of the
loans in the pool are current. The two delinquent loans are with
the special servicer and are discussed above. To date, the trust
has not experienced any losses.

The top 10 loans have an aggregate outstanding balance of $1.14
billion (42.9%) and a weighted average DSC of 1.25x, down from
1.30x at issuance. Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 loans. One asset was characterized as "excellent" and
the remaining properties were characterized as "good."

The credit characteristics of 277 Park Avenue, 841-853 Broadway,
250 Park Avenue South, Myles Standish Plaza, and the 160 East 84th
Street loans are consistent with those of investment-grade
obligations. The credit characteristics of the Fanueuil Hall loan
are no longer consistent with those of an investment-grade
obligation. The Fanueuil Hall loan has a balance of $95.2 million
(4%) and is the seventh-largest loan in the pool. The loan is
secured by a 371,630-sq.-ft. retail and office complex in downtown
Boston. For the year ended Dec. 31, 2007, DSC for this loan was
1.39x and occupancy was 91.9% as of March 31, 2008. Standard &
Poor's adjusted value for this loan is down 7% since issuance.

BoA reported a watchlist of 16 loans with an aggregate outstanding
balance of $307.7 million (11.5%). The Eastland Mall loan ($168.0
million, 6%) is the largest loan on the watchlist and is the
second-largest loan in the pool. The loan is secured by 709,820
sq. ft. of a 1,057,000-sq.-ft. regional mall built in 1978 in
Evansville, Ind. The loan is on the watchlist because the property
reported a DSC of 1.08x for the nine-month period ending Sept. 30,
2007. BoA confirmed that the loan will be removed from the August
watchlist because the property reported a DSC of 1.16x and an
occupancy of 92% for the year ended Dec. 31, 2007.

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

RATINGS LOWERED
   
Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2006-2
             Rating
Class     To        From   Credit enhancement (%)
L         B+        BB-                      2.02
M         B         B+                       1.90
N         B-        B                        1.65
O         CCC+      B-                       1.39

RATINGS AFFIRMED
   
Banc of America Commercial Mortgage Inc.
Commercial mortgage pass-through certificates series 2006-2
   
Class     Rating            Credit enhancement (%)
A-1       AAA                                30.37
A-2       AAA                                30.37
A-3       AAA                                30.37
A-AB      AAA                                30.37
A-4       AAA                                30.37
A-1A      AAA                                30.37
A-M       AAA                                20.25
A-J       AAA                                12.15
B         AA                                 10.25
C         AA-                                 9.24
D         A                                   7.72
E         A-                                  6.71
F         BBB+                                5.57
G         BBB                                 4.56
H         BBB-                                3.29
J         BB+                                 2.91
K         BB                                  2.40
XW        AAA                                  N/A

N/A-Not applicable.


BEAR STEARNS TRUST: S&P Affirms BB Ratings on Classes K, L and M
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 21
classes of commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Trust's series 2005-PWR9.

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

As of the July 11, 2008, remittance report, the collateral pool
consisted of 197 loans with an aggregate trust balance of $2.092
billion, compared with 199 loans totaling $2.152 billion at
issuance. The master servicers, Wells Fargo Commercial Mortgage
Servicing (Wells) and Prudential Asset Resources (Prudential),
reported financial information for 96% of the pool. Seventy
percent of the servicer-provided information was full-year 2007
data. There are no delinquent loans in the pool and no assets are
with the special servicer. The trust has not experienced any
losses to date. There are nine loans in the pool totaling $80.2
million (4%), however, that reported debt service coverage (DSC)
of less than 1.0x. Five loans ($45.5 million) are currently credit
concerns. These loans are secured by retail, self-storage, office,
and multifamily properties and have an average balance of $8.9
million. These loans have experienced a weighted average decline
in DSC of 39% since issuance. Excluding the defeased loans ($102.5
million, 5%), Standard & Poor's calculated a weighted average DSC
of 1.54x for the pool, down from 1.61x at issuance.

The top 10 loans have an aggregate outstanding balance of $627.9
million (30%) and a weighted average DSC of 1.46x, down from 1.55x
at issuance. Standard & Poor's reviewed property inspections
provided by the master servicer for four of the assets underlying
the top 10 exposures. One of the properties was characterized as
"excellent," and the remaining properties were characterized as
"good."

The credit characteristics of the Lakeside II, Somerset Village,
Container Store, and Maybrook Plaza Apartments loans are
consistent with those of an investment-grade obligation. Standard
& Poor's adjusted value for these loans are comparable to the
valuations at issuance. The credit characteristics of the 200 Glen
Cove Road loan are no longer consistent with an investment-grade
obligation. The loan is the 46th -largest in the pool and has a
balance of $12.4 million (1%). It is secured by the fee interest
in a 151,450-sq.-ft. retail property in Carle Place, N.Y. For the
year-ended Dec. 31, 2007, DSC was 1.11x, down from 2.15x at
issuance. Currently, the property is 100% occupied; however, the
weighted average rent at the property has declined 20% from
issuance. Standard & Poor's adjusted value for this loan is down
46% since issuance.

Wells and Prudential reported a watchlist of seven loans ($54.8
million, 3%). The Roosevelt Plaza loan ($15.7 million, 1%) is the
largest loan on the watchlist. The loan is secured by 125,337-sq.-
ft. retail property in Philadelphia, Pa. The loan is on the
watchlist because the portfolio reported a DSC of 0.75x for the
year-ended Dec. 31, 2007, due to a drop in occupancy and a 56%
increase in operating expenses; part of increase in expenses,
however, is related to maintenance work that was performed in
2007. As of May 2008, the property was 84% occupied.

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

RATINGS AFFIRMED
  
Bear Stearns Commercial Mortgage Securities Trust
Commercial mortgage pass-through certificates series 2005-PWR9

Class    Rating            Credit enhancement (%)

A-1      AAA                                20.58
A-1A     AAA                                20.58
A-2      AAA                                20.58
A-3      AAA                                20.58
A-4A     AAA                                20.58
A-4B     AAA                                20.58
A-AB     AAA                                20.58
A-J      AAA                                12.60
B        AA+                                11.96
C        AA                                 10.29
D        AA-                                 9.13
E        A                                   7.72
F        A-                                  6.69
G        BBB+                                5.40
H        BBB                                 4.37
J        BBB-                                3.21
K        BB+                                 2.96
L        BB                                  2.57
M        BB-                                 2.06
X-1      AAA                                 N/A
X-2      AAA                                 N/A

N/A-Not applicable.


BETTY LUGENBEEL: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Betty Ann Lugenbeel
        221 2nd Avenue North
        Naples, FL 34102

Bankruptcy Case No.: 08-12085

Chapter 11 Petition Date: August 11, 2008

Court: Middle District of Florida (Ft. Myers)

Debtor's Counsel: Richard Johnston, Jr. Esq.
                   (rjohnston@khj-law.com)
                  Kiesel Hughes & Johnston
                  P.O. Drawer 1000
                  Fort Myers, FL 33902
                  Tel: (239) 337-3900
                  Fax: (239) 337-7968
                  http://khj-law.com/

Total Assets: $9,166,900

Total Debts:  $7,300,409

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

            http://bankrupt.com/misc/flmb08-12085.pdf
                       

BLUEPOINT RE: Chapter 15 Petition Summary
-----------------------------------------
Chapter 15 Petitioner: John C. McKenna

Chapter 15 Debtor: BluePoint Re, Ltd.
                   Clarendon House, 2 Church St.
                   Hamilton, Bermuda

Chapter 15 Case No.: 08-13169

Type of Business: The Debtor provides insurance and reinsurance of
                  all kinds, and in particular to underwrite third
                  party financial insurance, mostly with
                  underlying risks of structured finance and
                  municipal transactions.  It is a wholly owned
                  subsidiary of BluePoint Holdings Ltd. in
                  Bermuda, which in turn is wholly owned by
                  Wachovia Corp.

Chapter 15 Petition Date: August 13, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Chapter 15 Petitioner's Counsel: Howard Seife, Esq.
                                    Email: hseife@chadbourne.com
                                 Chadbourne & Parke, LLP
                                 30 Rockefeller Plaza
                                 New York, NY 10112
                                 Tel: (212) 408-5361
                                 Fax: (212) 541-5369

Estimated Assets: More than $100,000,000

Estimated Debts:  More than $100,000,000


BOSCOV'S INC: Wants SAL and Statements Filing Moved to October 3
----------------------------------------------------------------
Boscov's Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend until Oct. 3, 2008,
the time within which they may file their Schedules of Assets and
Liabilities and Statements of Financial Affairs.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, the Debtors' proposed local counsel,
states that the substantial size, scope and complexity of the
Debtors' Chapter 11 cases, and the volume of materials that must
be compiled and reviewed by the Debtors' limited staff to
complete the Schedules and Statements for all of the Debtors
during the hectic early days of their bankruptcy cases provide
ample "cause" justifying an extension.

The additional time, Mr. DeFranceschi continues, would help
ensure that the documents are as accurate as possible.  He
relates that the Debtors' second fiscal quarter ended on
August 2, 2008, and the Debtors require approximately 30 days
thereafter to close their books for the quarter.  Thus, the
Debtors believe it would be an inefficient use of their limited
resources to commence preparation of the Schedules and Statements
before the closing of their books for the instant fiscal quarter.

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

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

(Boscov's Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CANADIAN TRUST: Judge Campbell Advises Creditors on Sanction Order
------------------------------------------------------------------
Cinar Productions (2004) Inc. and ADR Capital sought and obtained
the advice of the Honorable Justice Colin Campbell on whether or
not the terms of certain release provisions covered by the
Sanction Order are part of the approval of the Plan of Compromise
and Arrangement.

Cinar and ADR have been caught up in the collapse of the ABCP
market.  Cinar and ADR are judgment creditors of Ronald Winberg
in proceedings before the Superior Court in Quebec.  In 2006, a
judicial sale of Mr. Winberg's real property was ordered.  The
administrator of Mr. Winberg's estate was ordered to complete the
sale and hold the same subject to a process before the Quebec
Superior Court to deal with contestations with respect to the
funds prior to disposition.  The Administrator, in order to
obtain interest on the funds, transferred the funds from its
general account to an investment account at National Bank
Financial, which put the funds into ABCP.

In February 2008, when the contestations were settled and Cinar
and ADR sought payment of the sums owed to them held by the
Administrator, they were advised that the sums could not be paid
as the ABCP that was purchased could not be liquidated.

The Administrator asserted before the Ontario Superior Court of
Justice that the Release granted as part of the Sanction Order
should extend to the claims of Cinar and ADR.

The Ontario Superior Court opines that it does not have any
jurisdiction to deal with the real issue as between the parties,  
namely whether or not the respondent bailiff was authorized to or
was negligent in turning the property proceeds into ABCP.
"Clearly that is a matter for the Quebec Court," Mr. Justice
Campbell asserts.
                                                                                        
Murray Stieber, Esq., at Stieber Berlach LLP, in Toronto,
Ontario, representing respondents Paquette & Associes Hussiers en
Justice, urged the Ontario Superior Court to leave the dispute
entirely to the Quebec Court.  

Mr. Justice Campbell, however, refused to do so.  "I do not think
it appropriate in the circumstances.  Given the complexity of the
issues surrounding releases in the CCAA process of the ABCP and
given that the position of Cinar and ADR is supported by the ABCP
Applicants and not opposed by any other party on the service
list, I think it appropriate that this Court deal with the narrow
issue of whether or not Cinar and ADR are parties caught by the
Plan Release terms."

Mr. Stieber noted that the Release language is broad.  He also
pointed out that the term "Noteholder" in the Plan that is
approved would include those with a beneficial interest, which
would extend to Cinar and ADR.  "To make this latter finding
urged by Mr. Steiber would in my view be an intrusion into the
matters that are properly before the Quebec Court," Mr. Justice
Campbell maintains.

Cinar and ADR stated that in context, they cannot be considered
investors in the ABCP market in Canada.  Neither Cinar nor ADR
purchased ABCP notes.  Whether the bailiff is a party entitled to
do so is properly a matter for the Quebec Court, Cinar and ADR
said.

Mr. Justice Campbell agrees with the submissions of Cinar and
ADR.  "The parties who bargained for ABCP releases are those who
could be sued by Noteholders.  Since neither Cinar nor ADR bought
notes nor had any dealings with National Bank Financial, it would
be inequitable, to say the least, that they are precluded from
pursuing a claim against the bailiff for failure to pay over
amounts owing on a Court-ordered process," Mr. Justice Campbell
says.  "Once again, this determination is in no way intended to
affect matters before the Quebec Court.  An Order will issue
accordingly," he concluded.

                       About the ABCP Trusts

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.  

(Canadian ABCP Trusts Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


CANADIAN TRUST: Investors Committee Responds to Creditors' Appeal
-----------------------------------------------------------------
The Pan-Canadian Investors Committee for Third-Party Structured
ABCP, in response to the noteholders' appeal, said that the
benefits negotiated by the Pan-Canadian Committee with the Asset
Providers and certain Canadian banks come with a cost.  Those
benefits require comprehensive releases from noteholders,
including their affiliates who may have been ABCP Dealers who
sold ABCP, Benjamin Zarnett, Esq., at Goodmans LLP, in Toronto,
Ontario, stated.  In effect, the Plan provides a comprehensive
Release of any and all claims that could be made in connection
with ABCP by, or against ABCP, market participants, Mr. Zarnett
said.

After the implementation of the Plan, the sole remaining  
obligations of the released parties will be compliance with the
Plan and the restructuring transactions contemplated by the Plan,
Mr. Zarnett pointed out.

The Release is part and parcel of the Plan, both in a business
sense and in a legal sense, Mr. Zarnett asserted.  In a legal
sense, the Plan provided that:

   -- if any provision of the Plan is held to be invalid or
      unenforceable, the Plan will be null and void in all
      respects; and

   -- only the Pan-Canadian Committee has the right to amend the
      Plan, with the prior written consent of the Asset Providers
      and the Margin Funding Lenders.

In a business sense, the Plan can work only with the
contributions which the Asset Providers and Canadian Banks have
agreed to make, Mr. Zarnett elaborated.  They cannot be forced to
make those contributions with the releases they require, he
clarified.

                  Appellants Supplement Appeal

A total of 30 corporate noteholders took an appeal to the Ontario
Court of Appeals on June 18, 2008, of Honorable Justice Colin
Campbell's June 5 order sanctioning the Plan of Compromise and
Arrangement proposed by the Pan-Canadian Investors Committee for
Third Party Structured Asset Backed Commercial Paper for the
Canadian ABCP.

Appellants Air Transat A.T. Inc., Transat Tours Canada Inc., The
Jean Coutu Group (PJC) Inc., Aeroports de Montreal, Aeroports de
Montreal Capital Inc., Domtar Inc., Domtar Pulp and Paper
Products Inc., Giro Inc., Interquisa Canada LP, Labopharm Inc.,
Vetements de sport R.G.R. Inc., 131519 Canada Inc., Air Jazz LP,
Petrifond Foundation Company Limited, Petrifond Foundation
Midwest Limited, Services hypothecaires La Patrimoniale Inc.
Societe Generale de Financement du Quebec, VibroSystM Inc.,
Redcorp Ventures Ltd, Jura Energy Corporation, Ivanhoe Mines Ltd,
Webtech Wireless Inc., Wynn Capital Corporation Inc., Hy Bloom
Inc., Cardacian Mortgage Services Inc., West Energy Ltd, Sabre
Energy Ltd., Petrolifera Petroleum Ltd., Vaquero Resources Ltd.,
and Standard Energy Inc., contend that the Sanction Order is an
unprecedented order which raises fundamental jurisdictional and
legal issues of paramount importance to the Canadian legal system
at large.

The Appellants asserted that they be granted leave to appeal for
these reasons:

   (a) The points on appeal are of significance to the practice;
   (b) The points raised are of significance to the action;
   (c) The Appeal is prima facie meritorious; and
   (d) The Appeal will not unduly hinder the progress of the
       action.

The Appellants complained that Mr. Justice Campbell made (i)
fundamental errors of law in misconceiving his jurisdiction under
the Companies' Creditors Arrangement Act and (ii) palpable and
overriding errors of fact and law in exercising his discretion,
and that the appeal is therefore meritorious.

The Appeal, if authorized, will not unduly hinder the progress of
the proceedings, given, among other things, the expedited process
permitted by the Appeals Court, the Appellants noted.  As a
result, and keeping in mind the importance of the issues raised
and of the ultimate effect of the Appeal on the rights of the
parties, the minimal delays incurred should not be seen as undue,
they reasoned out.

         Pan-Canadian Committee Addressed Appeal Issues

The Pan-Canadian Committee took note of, and addresses six
principal issues on Appeal:

   (1) Does the CCAA authorize a Plan which includes a release of
       claims against others than the CCAA Debtor and its
       directors?

       On behalf of the Pan-Canadian Committee, Mr. Zarnett
       maintains that the CCAA, when interpreted in accordance
       with the applicable rules of construction, authorizes the
       Release, both as a matter of statutory construction and in
       accordance with case law.

   (2) Does the CCAA authorize the release of rights against
       third parties under Quebec law?

       In substance, Mr. Zarnett points out, the Appellants seek
       to raise the constitutional applicability of the CCAA, and
       do so without having the required notice to the relevant
       attorney-general.  

       The CCAA is federal legislation that is intra vires
       Parliament, Mr. Zarnett explains.  "To the extent that the
       CCAA interferes with provincial law rights -- as in
       compromising claims -- the doctrine of paramountcy
       provides that provincial laws are inoperative to the
       extent of inconsistency," he notes.  "The Appellants have
       also not proven Quebec law by evidence and the [Pan-
       Canadian] Committee take[s] issue with the conclusions of
       Quebec law pleaded.  Releases of claims and settlement of
       litigation are permissible under the Quebec Civil Code."

   (3) Are the Plan Releases contrary to the rule of law?

       The rule of law requires that there be a legal basis for
       state action, Mr. Zarnett says.  The CCAA is the source of
       law that allows for the Plan, he states.  To the extent
       that the CCAA allows for a different outcome than would be
       the case under provincial law, that is a question of
       paramountcy.

   (4) Did Mr. Justice Campbell err in concluding that ABCP
       Dealers made tangible and realistic contributions to the
       Plan?

       The releases required by the contributing parties included
       the release of the ABCP Dealers, Mr. Zarnett maintains.
       "These were all findings of fact, inferences of fact and
       factual aspects of mixed fact and law questions all are
       therefore to be accorded the highest degree of deference
       on appeal."

   (5) Did Mr. Justice Campbell err by inferring from the results
       of the vote that Noteholders had approved the third party
       releases?

       Creditors voted to approve the Plan and there is no doubt
       that they had knowledge of the nature and effect of the
       releases in the Plan, Mr. Zarnett avers.  Although
       creditors were free to vote in favor of the Plan, Mr.
       Justice Campbell was correct to conclude that by their
       positive votes, the overwhelming majority had to be taken
       to be supportive of the Plan with its Releases, Mr.
       Zarnett states.

   (6) Did Mr. Justice Campbell err in finding the Plan to be
       fair and reasonable?

       Mr. Justice Campbell studied the Plan, its benefits, the
       alternatives, the releases as initially proposed, the
       proposed claims and the fraud "carve-out" and engaged in
       appropriate balancing of factors, Mr. Zarnett relates.  He
       avers that the fact that 96% of voting Noteholders
       supported the Plan is powerful testimony to its fairness.

       Mr. Zarnett points out that the only question raised in
       the Appeal which is subject to review by the Court on the
       standard of correctness is whether, as a matter of law, a
       CCAA Plan may contain a release of claims against anyone
       other than the debtor and its directors.  "The other
       questions in the appeal, which relate to whether this Plan
       is fair and reasonable given that it contains this
       specific release, all raise issues of fact, mixed fact and
       law or discretion, and are subject to review on the highly
       deferential basis of palpable and overriding error," he
       avers.

A full-text copy of the Pan-Canadian Committee's Factum is
available for free at:

       http://bankrupt.com/misc/ABCP_CommFactum_Appeal.pdf

              Banks Want Noteholders' Appeal Dismissed

A. Asset Providers

In return for the significant compromise and additional
contributions they are making under the Plan, the Asset Providers
reiterate that they require comprehensive and effective releases
including the assurance that no claims will remain after the Plan
implementation that could lead to claims against them for
contribution and indemnity.    

Leave to Appeal is granted sparingly and the CCAA Judge is owed
considerable deference, the Asset Providers maintain.  They
assert that there must be "serious and arguable grounds that are
of real and significant interest to the parties" in filing an
appeal.
  
As a matter of practice, CCAA plans have for many years included
releases of third parties and have been both sanctioned and
upheld on appeal, the Asset Providers aver.  They note that court
approval of these plans could not have occurred if there was no
jurisdiction to do so because they were "illegal."

The Asset Providers assert that the Plan in its original form was
fair and reasonable and therefore, the Plan with certain excepted
claims, which provide an additional benefit to the Noteholders
with no additional "give" by them, is necessarily also fair and
reasonable.

B. Canadian Banks

Bank of Montreal, Canadian Imperial Bank of Commerce, Royal Bank
of Canada, The Bank of Nova Scotia and The Toronto-Dominion Bank
argue that issues raised by the Noteholders in their Appeal do
not justify interference with the Sanction Order.  The Canadian
Banks believe that:

   * Mr. Justice Campbell correctly found that a CCAA court has
     jurisdiction to approve a plan containing non-debtor
     releases; and

   * the Plan Releases were fair and reasonable.

The Canadian Banks believe that they, and the Asset Providers,
are not obliged to participate in the restructuring.  The
Canadian Bank nevertheless maintain that they are willing to do
so because the Plan is beneficial to all parties-in-interest and
the Canadian economy.

C. Ad Hoc Committees

The Ad Hoc Committee of Retail ABCP Holders represented by
Juroviesky and Ricci LLP and Shibley Righton LLP, and The Ad Hoc
Committee of Holders of Non-Bank Sponsored Asset-Backed
Commercial Paper represented by Miller Thomson LLP support the
Sanction Order and ask the Court to dismiss the Noteholder
Appeal.

The Ad Hoc Retail Committee notes that if the CCAA Plan was
rejected by the Court, then there is no reasonable prospect that
the Plan would be revised nor that another plan would be
forthcoming.  Hence, none of the retail holders of ABCP eligible
for the relief programs contemplated by Canaccord Capital
Corporation and Credential Securities Inc. -- the Canaccord
Relief Program and the Credential Relief Program -- would receive
payment.

Actions would be instituted by or on behalf of most noteholders,
including actions by or on behalf of the retail holders of ABCP
if there is no release contemplated by the Plan, the Ad Hoc
Retail Committee points out.

Retail holders who are opposed to the Plan and who genuinely feel
that they are being unfairly dealt with are in the profound
numeric minority, the Ad Hoc Retail Committee contends.

Meanwhile, the Ad Hoc Committee makes no independent submissions
on the issues and legal arguments on the Appeal but reiterates
that it supports the Plan.

D. 4446372 Canada and 6932819 Canada

4446372 Canada Inc. and 6932819 Canada Inc. ask the Court to
dismiss the Noteholder Appeal with costs.  

In response to statements made by certain Appellants particularly
Ivanhoe Mines, Substitute Trustees 6932819 and 4446372 relate
that they replaced certain issuer trustees on the Petition Date,
and assumed all of the obligations of the original Issuer
Trustees.  The Substitute Trustees clarify that there was no
prejudice to noteholders by the substitution.  The Substituted
Trustees state that they hold the same assets and have the same
limited recourse liability as the original Issuer Trustees held
prior to their substitution.

The substitution was implemented in accordance with applicable
law and the terms of the applicable declarations of trust, the
Substituted Trustees assert.  The purpose of the substitution,
they note, was to satisfy the technical requirement of the CCAA
that a "debtor company" not be a company to which the T&LCA
applies.  The substitution of Issuer Trustees was undertaken in
good faith and with the consent and cooperation of all necessary
parties, the Substituted Trustees maintain.

E. Indenture Trustees

Indenture Trustees CIBC Mellon Trust Company, Computershare Trust
Company of Canada and BNY Trust Company of Canada generally do
not take a position on the Appeal.  Rather, the Indenture
Trustees ask the Court to include them in the Release Parties.  
They reason that among other things, a restructuring that
involves the property of the trust necessitates that any
potential claims against the  Indenture Trustees be compromised
and released as part of the Plan so that the assets of the trusts
can be dealt with in the restructuring for the benefit of
Noteholders.

The Appellants, the Indenture Trustees note, have confirmed that
they have no basis for, or intention of asserting, a claim
against the Indenture Trustees.

              Air Transat Partially Abandons Appeal

Air Transat said in a company statement that it has entered into
an agreement with National Bank of Canada regarding the remaining
C$143.5 million of its funds blocked in asset-backed commercial
paper holdings.  Based on the agreement, NBC will provide Transat
3-year credit facilities for up to C$107.6 million, or 75% of the
nominal amount of Transat's ABCP holdings, through a mix of
limited recourse and full recourse credit facilities, renewable
annually at the discretion of NBC thereafter up to 4 times.

An aggregate amount of C$68.4 million of the credit facilities
are limited recourse to the ABCP, with the balance of the credit
facilities, namely C$39.2 million, being full recourse against
Transat, the company statement noted.

The agreement is subject to the definitive and final approval of
the restructuring plan of the ABCP market before the Courts and
its effectiveness and to the execution of a complete, final and
unconditional release in favour of NBC against any claim related
to the ABCP.  

By virtue of its agreement with NBC, Transat has deem to support
the restructuring plan of the ABCP market and to discontinue its
appeal of the judgment approving the restructuring plan.

The new Transat/NBC agreement is in addition to previous credit
facilities Transat put in place in November 2007 with NBC, which
include a five-year, C$150 million unsecured revolving credit
facility and a five-year C$60 million secured revolving letter of
credit facility.

As of April 30, 2008, Transat had cash and cash equivalents of
C$289.7 million, as well as C$196.4 million in trust or otherwise
reserved, excluding the funds blocked in ABCP holdings of $143.5
million.  In July 2008, Transat has written down 30.2% of its
remaining ABCP holdings.

"This agreement further enhances our financial flexibility," said
Francois Laurin, vice president and chief financial officer of
Transat.  "Transat holds or has access to sufficient available
cash to meet all of its financial, operational and regulatory
obligations."

                        About the ABCP Trusts

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.  

(Canadian ABCP Trusts Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


CARDIMA INC: Amends Fin. Reports to Adjust Debt Extinguishments
---------------------------------------------------------------
Cardima, Inc., filed with the U.S. Securities and Exchange
Commission an amendment to its annual report on Form 10KSB/A for
the year ended Dec. 31, 2007.
  
The company has restated its previously issued 2006 financial
statements for matters related to these previously reported items:

   -- accounting for debt modification;
   -- loss on debt extinguishments;
   -- accounting for warrant liabilities;
   -- convertible debentures;
   -- liability for excess shares over authorized share amount;
      and
   -- the related income tax effects.

The accompanying financial statements for 2006 and 2007 have been
restated to reflect the corrections.

The restated balance sheet as of Sept. 30, 2007, resulted in a
decrease in liabilities of $400,000, resulting from elimination of
the conversion liability originally recognized.  The adjustment in
Additional Paid-In-Capital and accumulated deficit are due to all
prior period adjustments.

On Nov. 16, 2007, in connection with the preparation of the
quarterly report on Form 10-QSB for the quarterly period ended
Sept 30, 2007, the company's board of directors determined that
its previously issued financial statements as of and for the
three-month period ended June 30, 2007, included in its Quarterly
Report on Form 10-QSB as filed with the Securities and Exchange
Commission on Aug. 30, 2007 (second quarter of 2007), should no
longer be relied upon as a result of incorrect accounting for
certain non-cash debt extinguishment.  This had the effect of
understating the company's Net Loss Attributable to Common
Stockholders by around $20,680,000 for the three months ended June
30, 2007.  

Originally, for the three and six months ended June 30, 2007, the
company had net income of $4,367,000 and net loss of $2,657,000,
respectively.  In the same period, the company had a restated net
loss of $16,312,000 and $26,162,000, respectively.

Additionally, the company determined that its previously issued
financial statements as of and for the three-month periods ended
March 31, 2006, June 30, 2006, Sept. 30, 2006, March 31, 2007,
Sept. 30, 2007, and the year ended Dec. 31, 2006, should no longer
be relied upon as a result of its determination that it had
incorrectly accounted for the non-cash extinguishments of debt and
commitment of unauthorized shares.

                       Going Concern Doubt     

In an updated letter dated July 9, 2008, PMB Helin Donovan raised
substantial doubt about the ability of Cardima, Inc., to continue
as a going concern after it audited the company's financial
statements for the year ended Dec. 31, 2007.  The auditor pointed
to the company's recurring losses from operations.

The company reported a net loss of $42,646,000 on net sales of
$1,157,000 for the year ended Dec. 31, 2007, as compared with a
restated net loss of $12,151,000 on restated net sales of
$1,541,000 in the prior year.

As of Dec 31, 2007, the company had cash on hand of $4,811,000,
short-term investments of $2,008,000, positive working capital of
$6,018,000, and an accumulated deficit of about $176,559,000.  The
company had a net loss of $42,646,000 and $12,151,000 for the
years ended Dec. 31, 2007, and 2006, respectively.  

In October 2007, the company reached an agreement with its major
creditor, APIX International, Ltd., to convert all outstanding
debt of $17,661,000 into equity, which resulted in APIX becoming
the majority stockholder of the company.  These matters, among
others, raise substantial doubt about the company's ability to
continue as a going concern.

                              Plans

To address these matters, the management intends to retain and
hire experienced management personnel with particular skills in
the development and sale of its products and services; develop new
markets and expand its sales efforts; and evaluate funding
strategies in the public and private markets.

Historically, the management has been able to raise additional
capital.  During December 2007, the company obtained equity
capital of $9,000,000 through the sale of common stock and
warrants.

                          Balance Sheet

At Dec. 31, 2007, the company's balance sheet showed $8,004,000 in
total assets, $1,623,000 in total liabilities, and $6,381,000 in
total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, showed
$7,581,000 in total current assets available to pay $1,563,000 in
total current liabilities.

A full-text copy of the company's restated 2007 annual report is
available for free at http://ResearchArchives.com/t/s?309f

                        About Cardima Inc.

Headquartered in Fremont, Calif., Cardima Inc. (OTCBB: CRDM) --
http://www.cardima.com/-- has developed the PATHFINDER(R) and  
REVELATION(R) Series of diagnostic catheters, the INTELLITEMP(R)
Energy Management Device, and the Surgical Ablation System.  The
REVELATION(R) Series of ablation catheters with the INTELLITEMP(R)
EP Energy Management Device was developed and marketed for the
treatment of atrial fibrillation after receiving CE mark approval
in Europe.  It is not currently available in the U.S.


CATHOLIC CHURCH: Davenport's Professionals Ask $2 Million in Fees
-----------------------------------------------------------------
Lane & Waterman LLP, the Diocese of Davenport's lead bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP, counsel for the
Official Committee of Unsecured Creditors; and Richard M.
Calkins, the Diocese's special arbitrator, separately ask the
U.S. Bankruptcy Court for the Southern District of Iowa to
approve their final fee applications for these specified periods:

Professional              Period          Total Fees   Expenses
------------              ------          ----------   --------
Pachulski Stang     12/01/07 - 06/09/08     $196,690    $26,916
Richard Calkins     02/14/08 - 06/09/08       36,525      4,470
Lane & Waterman     05/01/08 - 06/09/08       27,642         68

                Court Approves AlixPartners' Fees

Judge Lee Jackwig approved the request of AlixPartners, LLC,
financial advisors to the Diocese's Future Claims Representative,
for payment of $16,257 in fees, and reimbursement of $2,048 for
expenses for the period from April 1, 2008, through May 2, 2008.

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The Court approved on April 3, 2008, the Diocese of
Davenport's second amended disclosure statement explaining its
joint plan of reorganization.  The Committee is a proponent to the
plan, which was confirmed on April 30, 2008.  (Catholic Church
Bankruptcy News, Issue No. 129; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Four Insurers Demand Trial by Jury
---------------------------------------------------
Four insurer defendants responded to a complaint filed by The
Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic Bishop
of Northern Alaska, demanding, among other things, a trial by jury
of any and all issues of triable right by a jury.  They also said
they do not consent to Judge Donald MacDonald, IV, of the U.S.
Bankruptcy Court for the District of Alaska conducting a jury
trial in the proceeding.

                     Parties Answer Complaint

(A) Travelers Casualty and Surety Company

Travelers Casualty and Surety Company, formerly known as Aetna
Casualty and Surety Company, said that the U.S. Bankruptcy Court
for the District of Alaska lacks jurisdiction on the issues
brought before the Court by the Catholic Bishop of Northern
Alaska.  The Diocese of Fairbanks also sought a declaration
regarding issues that are not ripe for resolution and, therefore,
does not represent a justifiable case or controversy.

Travelers contended that (i) the Complaint fails to state a claim
upon which relief can be granted against Travelers, and (ii) each
of the Diocese's claims is barred and precluded by the provisions
and conditions of certain excess policy issued by Travelers to
the Diocese with an effective period of April 15, 1989, to
July 1, 1990.

(B) Alaska National Insurance Company

Alaska National Insurance Company admitted that a declaratory
judgment action between ANIC and the Diocese is one mechanism by
which the dispute between them regarding scope of insurance
coverage issues could be resolved.  ANIC contended, among other
reasons, that coverage under its policies is barred to the extent
that any conditions precedent and subsequent to the triggering of
liability or coverage have not been fulfilled.

(C) Catholic Mutual

The Catholic Mutual Relief Society of America and The Catholic
Relief Insurance Company of America told Judge MacDonald that the
Complaint is premature because it sought a declaratory judgment
with respect to their and the other Insurers' duty to indemnify.  

Catholic Mutual noted that indemnification may only arise, if at
all, in the event the Diocese, at some future date, becomes
legally obligated to make payment in connection with claims
advanced in the Diocese's clergy abuse cases.  Since that had not
yet occurred, and may never occur, the question of whether the
Insurers have a duty to indemnify does not present an actual
controversy that is ripe for adjudication.

Catholic Mutual also pointed out that its coverage certificates
provide for the payment of damages due to personal injury caused
by an occurrence, which is defined as an accident resulting in an
injury that is "neither expected nor intended" from the
standpoint of the Diocese.  Accordingly, Catholic Mutual said the
Complaint fails to state a cause of action for which relief may
be granted under the certificates to the extent the Diocese
cannot prove that the injuries suffered by the abuse cases'
claimants arose from acts of sexual misconduct that were not
expected or intended.

(D) Continental Insurance Company

Continental Insurance Company said that coverage is barred under
the policies it allegedly issued to the Diocese because the
Diocese cannot prove the existence and material terms of coverage
under those Alleged Policies.

If the Diocese is able to prove the Alleged Policies' existence,
Continental argues that coverage under them is barred to the
extent that any losses (i) were "known losses," "losses in
progress," or otherwise not fortuitous, and (ii) resulted from
intentional or willful acts of the insured.  Continental added
that coverage is also barred to the extent that the Diocese had
notice of conditions, events, or damages at issue in the
underlying actions, and failed to give timely notice in
accordance with the terms of the Alleged Policies.

              Travelers Wants to Withdraw Reference

Travelers asks Judge MacDonald to withdraw the automatic
reference of the adversary proceeding to the Bankruptcy Court
pursuant to Section 157(d) of the Judicial and Judiciary
Procedures Code, Rule 5011 of the Federal Rules of Bankruptcy
Procedure, and Rule 5011 of the Local Bankruptcy Rules for the
District of Alaska.

Clay A. Young, Esq., at Delaney Wiles, Inc., in Anchorage,
Alaska, related that the Diocese commenced the adversary
proceeding against Travelers, and the other Insurers to determine
the extent that claims brought against the Diocese alleging
sexual abuse are covered by insurance.

The adversary proceeding involves only insurance coverage issues
governed by Alaska law, which are clearly non-core matters under
Section 157(c)(1), Mr. Young contended.  He noted that bankruptcy
courts cannot enter final judgments in non-core matters, but may
only make reports and recommendations to the district court,
subject to de novo review.  He also related that a bankruptcy
court is prohibited from conducting a jury trial without the
express consent of all parties.  He said that the Insurers will
not consent to the administration of a jury trial in the
adversary proceeding in the Bankruptcy Court.

"Given that the bankruptcy court lacks power to enter a final
judgment and cannot conduct the jury trial demanded by Travelers,
it makes little sense to maintain the [adversary proceeding] in
the bankruptcy court," Mr. Young pointed out.  He added that
withdrawal of the reference will promote judicial economy,
facilitate an expeditious resolution of the coverage issues, and
will allow the Bankruptcy Court to focus on the other complex and
litigious issues arising from the Diocese's bankruptcy case.

The other Insurers join in and support Travelers' request to
withdraw reference.

               Travelers' Request Should Be Denied

Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson,
Arizona, asserts that the argument that the Insurers have the
right to trial before a jury is misleading because the adversary
case involves no factual disputes that would require resolution
by a fact finder -- judge or jury.  Instead, she says, the
disputes before the Bankruptcy Court concern a purely legal
question, which is contract interpretation under Alaska law.  She
insists that the Insurers fail to identify any factual disputes
requiring a fact finder.

The Insurers make another misleading argument about judicial
economy based on the alleged non-core nature of the proceeding
requiring de novo review by the District Court under Section
157(c), Ms. Boswell tells Judge MacDonald.  However, she notes,
the distinction between core and non-core proceedings is
irrelevant from a judicial economy perspective because legal
determinations are the subject of de novo review in both core and
non-core matters.

Ms. Boswell also asserts that judicial efficiency, avoidance of
undue delay and costs, uniformity of bankruptcy administration,
and the prevention of forum shopping all weigh in favor of the
Bankruptcy Court retaining jurisdiction of the adversary
proceeding at this time.

Hence, the Diocese said, Travelers' request to withdraw reference
should be denied, and the Bankruptcy Court should retain
jurisdiction to administer declaratory judgment in the adversary
proceeding in conjunction with the administration of the
bankruptcy estate.

                       Travelers Talk Back

Travelers argued that the Diocese's entire objection is founded
upon its "bald assertion" that the adversary proceeding does not
involve any "relevant unresolved or controversial facts."

Travelers noted that upon that foundation, the Diocese builds the
argument that distinctions between core and non-core proceedings
are rendered irrelevant.  However, Travelers insisted that the
foundation is not grounded in reality, and completely ignores the
affirmative defenses asserted by Travelers and the other Insurers
in their answers to the Complaint.

Travelers further argued that all of the legal questions raised
in the adversary proceeding are critically dependent on
unresolved factual issues, and the Insurers are entitled to have
a jury resolve them.

Unless the Diocese is willing to stipulate to facts that
substantiate the Insurers' affirmative defenses, material facts
remain unresolved, Travelers told Judge MacDonald.  Since the
objection is premised on the Diocese's baseless claim that there
are no unresolved facts, Travelers says that all of the Diocese's
arguments against withdrawal of the reference to the Bankruptcy
Court must fail, and be overruled.

Catholic Mutual joins Travelers in its reply to the Diocese's
objection.

                      Insurers' Disclosures

The Insurers disclosed with the Bankruptcy Court that:

   (1) The Travelers Companies, Inc., owns 100% of Travelers
       Property Casualty Corporation, which in turn, owns 100% of
       Travelers Insurance Group Holdings, Inc., which owns 100%
       of Travelers Casualty and Surety Company;

   (2) No publicly-held corporation owns 10% or more of the
       stocks of Alaska National Insurance Company;

   (3) The Catholic Mutual Relief Society of America owns a 100%
       equity interest in The Catholic Relief Insurance Company
       of America, and no entity directly or indirectly owns 10%
       or more of any class of equity interests in the Catholic
       Mutual Relief; and

   (4) Continental Insurance Company's stock is not publicly-
       traded, and is owned by Continental Casualty Company.
       Continental Casualty's common stock is owned by The
       Continental Corporation, both of which are not publicly-
       traded.  All of The Continental Corp.'s common stock is
       owned by CNA Financial Corporation, which has issued
       shares to the public.  Loews Corporation owns the majority
       of CNA Financial's stock, and is publicly-traded.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--    
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on Jan. 15, 2009.  (Catholic Church Bankruptcy News, Issue
No. 129; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATIA KUSTURIC: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Catia S. Kusturic
        8 Saxon Court
        Freehold, NJ 07728

Bankruptcy Case No.: 08-25217

Chapter 11 Petition Date: August 12, 2008

Court: District of New Jersey (Trenton)

Debtor's Counsel: Eugene D. Roth, Esq.
                   (erothesq@verizon.net)
                  Law Office of Eugene D. Roth
                  Valley Pk. East
                  2520 Hwy 35, Suite 303
                  Manasquan, NJ 08736
                  Tel: (732) 292-9288
                  Fax: (732) 292-9303

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/njb08-25217.pdf

                       
CAVALIER COACH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cavalier Coach RV, Inc.
        203 Finley Road
        Belle Vernon, PA 15012

Bankruptcy Case No.: 08-25203

Type of Business: The Debtor sells recreational vehicles.
                  See http://www.cavaliercoachrv.com/  

Chapter 11 Petition Date: August 7, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  Attorney at Law
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  Email: rol@lampllaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's list of 20 Largest Unsecured Creditors is
available at:

            http://bankrupt.com/misc/pawb08-25203.pdf


C-BASS ABS: S&P Downgrades Rating on Class M-5 Securities to CCC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-5 trust certificates from C-BASS ABS LLC Series 2005-B and
affirmed its rating on class M-4. Concurrently, S&P affirmed its
ratings on the class M-4 and M-5 trust certificates from C-BASS
ABS LLC Series 2005-C.

S&P downgraded class M-5 from series 2005-B to reflect projected
losses to the underlying classes due to delinquent loans in the
underlying transactions' delinquency pipelines. S&P affirmed its
ratings on class M-4 from series 2005-B and classes M-4 and M-5
from series 2005-C because adequate credit support is available to
these classes to protect them from projected losses to the
underlying classes.

As of the July 2008 distribution date, cumulative losses for
series 2005-B totaled approximately $1.33 million, or 6.59% of the
initial aggregate certificate balance. Cumulative losses for
series 2005-C totaled approximately $1.14 million, or 4.17% of the
initial aggregate certificate balance. The four classes had an
original total principal balance of approximately $17.76 million
and have a current balance of approximately $16.08 million.

The two C-BASS transactions are resecuritizations of certificates
from previously issued prime jumbo transactions. The trust
certificates from series 2005-B were originally collateralized by
21 classes from 15 underlying transactions, but due to payoffs,
they are currently collateralized by 14 classes from 10 underlying
transactions. The underlying transactions were issued by Credit
Suisse First Boston Mortgage Securities Corp., Countrywide Home
Loans, PNC Mortgage Securities Corp., and Residential Accredit
Loans Inc. in 1998 through 2003. The collateral for the underlying
transactions consists primarily of U.S. residential prime jumbo
first-lien mortgage loans. Subordination is the sole means of
credit support in the underlying transactions.

The trust certificates from series 2005-C were originally
collateralized by 30 classes from 30 underlying transactions, but
due to payoffs, they are currently collateralized by 28 classes
from 28 underlying transactions. The underlying transactions were
issued by Chase Mortgage Finance Corp., Countrywide Home Loans,
Residential Funding Corp., and Washington Mutual Bank in 2001
through 2003. The collateral for the underlying transactions
consists primarily of U.S. residential prime jumbo first-lien
mortgage loans. Subordination is the sole means of credit support
in the underlying transactions. S&P reviewed and updated the
ratings on each of the underlying transactions earlier this year.

RATING LOWERED

C-BASS ABS LLC Series 2005-B
Trust certificates series 2005-B
                                      Rating
Class                          To                From
M-5                            CCC               B

RATINGS AFFIRMED

C-BASS ABS LLC Series 2005-B
Trust certificates series 2005-B

Class                          Rating
M-4                            BB

C-BASS ABS LLC Series 2005-C
Trust certificates series 2005-C

Class                          Rating
M-4                            BB
M-5                            B

Analytic services provided by Standard & Poor's Ratings Services
(Ratings Services) are the result of separate activities designed
to preserve the independence and objectivity of ratings opinions.
The credit ratings and observations contained herein are solely
statements of opinion and not statements of fact or
recommendations to purchase, hold, or


CHINESEWORLDNET.COM INC: Chang Lee Expresses Going Concern Doubt
----------------------------------------------------------------
Chang Lee LLP in Vancouver, Canada, raised substantial doubt about
Chineseworldnet.com Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2007.  The auditor pointed to the company's
recurring losses since inception and its need for additional
financing for its intended business operations.

The company has recurring losses since its inception and requires
additional funds to maintain and expand its intended business
operations.  Management's plans in this regard are to raise debt
or equity financing as required, which the company has been able
to finance its operations through a series of equity and debt
financings.  From August to October 2007, the company received net
proceeds of $2,070,000 in connection with the private placement.  
In March 2007, the company issued a convertible debt in the amount
of $250,000 at an interest rate of 6%.  However, additional fund
is still required to fund its anticipated business expansion.

The company reported net income of $108,354 on total revenues of
$1,325,994 for the year ended Dec. 31, 2007, as compared with a
net loss of $209,883 on total revenues of $643,370 in the prior
year.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2,780,226 in total assets, $579,532 in total liabilities, and
$2,200,694 in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, showed
$2,717,227 in total current assets available to pay $373,870 in
total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?30a0

                    About Chineseworldnet.com

Based in Vancouver, B.C., ChineseWorldNet.com Inc. (OTCBB: CWNOF)
-- http://www.chineseworldnet.com/-- a financial Web-based portal  
that provides financial information and financial management tools
to the Chinese community in North America.  The company operates
chineseworldnet.com, a portal that provides financial news and
information on North American blue chip and large cap S&P 500
public companies listed or quoted on the New York Stock Exchange,
the American Exchange, NASDAQ, and Toronto Stock Exchange, as well
as Shanghai Stock Exchange and Shenzhen Stock Exchange, and
Taiwanese companies; markets news by an in-house editorial team,
with Hong Kong company; and markets news provided by its partners.  
It provides conference, organizing services through exhibition
booths and presentation sessions; and operates Rong Zhi Tong
Online, a platform that offers search functions, news update,
events announcement, and knowledge exchange to private and public
companies, investment bankers and research analysts, investor
relations and stockbrokers, lawyers, and accountants, as well as
professionals from exchanges and other sectors.  The company was
founded in 2000.


CHRYSLER LLC: To Implement Special Work Week on Three Facilities
----------------------------------------------------------------
Chrysler LLC is in discussions with the United Auto Workers union
on putting some plants on four-day, 10-hour work days in order to
cut costs, The Wall Street Journal reports.

WSJ, citing Chrysler spokesman Ed Saenz, says the decision to
permanently implement the special work week for the five assembly,
three engine and four component plants will be made within a few
weeks.

Chrysler, according to the report, is pressing on cost-cutting
measures to deal with a slumping U.S. market that is dragging down
revenue and intensifying costs.  Some businesses and governments
around the country are switching to the shortened work week to cut
energy costs, WSJ indicates.

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.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services said lowered its ratings on
Chrysler LLC, including the corporate credit rating, to 'CCC+'
from 'B-'.

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 market.


CHRYSLER LLC: Financial Unit Changes Top Management Line-Up
-----------------------------------------------------------
Chrysler Financial, the financing arm of Chrysler LLC, appointed
Thomas F. Gilman as vice chairman and chief executive and Darryl
R. Jackson as chief operating officer, The Wall Street Journal
reports.

As part of the executives revamp, Paul Knauss, president and CEO,
and William F. Jones Jr., chief operating officer, are retiring,
WSJ adds.

According to WSJ, the position of vice chairman and CEO is a
combination of the former roles of executive vice chairman and
president and CEO.  Mr. Gilman had been executive vice chairman,
WSJ notes.  WSJ says that in his new role, Mr. Gilman will set the
strategic direction and ensure that the company's performance is
in line with investors' expectation.

Mr. Jackson was previously the vice president-U.S. sales of
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.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services said lowered its ratings on
Chrysler LLC, including the corporate credit rating, to 'CCC+'
from 'B-'.

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 market.


CLARIENT INC: Secures $8 Million Financing with Gemino Healthcare
-----------------------------------------------------------------
Clarient Inc. completed a financing arrangement with Gemino
Healthcare Finance.  This new agreement consists of a senior
secured revolving credit facility pursuant to which Clarient may
borrow up to $8 million, subject to adjustment based on the amount
of Clarient's qualified accounts receivable and certain liquidity
factors.

"This financing is an important step in our capital structuring
process geared towards establishing a solid capital foundation to
support continued growth of our cancer services business," Ron
Andrews, Clarient's chief executive officer, said.  "We are
pleased to be able to partner with a company like Gemino, which
has a strong understanding of the healthcare industry."

Under the facility, Clarient has drawn proceeds of $5.0 million
based on its current qualified accounts receivable.  The initial
term of the facility runs through Jan. 31, 2009.  The facility may
be renewed for two additional one-year periods, subject to
satisfaction of certain conditions.  The proceeds will be used to
pay down borrowings under Clarient's mezzanine financing facility
with Safeguard Scientifics Inc.

"Clarient's success in cancer diagnostics has been through the
dedication and support of the experienced management team and
employees," Mike Gervais, Gemino Healthcare finance's chief
executive officer, said.  "We are excited to have closed this
transaction with Clarient, and we look forward to continuing to
provide them with the resources they need to achieve their goals."

                  About Gemino Healthcare Finance

Gemino Healthcare Finance -- http://www.gemino.com/-- provides  
senior loans to healthcare service providers throughout the U.S.,
with typical financing needs ranging from $1 million to more than
$15 million in the form of revolving lines of credit, secured-term
loans, unsecured-term loans and real-estate financing.  Gemino
provides financing to hospitals, skilled nursing homes, home care
and hospice agencies, imaging centers, surgical/outpatient
centers, distributors, transportation companies and others
involved in the delivery or support of healthcare services.

                       About Clarient Inc.

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

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

                       Going Concern Doubt

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

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

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


CMR MORTGAGE: Default Cues Auditor to Raise Going Concern Doubt
---------------------------------------------------------------
Perry-Smith LLP raised substantial doubt about the ability of CMR
Mortgage Fund II, LLC, which is managed by California Mortgage and
Realty, Inc., to continue as a going concern after auditing the
Fund's financial statements for the year ended
Dec. 31, 2007.  

The auditor reported that the Fund has experienced a significant
decrease in cash flows.  In addition, a number of the Fund's loans
are in default.  The Fund's illiquid position may prevent the Fund
from protecting its position with respect to the property securing
the defaulted loans.

                       Management Statement

Due to unprecedented dislocations in the real estate and capital
markets during 2007 and into 2008, the Fund has incurred a
significant reduction in loan payoffs and an increase in
delinquencies, non-performing loans and real estate owned,
resulting in a substantial reduction of cash flows.

The Fund has also pledged $48,000,000 of its loan portfolio as
security for a note payable to CMR Income Fund, LLC, a related
party.  The Fund is in technical default under this loan,
resulting in a technical default of Income Fund's note payable to
Wells Fargo Foothill.  The current outstanding principal and
accrued interest on the note payable to Income Fund is
$21,395,630.  Although the manager, California Mortgage and
Realty, Inc., is currently negotiating an extension or forbearance
agreement, the lender could at its sole option foreclose on this
loan and the underlying loans, which collateralize the debt.  The
Fund has available legal remedies and strategies, which the
Manager believes would prevent immediate loss of this collateral,
and which would permit time to refinance, restructure, or
otherwise work out the note and or foreclose and sell the property
collateralizing the note.  The Fund and the Manager consider their
working relationship with the lender to be good and expect a
collaborative resolution to be reached and accordingly have not
provided for any specific reserves on the loan as the estimated
fair value of the collateral exceeds the amounts represented by
both the senior and junior debt.

In March 2008, the Fund began making debt service payments on its
8.98% pro rata share of $55,000,000 of the senior debt, which
bears interest at a rate of 12%, and has the same collateral,
which securitizes a $2,920,000 subordinated loan made by the Fund
on the subject property for which the borrower defaulted on both
the senior and subordinate loans.  This caused a $44,000 increase
of monthly interest expense in order to fully maintain the
security interest of the Fund in the underlying collateral.  

Although the Fund has thus far made timely payments on this
encumbrance, the agreement to extend the term of the loan beyond
March 2009 is being negotiated.  If the property is not sold prior
to the termination of the extension agreement, the Fund might also
need to assume the debt service liability on a portion of the
$5,000,000 of other third party subordinate debt in order to
prevent foreclosure.

On April 9, 2008, the Manager, on behalf of the Fund and three
other Funds it services, foreclosed on 20 of 22 properties, which
comprised around $20,450,000, or 85% of the $24,300,000 total
collateral securitizing three junior loans to the Funds.  The
total amount of junior debt secured by these properties, including
principal, advances and accrued interest is nearly $21,858,000,
including around $11,113,000 owed to the Fund.  

The senior liens, which are held by outside third parties, total
around $7,809,000 and bear interest at an effective average
interest rate of around 8.0%.  In order to fully maintain its
junior lien security interests in these properties, the Funds will
be obligated to keep the senior liens current until it sells these
properties.  The pro rata share of this debt service will increase
monthly interest expense of the Fund by around $30,000 per month.  
The Manager anticipates that it will foreclose on the two
remaining properties in the third quarter of 2008.

While the Fund does continue to accrue and collect interest on a
portion of its loan portfolio, it does not have sufficient money
to fund its obligations or repay all the outstanding principal
balances of the outstanding senior debt as they become due, which
would allow the senior debt holders to foreclose on the underlying
collateral and effectively eliminate the Fund's equity therein.  
Additional sources of cash from real estate loan payoffs or loan
sales are required to continue operations beyond Dec. 31, 2008.

These events have raised substantial doubt about the Fund's
ability to continue as a going concern.

                          Management Strategy

The Fund is dependent on sales of foreclosed properties and
support from the Manager's Contribution Agreement to meet cash
needs and to continue operations.  The Manager initiated these
actions in response to unprecedented market conditions to conserve
cash and build cash reserves:
  
   -- Commencing in January 2008, monthly distributions were
      made equal to the amount of net income (as compared to
      the targeted return as was done in prior periods).
  
   -- On March 31, 2008, indefinitely suspended monthly cash
      distributions of net income and members' redemptions.
  
   -- On April 11, 2008, David Choo, the sole director of the
      Manager, executed a Contribution Agreement with the Fund
      and certain other entities that the Manager sponsors.  
      Mr. Choo agreed to sell or cause to be sold certain
      properties that he owns or controls and to contribute or
      advance $5.0 million to the Manager to be used to pay
      notes and other obligations of the Fund and certain other
      entities.  The agreement also commits Mr. Choo to fund
      the Manager's operating reserve of at least $1.5 million
      to be used solely for the Manager's operating costs and
      overhead.  The agreement further provides that until the
      maximum funding requirements detailed in the Contribution
      Agreement are satisfied, any net cash sales proceeds
      remaining be held by Mr. Choo or the Manager such that
      they remain available to the Manager, the Fund and certain
      entities as reasonably required to pay the Fund and
      certain entities' current operating expenses and otherwise
      remain solvent.
  
   -- The Manager is continuing a program begun in the third
      quarter of 2006 to pursue an assertive collection process,
      including timely filing of a notice of default (generally
      within two days after the second missed payment, or
      sooner), timely filing of notice of foreclosure sale
      (generally as soon as permitted by law or regulation),
      preparing in advance of the foreclosure sale to market
      aggressively the collateral or real estate taken back
      (including interviewing and retaining brokers) and filing
      legal claims against the borrower and guarantors.
  
   -- The Manager is negotiating with third-party, senior lien
      holders to forebear and reduce payments owing from the
      borrower.
  
   -- The Manager sold properties collateralizing the notes
      owing by the Manager to the Fund at a loss (borne by
      the Manager) to raise cash for the Fund.  These
      transactions closed on April 25, 2008, and July 1, 2008,
      and generated cash totaling $3.56 million for the Fund.

These actions, taken together, bolster the Fund's cash resources
and improve the likelihood of its continuing operations, including
its ability to meet the debt service on loans with senior liens,
through 2008.  

The Fund is dependent on the loan payoffs and sale of REO to
continue operations through 2008 into 2009 and beyond, including
eventual resumption of redemptions.  

The Manager has had certain of the collateral securing the Fund's
loans (with the consent and cooperation of the borrower) and most
of the Fund's REO listed with nationally recognized brokers with
strong presence in the applicable local markets and experience
with the collateral type (e.g., land held for residential
development in Hawaii or land held for commercial development in
Southern California).  

These brokers are diligent and committed to completing a
transaction, but caution against forecasting the timing and
pricing of a transaction in a historically low-volume market with
limited credit financing available.  

The dislocations and uncertainty in the capital and real estate
markets have created a challenging environment, which may continue
through 2008 into 2009 and may necessitate further liquidations of
assets at sub-optimum prices, particularly if conditions
deteriorate further.

                           Balance Sheet

The company posted net income of $4,772,795 on total revenues of
$13,646,530 for the year ended Dec. 31, 2007, as compared with net
income of $8,327,946 on total revenues of $13,167,429 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $116,379,416
in total assets, $28,671,689 in total liabilities, and $87,707,727
in total members' capital.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?30ac

                     Mortgage Loan Portfolio

As of Dec. 31, 2007, 10 of the Fund's 22 loans or interests in
portions of loans were secured by two or more properties on which
the Fund has liens of varying priorities ranging from first to
fourth position.  The other 12 loans were each secured by one
property on which the Fund has liens of varying priorities ranging
from first to second position.  

The Fund made 12 of the 22 loans, and 10 were made by other Funds
managed by California Mortgage before subsequently being purchased
by the Fund.  In addition, as a result of the sale of a loan in a
principal amount of $19.5 million to ING USA Annuity and Life
Insurance Company, the Fund is to receive monthly payments from
ING netting to 3% per annum of the loan principal, but only so
long as interest payments under the loan are made on a current
basis whether by the borrower, the Fund, the Manager, or other
Funds managed by the manager.  Through June 1, 2008, the Fund and
the Manager received all monthly payments from ING.  

As of June 1, 2008, the borrower's interest reserve, which
services the Fund's loan and the $19.5 million ING loan, had been
exhausted.  Unless interest is paid on a current basis by the
borrower, the Fund or other Funds managed by the Manager will have
to assume the debt service obligation on the $19.5 million ING
loan.

At Dec 31, 2007, the Fund had one loan in its loan portfolio, with
a principal balance of $48.0 million, on which the borrower was
not making payments, but payments were received from holders of a
loan secured by junior liens on the same properties.  This junior
loan is owned by other Funds managed by the Manager.  These
payments totaled around $2.6 million in 2007, and were made by CMR
Mortgage Fund III, a California limited liability company.  Fund
III stopped making payments on the loans as of the end of 2007 and
the Fund do not anticipate receiving further payments on this
loan.  The borrower has defaulted on a forbearance agreement put
in place on the loan, and the Fund has now initiated foreclosure
proceedings on the properties securing the loan.

At Dec 31, 2007, the Fund had three other loans in its loan
portfolio, with principal balances totaling $28.5 million (of
which $11.2 million was held by the Fund), which were secured by
junior liens subordinate to senior liens totaling $50.4 million on
which the borrowers are not making payments.  All of these senior
loans are owned by other Funds managed by the Manager or others
for which the Manager provides loan servicing.  

Until December 2007, the Fund had been advancing on a monthly
basis amounts necessary to cure monetary defaults on the senior
loans.  These payments totaled around $3.5 million in 2007.  In
2008, the Fund has paid $100,000 to Income Fund on one of the
loans, but the Fund does not anticipate advancing further money to
keep the senior loans current, as it has initiated foreclosure
actions on the properties securing the junior loans.  In April
2008, the Fund acquired 20 of the 22 properties securing one of
these loans through foreclosure.

                 Probability of Bankruptcy Filing

As of May 31, 2008, the Fund had a total of $24.1 million invested
in loans secured by junior liens.  These junior loans are
subordinate to defaulted senior loans totaling around $50.4
million on which the borrowers have stopped making their loan
payments.  In order to prevent the foreclosure of these senior
loans, through December 2007, the Fund was making monthly interest
payments of around $400,000 per month in order to keep the
defaulted senior loans current.

Since this comprises most of the Fund's monthly cash flow from all
sources, the Fund currently does not anticipate advancing further
money to keep senior loans current.  The Manager does not
presently have the cash resources to advance these sums on the
Fund's behalf.  The foreclosure of these senior loans would cause
the complete loss of the Fund's investments in these junior loans,
because the senior loan foreclosures would extinguish its junior
liens (which are the Fund's only collateral) and the borrowers are
not able to repay its loans from their own funds.

The Fund may file for protection under the U.S. Bankruptcy Code in
order to delay foreclosure by a senior lienholder and protect its
interest in a loan or a property.  However, there can be no
assurance that any such strategy would be successful.

                    About CMR Mortgage Fund II

CMR Mortgage Fund II, LLC, is a California limited liability
company formed on Sept. 5, 2003, for the purpose of making or
investing in business loans secured by deeds of trust or mortgages
on real properties located primarily in California.  The real
properties predominantly consist of land held by businesses or
individuals, or commercial buildings.  The land can be income-
producing  or may be held for commercial or residential
development.  Currently, most of the land securing the Fund's
loans are held for development or is in some stage of application
for development entitlements or building permits.  Its loans are
arranged and serviced by a managing company, California Mortgage
and Realty,Inc., a Delaware corporation, which is licensed as a
California real estate broker and a California finance lender.

               About California Mortgage and Realty

California Mortgage and Realty, Inc. -- http://www.cmrFund.com/--  
arranges short-term real estate loans funded by the lending
capital of the company and its private investment clients.  The
company provides investment with well-secured loan investment
opportunities that have generated an enviable track record over
the years of safety and consistently high yields.  The firm and
its principals have successfully underwritten and refinanced more
than $800 million in real estate mortgage loans during the past 10
years.


CMT AMERICA: Court Approves Young Conaway as Counsel
----------------------------------------------------
The Hon. Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware authorized CMT America
Corporation to employ Young Conaway Stargatt & Taylor, LLP as its
counsel.

Young Conaway is expected to:

   a) provide legal advice with respect to the Debtor's powers and
      duties as a debtor-in-possession in the continued operation
      of its business and management of its properties;

   b) prepare and pursue confirmation of a plan and approval of a
      disclosure statement;

   c) prepare on behalf of the Debtor necessary applications,
      motions, answers, orders, reports and other legal papers;

   d) appear in Court and to protect the interests of the Debtor
      before the Court; and

   e) perform all other legal services for the Debtor which may be
      necessary and proper in these proceedings;

The firm's professionals bills at:

      Professionals                   Hourly Rates
      -------------                   ------------
      James L. Patton, Esq.               $750
      Edmon L. Morton, Esq.               $430
      Kara Hammond Coyle, Esq.            $305
      Kenneth J. Enos, Esq.,              $290
      Michelle Smith                      $140

Edmon L. Morton, Esq., a partner at Young Conaway Stargatt &
Taylor, LLP, assures the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Mr. Morton can be reached at:

      Edmon L. Morton, Esq.
      Young Conaway Stargatt & Taylor LLP
      The Brandywine Building
      1000 West Street, 17th Floor
      Wilmington, Delaware 19801
      Tel: (302) 571-6600
      Fax: (302) 571-1253
      http://www.ycst.com/

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).  The Debtor selected Administar
Services Group LL as its claims agent.  The U.S. Trustee for
Region 2 has yet to appoint an Official Committee of Unsecured
Creditors.  When the Debtor filed for protection against its
creditors, it listed assets between $10 million and $50 million,
and debts between $10 million and $50 million.


CONSECO INC: Best Reviews Ratings on Planned Ownership Transfer
---------------------------------------------------------------
A.M. Best Co. has placed the financial strength ratings of
B+(Good) and issuer credit ratings of "bbb-" of Conseco, Inc.'s
(Carmel, IN) core insurance subsidiaries under review with
developing implications.  Additionally, A.M. Best has placed the
ICR and senior debt ratings of "bb-" of Conseco, as well as the
FSR of C++(Marginal) and ICR of "b" of Conseco Senior Health
Insurance Company (Bensalem, PA) under review with developing
implications.

These rating actions follow Conseco's recent announcement of its
intention to transfer ownership interest in CSHI to a newly-formed
independent Pennsylvania business trust, Senior Health Care
Oversight Trust.  CSHI houses the majority of Conseco's run-off
long-term care block.  Over the last decade, Conseco has supported
this underperforming block by contributing $915 million primarily
to strengthen claim reserves and maintain the minimum level of
regulatory capital.  This transaction, in its current form, would
effectively separate CSHI from Conseco; hence, Conseco would no
longer be obligated to fund future losses related to CSHI's run-
off LTC block.

CSHI will subsequently be renamed Senior Health Insurance Company
of Pennsylvania.  In addition to its current level of capital and
surplus (roughly $125 million), Senior Health will receive a final
contribution from Conseco of $175 million, comprising a five year
6% $125 million senior unsecured note and the balance in cash and
cash equivalents.  Senior Health will be run solely for the
benefit of its LTC policyholders, governed by the Trust, which
will operate as a non-profit entity.  The Trust and CSHI will be
overseen by five highly-qualified trustees and will remain under
the jurisdictional oversight of the Pennsylvania Insurance
Department.

A.M. Best notes that the transaction remains subject to regulatory
review and approval, including a public comment period; this
process is expected to be concluded by year end.  Due to the
uniqueness of the transaction structure as well as the inherent
execution risk involved, A.M. Best has placed the group's ratings
under review.  If the transaction closes with substantially
similar terms and structure as proposed, A.M. Best will consider
revising the rating outlook to stable.  However, absent
significantly improved operating results, failure to complete the
transaction could result in a downgrade to some, if not all, of
Conseco's ratings.

Post transaction, A.M. Best believes Conseco would likely benefit
from some enhanced financial flexibility as well as the ability to
focus management's time and efforts on developing strategies to
improve the organization's business profile and operating
performance of its core product lines.  However, A.M. Best notes
that the current projected debt-to-capital ratio at roughly 28% --
incorporating a $1.2 billion accounting charge related to the
transaction -- approaches the maximum permitted leverage per the
covenants in Conseco's existing credit facility.

The FSR of B+(Good) and ICRs of "bbb-" have been placed under
review with developing implications for the following core
insurance subsidiaries of Conseco, Inc.:

  --  Bankers Life and Casualty Company
  --  Colonial Penn Life Insurance Company
  --  Conseco Health Insurance Company
  --  Conseco Insurance Company
  --  Bankers Conseco Life Insurance Company
  --  Conseco Life Insurance Company
  --  Washington National Insurance Company

The FSR of C++ (Marginal) and ICR of "b" have been placed under
review with developing implications for Conseco Senior Health
Insurance Company.

This debt rating has been placed under review with developing
implications:

Conseco, Inc.:
  --  "bb-" on $300 million 3.5% senior unsecured convertible
      debentures, due 2035


CONSOL ENERGY: S&P Puts 'BB' Credit Rating on Watch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Pittsburgh-based Consol
Energy Inc. on CreditWatch with positive implications.

The CreditWatch listing reflects S&P's expectation that Consol's
operating results will improve in the near term given the
reopening of the Buchanan mine and improved pricing for its
Northern Appalachian coal. As a result, S&P expects the company's
financial profile will remain at a level S&P would consider to be
good for the current rating.

In resolving S&P's CreditWatch listing, S&P will meet with
management and review its expectations for operational trends and
financial strategies in the near to intermediate term. Outcomes
could include an affirmation of current ratings or an upgrade of
one notch.


CRIIMI MAE TRUST: S&P Cuts Ratings on Three Classes to CCC
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes from CRIIMI MAE Commercial Mortgage Trust series 1998-C1
and removed them from CreditWatch with negative implications.
Concurrently, S&P raised its ratings on two other classes and
removed them from CreditWatch with positive implications. Lastly,
S&P affirmed its ratings on four other classes and removed two of
them from CreditWatch negative.

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

According to the trustee report dated Aug. 1, 2008, the
transaction's current assets included 46 classes ($911.6 million,
95%) of CMBS pass-through certificates from 17 distinct
transactions issued between 1995 and 1998. Only Nomura Asset
Securities Corp.'s series 1998-D6 ($256.1 million, 27%) represents
an asset concentration of 10% or more of total assets. The current
assets also included class E from CRIIMI Mae Trust I's series
1996-C1 ($51.1 million, 5%), which is a CMBS resecuritization. The
aggregate principal balance of the assets and liabilities both
totaled $962.7 million, down from $1.772 billion at issuance. Of
the $809.5 million reduction in aggregate asset principal balance,
$346.9 million was due to principal losses realized on first-loss
CMBS assets, which currently represent $255.9 million (27%) of the
asset pool.

S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'B+' rated
obligations. Excluding first-loss assets, the current asset pool
exhibits credit characteristics consistent with 'BB' rated
obligations. Standard & Poor's rates $673.3 million (70%) of the
assets. S&P reanalyzed its outstanding credit estimates for the
remaining assets.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

CRIIMI MAE Commercial Mortgage Trust
Commercial mortgage bonds series 1998-C1

              Rating
Class    To           From
G        CCC          B+/Watch Neg
H-1      CCC-         CCC/Watch Neg
H-2      CCC-         CCC/Watch Neg

RATINGS RAISED AND REMOVED FROM CREDITWATCH POSITIVE

CRIIMI MAE Commercial Mortgage Trust
Commercial mortgage bonds series 1998-C1

              Rating
Class    To           From
D-1      BBB          BBB-/Watch Pos
D-2      BBB          BBB-/Watch Pos

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

CRIIMI MAE Commercial Mortgage Trust
Commercial mortgage bonds series 1998-C1

              Rating
Class    To           From
E        BB+          BB+/Watch Neg
F        BB           BB/Watch Neg

RATINGS AFFIRMED

CRIIMI MAE Commercial Mortgage Trust
Commercial mortgage bonds series 1998-C1

Class    Rating
B        AAA
C        AAA


CWCAPITAL COBALT: S&P Lowers Rating on Class K Securities to CCC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes from CWCapital COBALT Vr Ltd. and removed them from
CreditWatch with negative implications, where they were placed on
May 28, 2008. Concurrently, S&P affirmed the rating on class A-1
from this series.

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

According to the trustee report dated July 28, 2008, the
transaction's current assets included 235 classes ($2.613 billion,
77%) of CMBS pass-through certificates from 49 distinct
transactions issued between 2003 and 2007. None of the CMBS assets
represent an asset concentration of 10% or more of total assets.
The current assets also included these assets:

     -- Six classes ($406.6 million, 12%) from CRIIMI MAE
Commercial Mortgage Trust's series 1998-C1, which is a CMBS re-
REMIC transaction;

     -- The preferred share classes ($382.5 million, 11%) from
nine commercial real estate collateralized debt obligation (CRE
CDO) transactions; and

     -- Class E-2 ($6 million) from Fairfield Street Solar 2004-1
Ltd., which is a CRE CDO transaction.

The aggregate principal balance of the assets totaled $3.408
billion, down from $3.432 billion at issuance, while the aggregate
principal balance of the liabilities totaled $3.432 billion, which
is unchanged since issuance. The $23.4 million reduction in
aggregate the asset balance was due to principal losses realized
on first-loss CMBS assets, which currently represent $917.3
million (27%) of the asset pool.

S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'B-' rated
obligations. Excluding first-loss assets, the current asset pool
exhibits credit characteristics consistent with 'BB-' rated
obligations. Standard & Poor's rates $2.101 billion (62%) of the
assets. S&P reanalyzed its outstanding credit estimates for the
remaining assets.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

CWCapital COBALT Vr Ltd. Notes

             Rating
Class    To           From

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

RATING AFFIRMED

CWCapital COBALT Vr Ltd. Notes

Class    Rating
A-1      AAA


DAWAHARES LEXINGTON: Sells 3 CatBird Seat Locations to Alumni Hall
------------------------------------------------------------------
Alumni Hall Stores acquired three CatBird Seat locations in
Lexington and Louisville from Dawahare's of Lexington for
$296,000, Jim Jordan of Kentucky.com reported.

U.S. Bankruptcy Judge Joseph Scott approved the sale on Aug. 8,
Kentucky.com noted.  Alumni Hall, according to Kentucky.com, won
the right to buy the locations in an auction held Wednesday by
Dawahare's bankruptcy attorneys at the Lexington firm of Bunch &
Brock.

Kentucky.com, citing Alumni Hall's owner, Jeff Goodfriend, said
the company wants the stores open before the University of
Kentucky-University of Louisville football game on Aug. 31.

The report indicated that CatBird Seat stores are at Fayette Mall
in Lexington and Springhurst Towne Center and Mall St. Matthews in
Louisville and will have a total of 40 to 50 employees, depending
on the time of year.

With the former CatBird Seat stores, Alumni Hall will have 12
locations: four in Tennessee, three in Kentucky, two in North
Carolina and one each in Alabama, Georgia and Virginia,
Kentucky.com added.

On July 23, 2008, J.D. Williams of The Courier-Journal reported
that three Dawahares stores in Louisville sold off their inventory
at a 30% discount, and the chain expected the last of its stores
in the area to close by mid-September.

The Courier-Journal indicated that the initial plan to close a few
of the stores quickly shifted to a shutdown of the entire chain
because of its heavy debt and its failure to get financing to
continue operations.

                      About Alumni Hall Store

Alumni Hall Store -- http://www.alumnihall.com/-- sells  
collegiate licensed apparel.  The company offers fashion options
for women, luxury jeans and other fashion brands.  The company's
mission is to give fans, a new fashion-inspired way to look great
on game day or a night out with friends.

                   About Dawahare's of Lexington

Lexington, Kentucky-based Dawahare's of Lexington LLC, dba
Dawahares and Catbird Seat -- http://www.dawahares.com/--    
operates a chain of clothing stores in Kentucky, Tennessee, and
West Virginia.  The company filed for Chapter 11 bankruptcy
protection on May 30, 2008 (Bankr. E.D. Ky. Case No. 08-51381).  
Judge Joseph M. Scott, Jr., presides over the case.  Thomas Bunch,
II, Esq., and W. Thomas Bunch, Sr., Esq., at Bunch & Brock,
represent the Debtor in its restructuring efforts.  Jay Indyke,
Esq., at Cooley Godward Kronish LLP is counsel to The Official
Committee of Unsecured Creditors.  When the Debtor filed for
bankruptcy, it listed total assets of $10,023,124 and total debts
of $9,280,821.


DEAN HARDWOODS: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dean Hardwoods, Inc.
        P.O. Box 1595
        Wilmington, NC 28402-1595

Bankruptcy Case No.: 08-05404

Type of Business: The Debtor provides lumber, wood flooring,
                  and moldings services.
                  See http://www.deanwood.com/

Chapter 11 Petition Date: August 11, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

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

Total Assets: $5,537,913

Total Debts: $10,342,609

Debtor's list of its 19 largest unsecured creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Waccamaw Bank                                        $3,316,041
Attn: Manager or Agent
200 Smith Avenue
Shallotte, NC 28470

Gaintweb Trading Inc.                                  $603,872
114/03 Tambul Bankraknoi
Northaburi 11000
Thailand

Frank Miller Lumber Co.                                 $99,348
7725 Reliable Parkway
Chicago, IL 60686-0077

DLH Nordisk                                             $83,720

Tradelink Wood Products                                 $75,417

Maderera Subriana                                       $38,273

Taylor Lumber Co.                                       $33,236

Castlewood Corporation                                  $28,159

TCF Equipment Finance            Equipment Lease        $62,999
                                                       Secured:
                                                        $36,830

Gore & Assoc. Management                                $24,748

American Express                                        $18,310

Boehme-Madison Lumber                                   $18,156

Huntington National              Equipment Lease       $127,278
                                                       Secured:
                                                       $110,651

Intercontinental Hardwoods                              $16,182

Insular Lumber Sales                                    $12,776

Jerry G. Williams                                       $11,401

Ketcham Forest Products Inc.                             $9,856

Rountree, Losee & Baldwin                                $4,916

Source One, Inc.                                         $4,122


DELPHI CORP: June 30 Balance Sheet Upside-Down by $14.5 Billion
---------------------------------------------------------------
Delphi Corp. reported second quarter 2008 financial results with
revenues of $5.2 billion, and a net loss of $551 million.  The
Company also entered into an amendment of an existing agreement
with General Motors that is expected to further enhance Delphi's
liquidity position.

                Second Quarter 2008 Financial Results

     -- Revenue: Revenue for the quarter was $5.2 billion, down
        from $6.0 billion in the second quarter of 2007.  

        * Revenue decline was driven primarily by a 28 percent
          decrease in GM North America (GMNA) production volume,
          which included the impact of a work stoppage at a Tier  
          1 supplier to GMNA and Delphi's ongoing divestiture of
          non-core businesses that primarily supplied GMNA.  
          Sales to GMNA represented 19 percent of total Delphi
          revenue in the second quarter of 2008, down from 31
          percent in the second quarter of 2007.  Non-GM revenue
          was unchanged at $3.8 billion for the quarter,
          representing 72 percent of second quarter revenue,
          compared to 63 percent for the same period last year.

     -- Net Loss: Net loss for the quarter was $551 million, or
        $0.98 per share, improved from the second quarter 2007
        net loss of $821 million, or $1.46 per share.

        * The improvement in net loss was due to the absence of
          charges recorded in the second quarter of 2007 related
          to the Securities and ERISA multi-district litigation
          settlement and employee termination benefits and other
          exit costs primarily resulting from the exit of a
          manufacturing facility in Cadiz, Spain. Offsetting
          these items for the second quarter of 2008 were GMNA
          volume reductions, including the impact of the Tier 1
          supplier work stoppage, a goodwill impairment charge
          and the loss on extinguishment of debt resulting from
          the refinancing of the Company's DIP Credit Facility
          through the end of 2008.

       Parties Reach Accord to Amend GM-Delphi Agreement

As part of Delphi's ongoing discussions with key stakeholders
regarding potential modifications to the Company's amended Plan of
Reorganization (POR), GM has agreed, subject to Court approval, to
amend its Agreement from earlier this year to increase by
$300 million, to a total of $950 million, the amount of advances
GM will provide against amounts to be paid to Delphi by GM
following the effectiveness of the GM Settlement Agreement and
Master Restructuring Agreement. The additional $300 million of
advances is conditioned upon Delphi filing modifications to its
POR by October 31, 2008.

Additional information concerning Delphi's second quarter 2008
results is available through the Investor Relations page of
Delphi's website at http://www.delphi.comand in Delphi's second  
quarter Form 10-Q, filed with the Securities and Exchange
Commission.

A full-text copy of Delphi's Form 10-Q report for the fourth
quarter and fiscal year ended December 31, 2007, filed with the
U.S. Securities and Exchange Commission is available for free at:

               http://ResearchArchives.com/t/s?30bd

                   Delphi Corporation, et al.
               Unaudited Consolidated Balance Sheet
                       As of June 30, 2008
                          (In Millions)

                              ASSETS

Current assets:
   Cash and cash equivalents                             $1,054
   Restricted cash                                          121
   Accounts receivable, net:
      General Motors and affiliates                       1,108
      Other customers                                     3,024
   Inventories, net                                       1,737
   Other current assets                                     677
   Assets held for sale                                     711
                                                       --------
      TOTAL CURRENT ASSETS                                8,432

Long-term assets:
   Property, net                                          3,811
   Investment in affiliates                                 386
   Goodwill                                                 256
   Other                                                    784
                                                       --------
      TOTAL LONG-TERM ASSETS                              5,237
                                                       --------
TOTAL ASSETS                                            $13,669
                                                       ========

               LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Short-term debt                                       $4,421
   Accounts payable                                       2,951
   Accrued liabilities                                    2,343
   Liabilities held for sale                                451
                                                       --------
   TOTAL CURRENT LIABILITIES                             10,166

Long-term liabilities:
   Other long-term debt                                      59
   Employee benefit plan obligations                        475
   Other                                                  1,160
                                                       --------
   TOTAL LONG-TERM LIABILITIES                            1,694

Liabilities subject to compromise                        16,244
                                                       --------
   TOTAL LIABILITIES                                    $28,104
                                                       --------

Minority interest                                          $145
Stockholders' deficit:
   Common stock                                               6
   Additional paid-in capital                             2,747
   Accumulated deficit                                  (16,241)
   Employee benefit plan                                 (1,702)
   Other                                                    616
   Accumulated other comprehensive loss                  (1,086)
   Treasury stock, at cost (3.2 million shares)              (6)
                                                       --------
   TOTAL STOCKHOLDERS' DEFICIT                          (14,580)
                                                       --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT             $13,669
                                                       ========


                    Delphi Corporation, et al.
          Unaudited Consolidated Statement of Operations
                 Six Months Ended June 30, 2008
                          (In Millions)

Net sales:
   General Motors and affiliates                         $3,124
   Other customers                                        7,362
                                                       --------
Total net sales                                          10,486
                                                       --------
Operating expenses:
   Cost of sales                                          9,718
   U.S. employee workforce transition program charges        54
   Depreciation and amortization                            429
   Long-lived asset impairment charges                        8
   Goodwill impairment charges                              168
   Selling, general and administrative                      741
                                                       --------
Total operating expenses                                 11,118
                                                       --------
Operating loss                                             (632)

Interest expense                                           (219)
Loss on extinguishment of debt                              (49)
Other (expense) income, net                                  23
Reorganization items                                       (138)
Loss from continuing operations
before minority interest and equity income               (1,015)
Income tax benefit (expense)                                (73)
Loss from continuing operations before                        -
  minority interest and equity income                    (1,088)
  Minority interest, net of tax                              23
  Equity income, net of tax                                  22
Loss from continuing operations                          (1,089)
Loss from discontinued operations, net of tax               (51)
                                                       --------
NET LOSS                                                ($1,140)
                                                       ========


                    Delphi Corporation, et al.
          Unaudited Consolidated Statement of Cash Flows
                 Six Months Ended June 30, 2008
                          (In Millions)

Cash flows from operating activities:
   Net loss                                             ($1,140)
   Adjustments to reconcile net loss
    to net cash provided by operating activities:             -
    Depreciation and amortization                           429
    Long-lived asset impairment charges                       8
    Goodwill impairment charges                             168
    Deferred income taxes                                   (10)
    Pension and other postretirement benefit expenses       375
    Equity income                                           (22)
    Reorganization items                                    138
    U.S. employee workforce transition program charges       54
    Loss on extinguishment of debt                           49
    Loss on asset held for sale                              32
    Changes in operating assets and liabilities:              -
    Accounts receivable, net                               (376)
    Inventories, net                                         36
    Other assets                                             36
    Accounts payable                                        151
    Employee and product line obligations                     -
    Accrued and other long-term liabilities                  53
    Other, net                                              (42)
   U.S. employee workforce transition program payments     (100)
   Pension contributions                                   (310)
   Other postretirement benefit payments                   (131)
   (Payments) receipts for reorganization items             (55)
   Dividends from equity investments                         10
   Discontinued operations                                   48
                                                       --------
Net cash used in operating activities                      (599)

Cash flows from investing activities:
   Capital expenditures                                    (414)
   Proceeds from sale of property                            47
   Cost of acquisitions, net of cash acquired               (15)
   Proceeds from sale of non-U.S. trade bank notes          117
   Proceeds from divestitures                               121
   Increase in restricted cash                               52
   Other, net                                                (6)
   Discontinued operations                                  (99)
                                                       --------
Net cash used in investing activities                      (197)

Cash flows from financing activities:
   Proceeds from refinanced DIP facility                  3,158
   Repayments of borrowings from refinanced DIP facility (2,746)
   Net proceeds from term loan facility                       -
Net borrowings under amended and restated
   DIP facility                                             311
   (Repayments) proceeds under cash overdraft                 -
   Net borrowings (repayments) under other debt pacts        29
   Dividend payments                                          -
   Dividend payments of consolidated affiliates to
    minority shareholders                                   (23)
   Other, net                                                 -
   Discontinued operations                                   17
                                                       --------
Net cash used in financing activities                       746
                                                       --------
Effect of exchange rate fluctuations on
cash & cash equivalents                                     68
Decrease in cash and cash equivalents                        18
Cash and cash equivalents at beginning of period          1,036
                                                       --------
Cash and cash equivalents at end of period               $1,054
                                                       ========

                   Delphi Reports Narrower Loss

Various reports note that Delphi reported a narrower net loss of
$551,000,000, or 98 cents a share for the second quarter of 2008,
compared with a year-earlier net loss of $821,000,000, or $1.46 a
share.  The Wall Street Journal said Delphi's second quarter net
loss narrowed as smaller charges more than offset a sharp drop in
business from its primary customer General Motors Corp.

"Given how bad GM's results were, it could have been a lot
worse," said Kirk Ludtke, an analyst at CRT Capital Group LLC,
according to a report by Bloomberg news.  "Delphi's European
operations are doing well," he said.

Delphi said that its gross margin improved to 7.9% in the second
quarter of 2008, compared to 5.8% during the year-ago period due
to improvements in its operational performance and these factors:

   -- $149,000,000 decrease in costs in employee termination
      benefits and other exit costs, primarily due to costs
      recorded during 2007 related to the exit of a manufacturing
      facility in Cadiz, Spain;

   -- $101,000,000 decrease in warranty costs, primarily due to a
      $91,000,000 increase to warranty reserves recorded in the
      six months ended June 30, 2007 in the Powertrain Systems
      and Electronics and Safety segments related to the warranty
      settlement agreement with GM; and

   -- $25,000,000 decrease in costs related to incentive
      compensation plans for executives and U.S. salaried
      employees.

According to Delphi, offsetting the increases were an approximate
28% reduction in production of GM vehicles in North America,
including the negative impact of the work stoppages, the impact
of certain plant closures and divestitures in its Automotive
Holdings Group segment, and recent consumer trends and market
conditions.

              Delphi Mulling Amendments to GM Deal

Delphi said in its Form 10-Q submitted to the Securities and
Exchange Commission that it and GM are are considering potential
amendments to the global settlement and restructuring agreements,
would cause the agreements or certain portions of the agreements
to become effective prior to substantial consummation of a plan
of reorganization.  

Those portions include the transfer of certain assets and
liabilities of Delphi's Hourly-Rate Employees Pension Plan to the
GM Hourly-Rate Employees Pension Plan, as set forth in the U.S.
labor union settlement agreements, thereby facilitating
completion of the transfer in an economically efficient manner
prior to September 30, 2008.

            Delphi Sees Decreases in Revenues for 2008

Delphi reported total net sales of $5,234,000,000 for the three
months ended June 30, 2008, compared with $6,000,000,000 during
the same period last year.

According to Delphi, total sales to GM decreased $764,000,000 to
28% of total sales, primarily due to decreases in GM North
America volume of 28% and contractual price reductions.

Approximately $428,000,000 of the GMNA sales decrease is due to
the work stoppages.  Additionally, primarily as a result of
portfolio transformation related to non-core businesses and
recent consumer trends and market conditions, during the three
months ended June 30, 2008, Delphi's GMNA content per vehicle was
$1,184, 27% lower than the $1,620 content per vehicle for the
same period in 2007, and GM sales were also decreased by the
impact of certain plant closures and divestitures in Delphi's AHG
segment.

According to Delphi, the decrease to GM sales was offset slightly
due to favorable fluctuations in foreign currency exchange rates,
primarily driven by the Euro, Brazilian Real, Polish Zloty,
Hungarian Forint and Chinese Renminbi as well as increases in
volume of GM sales in international locations.

Delphi said that sales to non-GM customers for the three months
ended June 30, 2008 were flat compared to 2007 but increased to
72% of total sales, primarily due to the decrease in GM sales.

Delphi said that in light of the current economic climate in the
global automotive industry, it anticipates continued operating
challenges due to lower North American production volumes,
related pricing pressures stemming from increasingly competitive
markets, and continued commodity price increases.   As a result,
Delphi expects 2008 revenue will be significantly lower as
compared to 2007, reflecting lower GM revenues, primarily as a
result of lower forecast production volumes in North America as
well as continued divestitures by Delphi of non-core operations,
and flat to moderate growth in sales to other customers.

       Credit Markets Constraints Delaying Ch. 11 Emergence

Delphi said that constraints in the credit markets continue to
impede its ability to obtain financing at reasonable rates and
furthers the delay in our emergence from Chapter 11.  This,
according to Delphi, has made it particularly vulnerable to
changes in the overall economic climate.

Delphi says that it if it is not able to emerge from Chapter 11
prior to December 31, 2008, it would seek to further extend the
term of its $4,350,000,000 DIP Credit Facility and seek
alternative sources of financing.

                         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 $11,446,000,000
in total assets and $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 $2,550,000,000 in equity financing to Delphi.

(Delphi Bankruptcy News, Issue No. 141; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DELTA AIR: Pilots Ratify Joint Collective Bargaining Agreement
--------------------------------------------------------------
The Delta and Northwest pilots, both represented by the Air Line
Pilots Association, Int'l, ratified a Joint Collective Bargaining
Agreement, the agreement reached between Delta Air Lines and the
Delta and Northwest union leadership in June.  The voting closed
this afternoon with 82.17% of eligible Delta pilots casting a
ballot. Of those, 61.74% voted "in favor" of the new agreement.
The Northwest pilots ratified the same agreement with 80.87% of
eligible Northwest pilots casting a ballot with 86.76% voting "in
favor" of the agreement.  With ratification by both pilot groups,
the JCBA will become effective when the merger between Delta and
Northwest closes which could occur before year's end.

Delta MEC Chairman, Captain Lee Moak, stated, "The ratification of
the Joint Collective Bargaining Agreement represents the
culmination of many months of effort by everyone involved.  This
historic milestone marks the first time that a labor agreement has
been reached in advance of the close of an airline merger.  It is
far superior to the traditional well-worn labor role in that all
pilots will receive financial returns from day one for the value
we provide to the merger.  We look forward to participating in
Delta's future growth and success as our nation's first
truly global airline."

Captain Dave Stevens, Northwest MEC Chairman, said "This momentous
vote broke the traditional merger paradigm.  Because the pilot
groups of Northwest and Delta were willing to make an affirmative
decision, we will have a joint contract that becomes effective on
the date of corporate closing, a seniority list process that
provides a method to achieve a fair and equitable list and two
pilot groups that will be unified to face the challenges ahead."

Captain Stevens said, "The pilots' precedent setting contributions
will allow the merged company to take advantage of all the
efficiencies as soon as possible and begin marketing the first
global airline to our customers and Wall Street."

Both pilot groups will continue to focus on the process of
integrating the seniority lists.  In June, the two MECs signed a
Seniority List Integration Process Agreement.  This agreement
allows the MECs to shape the procedural elements leading to
seniority list integration.  The agreement calls for negotiations
and if necessary, a period of arbitration before a panel of three
neutral arbitrators with a written decision to be issued no later
than Nov. 20, 2008.  Captain Moak added, "We believe that the best
seniority list solution is one that is resolved through
negotiations—by pilots working with pilots.  While we have
confidence in the arbitration process, we will remain open to a
negotiated solution of a fair and equitable single seniority
list."

Founded in 1931, ALPA represents 55,000 pilots at 40 airlines in
the U.S. and Canada. ALPA represents approximately 7,000 active
DAL pilots and 5,100 active NWA pilots.

ALPA on the net: http://www.alpa.org/
Delta pilots' on the net: http://www.deltapilots.org/
NWA ALPA on the net: http://www.nwaalpa.org/

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--        
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at  
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy  
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

(Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.      

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE: DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DELTA AIR: Lobbying Costs $1,800,000 in Second Quarter
------------------------------------------------------
Delta Air Lines, Inc., spent almost $1,800,000 in lobbying costs
during the second quarter of 2008, according to a disclosure
form, says The Associated Press.

According to the report, Delta has lobbied for, among other
things, (i) issues on air carrier passengers and appropriations
for the Federal Aviation Administration, (ii) a bill to promote
coal-to-liquid fuel activities, farm bill, and a legislation to
eliminate manipulation of energy markets, (iii) oil speculation
regulation, (iv) aviation security issues and physical screening
standards at airports, and (v) airline mergers and similar
issues.

Delta has presented the issues to Congress, Department of
Homeland Security, and the Federal Aviation Administration, says
the AP.

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE: DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News, Issue No. 105; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DIEBOLD INCORPORATED: Review of Accounting Items Nears Completion
-----------------------------------------------------------------
Diebold Incorporated disclosed that the internal review of
accounting items by the company and its audit committee is
expected to be completed upon filing of the company's restated
financial statements, which is anticipated to occur in September.  
The company stated that the financial statements for the quarters
ended June 30, 2007, Sept. 30, 2007, March 31, 2008, and June 30,
2008, and the year ended Dec. 31, 2007, are subject to change to
reflect any necessary corrections or adjustments, or changes in
accounting estimates.

On February 6, the company, in consultation with their outside
advisors, has concluded its review of the impact on revenue from
its change in revenue recognition method for 2006 and 2007.  
Diebold has been in discussions with the Office of the Chief
Accountant of the SEC with regard to its practice of recognizing
certain revenue on a 'bill and hold' basis in its North America
business segment.  As a result of these discussions, the company
determined that its previous, long-standing method of accounting
for bill and hold transactions was in error and that it would
discontinue the use of bill and hold as a method of revenue
recognition in its North America and International businesses.  

For revenue recognized on a bill and hold basis, the company
recognized revenue upon customer acceptance of products at a
customer location.  Within the North America business segment,
when Diebold is contractually responsible for installation,
customer acceptance will be upon completion of the installation of
all of the items at a job site and Diebold's demonstration that
the items are in operable condition.   In those instances when the
company is not contractually responsible for the installation, the
company will continue to recognize revenue upon shipment of the
products to a customer location.

Diebold's corrected method of recognizing revenue will be adopted
retroactively by restating previously issued financial statements
and comes after an in-depth analysis and review with its
independent registered public accounting firm, KPMG LLP, the
company's audit committee of its Board of Directors and the OCA of
the SEC.  As previously disclosed, the company's management has
concluded that its financial statements these periods must no
longer be relied upon.

The company stated that after the completion of the review of
accounting items, but prior to filing its restated financial
statements, Diebold will provide preliminary financial results for
the second, third and fourth quarters of 2007.  The company will
then file the necessary restated financial statements soon as
practical, including its 2007 annual report on Form 10-K.  While
the restated financial statements will address the issues
identified in the review, the investigations by the SEC and U.S.
Department of Justice remain ongoing and there can be no assurance
that the results of these investigations will not impact reported
financial statements.

            Preliminary Second Quarter Financial Results

Diebold Incorporated reported preliminary net income of
$25.6 million, for the second quarter ended June 30, 2008.  This
compares to preliminary net income of $26.9 million from the
second quarter of 2007.  The six month year-to-date preliminary
net income was $37.5 million.  This compares to preliminary net
income of $32.1 million from the prior period in 2007.

Included in the 2008 and 2007 results were restructuring charges
related to the severance and reorganization costs from the
previously disclosed reduction in the company's workforce and the
closure and sale of the manufacturing plant in Cassis, France.  
Also included were non-routine expenses associated primarily with
the internal review of other accounting items, the ongoing
Securities and Exchange Commission and U.S. Department of Justice
investigations and other advisory fees.

The company's net debt was $372.9 million at June 30, 2008,
compared to $338.1 million at June 30, 2007, an increase of
$34.8 million over the last 12 months.  Net cash provided by
operating activities decreased $54.1 million, moving from $53.9
million of cash provided by operating activities in the six months
ended June 30, 2007 to $0.2 million of cash used in the six months
ended June 30, 2008.  The reason for this decrease was due to
higher accounts receivable and inventory levels well as increased
cash spend for non-routine expenses.   

Inventory turns moved from 3.8 turns at June 30, 2007, to
3.7 turns at June 30, 2008, as the company increased inventory
levels in anticipation of third quarter revenue volume.  As a
result of the change in net cash provided by operating activities,
free cash flow decreased by $51.3 million, moving from $29.8
million at June 30, 2007 to a free cash use of $21.5 million at
June 30, 2008.

The company incurred second quarter 2008 restructuring charges
totaling $12.3 million.  These charges were related to severance
costs from the ongoing reduction in the company's workforce, which
is on track to be completed by the end of 2008.  Actual cash
payments related to restructuring in the second quarter 2008 were
approximately $9 million.  

                     Cost-reduction initiatives

Diebold remains on track to achieve its three-year $100 million
cost-reduction target by the end of 2008, and has committed to
eliminate an additional $100 million of expense from its ongoing
annual cost structure in the future.  Diebold executed a series of
additional cost-reduction actions in 2008 and beyond.  These
actions include:

   -- additional strategic manufacturing realignment;
   -- further consolidating the company's supply chain and
      distribution network; and
   -- initiating a product rationalization/simplification program
      to improve margins, reduce the cash conversion cycle and
      improve inventory turnover.

Diebold is shutting down a 100-employee Newark plant early next
year and shifting the work to a North Carolina facility, Business
First of Columbus reported.

The company said that work has continued on the company's
strategic manufacturing realignment plan to reduce its four-plant
worldwide Opteva production footprint down to two primary plants.  
While Diebold is still finalizing its plans, it has given notice
to its employees and the collective bargaining unit representing
its Newark, Ohio-area manufacturing facility that the company
intends to close this operation and move all of its production to
Diebold's plant in Lexington, North Carolina.  

Most of Lexington's Opteva ATM production lines will be moved to
existing plants in China and Hungary.  The Newark facility  
employs approximately 100 workers and produces physical security
equipment.  The company anticipates the product transition and
employee reductions to begin in October 2008, and that the Newark-
area facility will be closed in the first quarter of 2009.  The
job eliminations associated with this planned closing will be
included in the workforce reduction target disclosed on Feb. 6,
2008.

Business First of Columbus also related that the move comes as
Diebold works to wrap a three-year cost-reduction plan that is
expected to cut $100 million in costs by the end of the year.  
Diebold earlier this year had said that in addition to its cost-
cutting plan, it would eliminate about 800 jobs by the end of
2008, the report indicated.

The company employs more than 15,000 worldwide, the report added.

In anticipation of the reduction in manufacturing capacity, the
company said, it will continue to maintain higher levels of
inventory in the near term to ensure a smooth transition and meet
customer delivery times.  Further details regarding the company's
manufacturing realignment efforts and other affected facilities
will be provided as actions progress.

Also, Diebold has progressed in its work with Menlo Worldwide
Logistics to rationalize and optimize its warehouse network in the
United States.  Diebold is in the midst of reducing its U.S.
warehouse infrastructure from 89 facilities down to three
strategically located regional distribution and final
customization facilities.  This process, which the company
anticipates will be completed by the end of the third quarter, is
aimed at reducing customer lead times while simultaneously
reducing required inventory levels.

In conjunction with these actions, well as the disclosed 5%
workforce reduction and exiting unprofitable business segments in
certain geographies, the company believes it has a solid basis to
eliminate an additional $100 million in cost, with approximately
$70 million being eliminated by the middle of 2010.

                    About Diebold Incorporated

Headquartered in North Canton, Ohio, Diebold Incorporated (NYSE:
DBD) -- http://www.diebold.com/-- is engaged in the sale,  
manufacture, installation and service of automated self-service
transaction systems, electronic and physical security products,
election systems and software.  The company specializes in
technology that people worldwide can use to access services when,
where and how they may choose.  Diebold's segments comprise its
three main sales channels: Diebold North America, Diebold
International, and Election Systems and Other.


DYNAFLAIR CORPORATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Dynaflair Corporation
        8147 Eagle Palm Drive
        Riverview, FL 33579

Bankruptcy Case No.: 12128

Debtor-affiliate filing separate Chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Dynaflair Corporation Canada, Inc.         08-12129

Type of Business: The Debtor designs and develops sliding closures   
                  and grilles.

Chapter 11 Petition Date: August 12, 2008

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek

Debtor's Counsel: Adam L Alpert
                  (aalpert@bushross.com)
                  Bush Ross, P.A.
                  Post Office Box 3913
                  Tampa, FL 33601-3913
                  Telephone (813) 224-9255
                  Fax (813) 223-9620

Estimated Assets: $1,000,001 to $10 million

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

A list of the debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb08-12128

A list of the debtor-affiliate's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb08-12129


EBS LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: EBS, LLC
        dba Evans Building Supply
        203 North Ussery Street
        Dothan, AL 36303

Bankruptcy Case No.: 08-11233

Type of Business: The Debtor sells building supplies.

Chapter 11 Petition Date: August 8, 2008

Court: Middle District of Alabama (Dothan)

Judge: William R. Sawyer

Debtor's Counsel: Cameron-RRL A. Metcalf, Esq.
                  Espy,Metcalf & Poston, PC
                  P.O. Drawer 6504
                  Dothan, AL 36302
                  Tel: (334) 793-6288
                  Email: cam@emppc.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's list 20 Largest Unsecured Creditors is
available at:

            http://bankrupt.com/misc/almb08-11233.pdf


EGPI FIRECREEK: Donahue Associates Expresses Going Concern Doubt
----------------------------------------------------------------
Donahue Associates, LLC, in Monmouth Beach, N.J., raised
substantial doubt about the ability of EGPI Firecreek, Inc.,
formerly known as Energy Producers, Inc., to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditor pointed
to the company's recurring losses and negative cash flows from
operations.

The company reported a net loss of $1,474,050 on gross revenues
from sales of $451,514 for the year ended Dec. 31, 2007, as
compared with a net loss of $4,350,702 on gross revenues from
sales of $146,831 in the prior year.

During the years ended Dec. 31, 2007, and Dec. 31, 2006, the
company generated no material revenues and has relied on
borrowings and the issuance of common and preferred stock to raise
money for its business operations and plans.  This situation
raises doubt on the company's ability to continue as a going
concern, management said.

With regard to this matter, management intends to:

   -- raise interim and long term finance in addition to its
      present equity line to assist expansion-development and
      acquisition programs for oil and gas, corporate
      operations, and for the purpose of building on the current
      revenue base;

   -- obtain asset-based project finance or develop joint
      ventures to fund work programs for oil and gas projects
      domestically and overseas;

   -- pursue formation of strategic alliances with more firmly
      established peer groups to assist acquisition activities;
      and

   -- initiate search for experienced oil and gas personnel to
      add to its staff.

At Dec. 31, 2007, the company's balance sheet showed $4,833,885 in
total assets and $8,617,922 in total liabilities, resulting in a
$3,784,037 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $2,099,821 in total current assets
available to pay $5,619,459 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?309e

                       About EGPI Firecreek

Based in Scottsdale, Ariz., EGPI Firecreek Inc. (OTC BB: EFCR)
-- http://egpifirecreek.net/-- is currently focused on oil and  
gas activities in these areas: i) development of its domestic
interests acquired in Wyoming in late 2005 for production of
primarily natural gas, and Texas for production of oil, and ii) to
a lesser extent, pursuit of, and potential completion of, projects
overseas in Central Asian and European countries.


EMTA HOLDINGS: Semple Marchal Expresses Going Concern Doubt
-----------------------------------------------------------
Phoenix-based Semple, Marchal & Cooper, LLP, raised substantial
doubt about EMTA Holdings, Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended March 31, 2008.  The auditor pointed to the company's
significant operating losses and negative working capital.

The company reported a net loss of $2,450,084 on net sales of
$2,769,949 for the year ended March 31, 2008, as compared with a
net loss of $17,056,043 on net sales of $1,053,767 in the prior
year.

The company has negative working capital, has incurred operating
losses and requires additional capital to fund development
activities, meet its obligations and maintain its operations.  
These conditions raise doubt about the company's ability to
continue as a going concern.  The company completed a private
offering of its restricted common stock in April 2008 with the
sale of 10,206,000 shares, with net proceeds to the company of
$1,211,962.  Of this amount, $1,015,312 was received in the fourth
quarter of 2008 and is included in the company's financial
statements.

The company is in negotiations to obtain additional necessary
capital to complete its regulatory approvals, expand production
and sales and generally meet its business objectives.  

The company forecasts that the equity obtained and additional
borrowing capacity will provide sufficient funds to complete its
primary development activities and achieve profitable operations.

At March 31, 2008, the company's balance sheet showed $4,031,740
in total assets and $7,763,639 in total liabilities, resulting in
a $3,731,899 stockholders' deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $1,608,811 in total current assets
available to pay $4,526,126 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?30a5

                       About EMTA Holdings

Headquartered in Scottsdale, Ariz., EMTA Holdings Inc. (OTC BB:
EMHD) -- http://www.emtacorp.com/-- is a holding company  
currently engaged in providing innovative solutions to conserve
energy usage, particularly for petroleum-based fuels.


ENCAP GOLF: Panel Refutes Wachovia's Claim of "Bad Faith" Filing
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of EnCap Golf Holdings LLC and NJM Capital LLC told the
United States Bankruptcy Court for the District of New Jersey that
Wachovia Bank, N.A., failed to support its request to convert the
Debtors' chapter 11 case to a chapter 7 liquidation proceeding or
dismiss.

The Committee said that Wachovia has failed to establish that the
case should be dismissed or stay relief should be granted for bad
faith.  According to the Committee, Wachovia contends that the
Debors petitions were filed in bad faith based upon a number of
assertions, none of which support a finding of dismissal.  
Wachovia's motion failed to consider the totality of the
circumstances at issue, the multiplicity of stakeholders, the
ultimate consequences should the Debtors' property lay vacant and
without remediation, and how bankruptcy may and should afford the
Debtors the breathing spell required to resolve one of the most
complex, public or private interest bankruptcy proceedings ever
filed in the Court.

The Committee also said that Wachovia failed to establish the
existence of cause to dismiss, pursuant to Seciton 1112(b)(4) of
the U.S. Bankruptcy Code.  Wachovia sought to dismiss the case for
cause and asked for relief from the automatic stay upon a showing
of substantial or continuing loss to or diminution of the estate
and absence of a reasonable likelihood of rehabilitation.  Both
tests, the Committee said, must be satisfied in order for cause to
exist to dismiss the case.

Further, the Committee said that Wachovia failed to establish that
the automatic stay should be terminated to permit the conclusion
of a foreclosure action based upon lack of adequate protection.  
Critically, the Committee reasoned that Wachovia's motion failed
to address the value of the underlying collateral -- comprised of
both real property, the $42 million held as collateral and other
rights.  Upon information and belief, the Committee asserted that
Wachovia has not less than two appraisals, one from 2005, when it
issued a letter of credit, and one in 2007, both of which Wachovia
refused to produce to the parties.  The bank's witness, Patrick
McGovern has refused to produce them despite written demands and
requests, the Committee said.  However, the Committee pointed that
Wachovia admitted that an "equity cushion" exists sufficient to
provide it with adequate protection.

Wachovia asserted that it is owed about $155,000,000.  Based upon
Wachovia's admissions, the "as-is value" of the property as of
Feb. 25, 2005, is $196,250,000, and the prospective value upon
completion of remediation and site improvements is $342,000,000.  
Wachovia's risk report concludes that the loan to value is 74%,
evidencing a 26% equity cushion.  In addition, Wachovia asserted a
lien on a $42,100,000 held by the Bank of New York and $5,400,000
to $5,800,000 held by Lexington Series B Bonds.  Thus in
aggregate, Wachovia's alleged $155,000,000 claim is secured by
$196,250,000 in real estate, $42,100,000 in funds held by BoNY and  
$5,800,000 in funds held by Lexington, a total of about
$243,500,000 in collateral.

The Committee said that Wachovia failed to establish that the
remaining proceeds are not property of the estate and that the
automatic stay should be terminated to permit Wachovia to pursue
its rights to the remaining proceeds.  The Committee asserted that
the remaining proceeds are property of the estate.  The Committee
added none of the prong of Section 362(d)(2) of the Bankruptcy
Code, that provides for relief from stay, has been met.

                        Debtors' Response

The Debtors maintained that their chapter 11 petitions were not
filed in bad faith.  Wachovia, according to the Debtors, has
attempted to overshadow the real intent of their bankruptcy filing
with misplaced emphasis on negligible bad faith factors.  
Wachovia's misguided and misplaced assertions ignore the very
important fact that the Debtors filed for bankruptcy protection
with the legitimate purpose of preserving a development agreement,
facilitating completion of the project, and maximizing value for
their creditors.

Cause does not exist to dismiss the cases pursuant to Section
1112(b)(4)(A): (a) the absence of any likelihood EnCap can
reorganize and (b) the substantial or continuing diminution of the
Debtors' estates.  The Debtors reasoned that they have engaged in
continuous and productive discussions with various stakeholders,
as well as potential successors to EnCap of the rights afforded
under the development agreement.

The Debtors said that Wachovia's motion for relief from stay to
proceed with the foreclosure action must be denied.  The Debtors
said that contrary to Wachovia's contention that it is not
adequately protected, the site is being adequately maintained and
the value of the site is not diminishing.

                      Wachovia's Allegations

The Troubled Company Reporter related on June 19, 2008, that Mark
A. Slama, Esq., at Windels Marx Lane & Mittendorf, said the
Debtors' Chapter 11 voluntary petitions were filed in "Bad
Faith."

Wachovia Bank, as agent for a group of financial institutions,
said that it holds the first mortgage of the Debtors' real
property in Bergen County in New Jersey securing its claims
against the Debtors for at least $155,000,000.

The Debtors have mismanaged the landfill project located in the
Meadowlands in New Jersey, Mr. Slama asserted.  About a year ago,
the Debtors revealed to their stakeholders that they have incurred
at least $75,000,000 in cost overruns on the projects which was
originally projected would cost roughly $113 million to complete,
he added.

As the Debtors failed to cure the defaults, Wachovia Bank
commenced on Jan. 3, 2008, a foreclosure action before the New
Jersey Superior Court against the Debtors' real property but the
foreclosure was stayed -- including NJM Capital's attempt to
terminate EnCap's rights to develop the project -- when the
Debtors filed for bankruptcy on May 8, 2008.

Mr. Slama related that the Debtors have no working capital and,
above all, the possibility of obtaining additional financing from
lenders to finance and complete the project is impossible.

                         About EnCap Golf

Headquartered in East Rutherford, New Jersey, EnCap Golf
Holdings, LLC, a subsidiary of Cherokee Investment Partners of
North Carolina, develops closed landfills and other brownfield
properties into golf courses.

The company and its affiliate, NJM Capital LLC, filed for Chapter
11 protection on May 8, 2008 (Bankr. D. N.J. Lead Case No.08-
18581).  Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman
& Leonard, P.A., in Hackensack, New Jersey, represents the
Debtors.  The U.S. Trustee for Region 3 appointed five creditors
to serve on an Official Committee of Unsecured Creditors.  
Greenberg Traurig LLP represents the Committee in this case.  The
Debtors' schedules disclose total assets of $70,056,038 and total
liabilities of $458,587,968.


ENCAP GOLF: Committee May Engage Greenberg Traurig as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of EnCap Golf  
Holdings LLC and NJM Capital LLC obtained permission from the
United States Bankruptcy Court for the District of New Jersey to
retain Greenberg Traurig LLP as its counsel.

Greenberg Traurig will, among others, provide legal advice with
respect to the Committee's rights, powers, and duties in the case.

The firm will bill at these hourly rates:

   Professional                    Rate
   ------------                    ----
   Louis T. DeLucia, Esq.          $525
   Dianne Coady Fisher, Esq.       $500
   Robert Dubbelde, Esq.           $425
   Stephen C. Jones, Esq.          $555
   Alyson M. Fiedler, Esq.         $400
   Manuel Rodgriguez               $195
   Mary Bishop                     $190

   Shareholders                 $235 - $750
   Associates                   $130 - $480
   Legal Assistants/Paralegals   $65 - $230

The Committee assured the Court that the firm does not hold or
represent any adverse interest.

The United States Trustee and Alan F. Kaufman, Esq., at Lum,
Drasco & Positan, LLC, on behalf of MACTEC Development Corp., have
filed limited objections to the Committee's motion to engage
Greenberg Traurig as its counsel.

                         About EnCap Golf

Headquartered in East Rutherford, New Jersey, EnCap Golf
Holdings, LLC, a subsidiary of Cherokee Investment Partners of
North Carolina, develops closed landfills and other brownfield
properties into golf courses.

The company and its affiliate, NJM Capital LLC, filed for Chapter
11 protection on May 8, 2008 (Bankr. D. N.J. Lead Case No.08-
18581).  Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman
& Leonard, P.A., in Hackensack, New Jersey, represents the
Debtors.  The U.S. Trustee for Region 3 appointed five creditors
to serve on an Official Committee of Unsecured Creditors.  
Greenberg Traurig LLP represents the Committee in this case.  The
Debtors' schedules disclose total assets of $70,056,038 and total
liabilities of $458,587,968.


ENCAP GOLF: Gets Approval to Hire Traxi LLC as Financial Advisor
----------------------------------------------------------------
EnCap Golf Holdings LLC and NJM Capital LLC obtained authority
from the United States Bankruptcy Court for the District of New
Jersey to employ Traxi LLC as financial advisor.

The Troubled Company Reporter said on May 28, 2008, that the
Debtors propose to retain the firm with respect to (i) a sale
or restructuring of the Debtors' assets through a sale or a
Chapter 11 plan of reorganization, (ii) a refinancing of the
Debtors' debt obligations, and (iii) general financial advisory
services related to the Debtors' Chapter 11 cases.

Specifically, the firm will act as the primary contact for all
suitors interested in acquiring the Debtors' assets and analyze
and make recommendations to the Debtors with respect to any such
offers from suitors, among others.

The Debtors agreed to pay the firm:

   a) a $100,000 retainer fee, which is an equity contribution by
      Cherokee Investment Partners II LP to NJM Capital, payable
      upon execution of this agreement;

   b) a refinancing fee equal to 1.5% of the debt financing
      secured by the Debtors; and

   c) a transaction fee equal to 2% of the enterprise value of the
      deal.

If agreement is terminated by the Debtors, the firm will pay any
portion of the retainer not used.

Perry M. Mandrino, a senior managing director of the firm, assured
the Court that the firm does not hold any interest adverse to the
Debtors' estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                         About EnCap Golf

Headquartered in East Rutherford, New Jersey, EnCap Golf
Holdings, LLC, a subsidiary of Cherokee Investment Partners of
North Carolina, develops closed landfills and other brownfield
properties into golf courses.

The company and its affiliate, NJM Capital LLC, filed for Chapter
11 protection on May 8, 2008 (Bankr. D. N.J. Lead Case No.08-
18581).  Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman
& Leonard, P.A., in Hackensack, New Jersey, represents the
Debtors.  The U.S. Trustee for Region 3 appointed five creditors
to serve on an Official Committee of Unsecured Creditors.  
Greenberg Traurig LLP represents the Committee in this case.  The
Debtors' schedules disclose total assets of $70,056,038 and total
liabilities of $458,587,968.


ENCAP GOLF: Committee May Engage J.H. Cohn as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of EnCap Golf  
Holdings LLC and NJM Capital LLC obtained permission from the
United States Bankruptcy Court for the District of New Jersey to
retain J.H. Cohn LLP as its financial advisor.

The Troubled Company Reporter said on June 19, 2008, that as the
Committee's financial advisor, J.H. Cohn will, among others,
review and evaluate key motions to identify strategic case  
issues and alternative approaches.

The firm's professionals will bill for accounting and financial
advisory services at:

      Designations                  Hourly Rates
      ------------                  ------------
      Senior Partners/Partners        $515-$650
      Director/Senior Manager         $430-$500
      Other Professionals Staff       $170-$425
      Paraprofessional                $115-$155

Clifford A. Zucker, a partner of the firm, assures the Court that  
the firm does not hold any interest adverse to the Debtors' estate  
and is a "disinterested person" as defined in Section 101(14) of  
the Bankruptcy Code.

Rodman E. Honecker, Esq., on behalf of Wachovia Bank, National
Association, had filed a limited objection to the Committee's
motion to engage J.H. Cohn as its financial advisor.

                         About EnCap Golf

Headquartered in East Rutherford, New Jersey, EnCap Golf
Holdings, LLC, a subsidiary of Cherokee Investment Partners of
North Carolina, develops closed landfills and other brownfield
properties into golf courses.

The company and its affiliate, NJM Capital LLC, filed for Chapter
11 protection on May 8, 2008 (Bankr. D. N.J. Lead Case No.08-
18581).  Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman
& Leonard, P.A., in Hackensack, New Jersey, represents the
Debtors.  The U.S. Trustee for Region 3 appointed five creditors
to serve on an Official Committee of Unsecured Creditors.  
Greenberg Traurig LLP represents the Committee in this case.  The
Debtors' schedules disclose total assets of $70,056,038 and total
liabilities of $458,587,968.


EPICEPT CORP: Nasdaq Panel Grants Continued Listing Request
-----------------------------------------------------------
EpiCept Corporation, received a letter, on August 6, 2008, from
the Nasdaq Office of the General Counsel stating that the Nasdaq
Hearings Panel had granted the company's request for continued
listing on The Nasdaq Stock Market, subject to the company's
ability to

     (i) maintain a market value of listed securities above
         $35 million for ten (10) consecutive trading days, on or
         before August 29, 2008,

     (ii) comply with the requirement to maintain a minimum bid
         price of $1.00 per share by October 13, 2008 and

    (iii) comply with all requirements for continued listing on
         The Nasdaq Stock Market.  

In the event the company is unable to meet these conditions, its
securities may be delisted from The Nasdaq Stock Market.  The
market value of the company's listed securities has exceeded
$35 million for the five trading days ending August 7, 2008.

Nasdaq Listing Qualifications Department notified in April 2008
that the company was not in compliance with certain continued
listing requirements because:

     (i) the market value of the Company's listed securities fell
         below $35 million for ten consecutive business days
         (pursuant to Rule 4310(c)(3)(B) of the Nasdaq Marketplace
         Rules), and

     (ii) the bid price of the company's common stock closed below
         the minimum $1.00 per share requirement for 30
         consecutive business days (pursuant to Marketplace Rule
         4310(c)(4)).

On May 7, 2008, the company was notified by the Nasdaq Listing
Qualifications Department that it had not regained compliance with
the continued listing requirements of The Nasdaq Capital Market
and that the company's securities were subject to delisting from
The Nasdaq Capital Market.  

On May 14, 2008, the company requested a hearing to review this
determination, which was held on June 12, 2008.  The letter
received on August 6, 2008 was the hearing determination.

                     About EpiCept Corporation

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

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

                       Going Concern Doubt

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

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


FORD MOTOR: Drop in Demand of V-8 Engines Cues 300 Workers Layoff
-----------------------------------------------------------------
The Associated Press related that Ford Motor Co. is laying off
300 workers at its Romeo Engine Plant due to a drop in demand for
its V-8 engines.

AP, citing spokeswoman Angie Kozleski, says the personnel furlough
began Monday and will continue indefinitely.  Employees were
informed of the job cut several weeks ago and they will be offered
buyouts, AP indicated.

The plant employs 1,075 people, including 950 hourly manufacturing
workers.  The plant makes Ford's 4.6-liter and 5.4-liter V-8
engines for trucks and large sedans.

Ford, according to AP, saw an 18% decline in its truck and sport
utility vehicle sales in the first seven months of this year as
consumers shifted to smaller vehicles with more fuel-efficient
four-cylinder engines.

                      About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                             *     *     *

As reported by the Troubled Company Reporter on Aug 05, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Ford
Motor Company and Ford Motor Credit Company LLC to 'B-' from 'B'.  
The Rating Outlook remains Negative.  The downgrade reflects
these:

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

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

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


FORD MOTOR: Lending Unit Cuts Vehicles for Hire, Fears More Losses
------------------------------------------------------------------
Ford Motor Co. disclosed that its lending arm is substantially
reducing the number of vehicles it will lease, and expressed
concern that if market conditions continue to deteriorate, further
losses could place Ford Credit's lending plan at further risk, The
Wall Street Journal reports.

WSJ, citing Ford, says that the decline in auction values, along
with the difficult credit market situation, has made leasing
vehicles less economical than in the past.  Ford, according to
WSJ, states that, if the auction values for used vehicles continue
to weaken, there could be increased risk to the lending arm's
funding plan.

The Journal says that the company has traditionally leased many of
its SUVs and crossover vehicles, but a lower percentage of its
pickup trucks.

The decision came a week after Ford officials said that the
percentage of their leased vehicles had dropped from 18% for the
first half of the year to below 13% in July, WSJ points out.  

That figure, the company states, is expected to continue declining
below 13%, how long the slide will continue and where they see it
bottoming out.

The report indicates that Ford wrote down $2.1 billion in pretax
profits as a result of unprofitable leases in the second quarter.

Ford, like General Motors Corp., Chrysler LLC and Toyota Motor
Corp., is trying to move away from the vehicle lease practice, WSJ
relates.

                      About Ford Motor Co

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2008,
Fitch Ratings has downgraded the Issuer Default Rating of Ford
Motor Company and Ford Motor Credit Company LLC to 'B-' from 'B'.  
The Rating Outlook remains Negative.  The downgrade reflects
these: (i) the further deterioration in Ford's U.S. sales as a
result of economic conditions, an adverse product mix and the most
recent jump in gas prices; (ii) portfolio deterioration at Ford
Credit and heightened concern regarding economic access to capital
to support financing requirements; and (iii) escalating commodity
costs that will remain a significant offset to cost reduction
efforts.


FRANK JONES: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Frank R Jones
        dba Harbour Point Marina
        aka Frank Jones
        aka Randy Jones
        Martha K Jones
        aka Kathryn M Jones
        aka M Kathryn Jones
        aka Martha Jones
        aka Katye Jones
        802 Signal Mountain Blvd. #107
        Signal Mountain, TN 37377

Bankruptcy Case No.: 08-33425

Chapter 11 Petition Date: August 8, 2008

Court: Eastern District of Tennessee (Knoxville)

Judge: Honorable Richard Stair Jr.

Debtor's Counsel: F. Scott Milligan
                  (fsm@littleandmilligan.com)
                  Little & Milligan, PLLC
                  Suite 130, Regency Business Park
                  900 East Hill Avenue
                  Knoxville, TN 37915
                  Telephone (865) 522-3311

Estimated Assets: $1,000,001 to $10 million

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

A copy of Debtors' petition and its 21 largest unsecured creditors
is available for free at http://bankrupt.com/misc/tneb08-33425


FV-UNION: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: F.V. - Union Centre Shoppes, L.L.C.
        5908 East Red Bird Road
        Scottsdale, AZ 85262

Bankruptcy Case No.: 08-10380

Chapter 11 Petition Date: August 12, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: Daniel E. Garrison, Esq.
                  Shugart Thomson & Kilroy
                  3636 North Central Avenue, Suite 1200
                  Phoenix, AZ 85012
                  Tel: (602) 650-2085
                  Fax: (602) 296-0138

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

List of Largest Unsecured Creditors:

   Creditor                          Claim Amount
   --------                          ------------
   EJK Development, Inc.                  $63,549

   Michael A. Scott, Inc.                $11,887

   Frost Brown Todd                       $1,840


GENERAL MOTORS: Implements Stern Procedures on Health Care Policy
-----------------------------------------------------------------
General Motors Corp., in an effort to cut about $5 billion-a-year
in health-care costs, is cracking down on workers who are
collecting medical benefits for which they aren't eligible, The
Wall Street Journal reports.

The auto maker, according to WSJ, says that 67,000 hourly workers
have until August 20 to voluntarily remove unqualified dependents
from their health policies.  After that, employees must prove that
covered family members are eligible, WSJ adds.

WSJ points out that GM spends $4.6 billion on health care and it
wants to make sure only the eligible employees are receiving the
health care benefit.

According to WSJ, workers may be forced to reimburse the company,
if GM discovered that it paid for health expenses it shouldn't
have.  A GM spokeswoman said that GM has audited its health-care
rolls before, but the new effort is more extensive than in years
past, WSJ indicates.

WSJ, citing Paul Fronstin, director of health research and
educational programs for the Employee Benefit Research Institute
in Washington, D.C., says health plan audits like the one GM is
conducting are becoming increasingly common as employers look to
offset soaring medical expenses.

Trimming ineligible dependents from health plans can reduce
medical costs by 2% to 5%, WSJ says according HRAdvance, a Dallas
human-resources company that conducts audits for employers.

GM last year spent $1.3 billion on health-care benefits for active
hourly and salaried workers, WSJ adds.

                     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.


GREENMAN TECH: June 30 Balance Sheet Upside-Down by $5,874,701
--------------------------------------------------------------
GreenMan Technologies, Inc. disclosed Tuesday results for the
three and nine months ended June 30, 2008.

At June 30, 2008, the company's consolidated balance sheet showed
$17,923,874 in total assets and $23,798,575 in total liabilities,
resulting in a $5,874,701 stockholders' deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $6,623,658 in total current assets
available to pay $18,822,943 million in total current liabilities.

Net income for the three months ended June 30, 2008, was
$2,992,450 million as compared to net income of $313,435 for the
three months ended June 30, 2007.

Net sales for the three months ended June 30, 2008, increased
$2,237,292 or 42 percent to $7,557,561 as compared to net sales of
$5,320,269 for the quarter ended June 30, 2007.  The increase is
primarily attributable to a 25 percent increase in overall tire
derived end product revenues during the three months ended
June 30, 2008 and a 15 percent increase in scrap tire volume.  The
remaining increase in revenue was attributable to the inclusion of
approximately $886,000 of revenue associated with Welch Products
Inc., the company's newly acquired subsidiary.  

The results for the three months ended June 30, 2007, included
approximately $54,000 of revenue and 39,000 passenger tire
equivalents associated with an Iowa scrap tire cleanup project
which was completed during that quarter.

Gross profit for the three months ended June 30, 2008 was
$2,514,560 or 33 percent of net sales, compared to $1,742,556 or
33 percent of net sales for the three months ended June 30, 2007.

Selling, general and administrative expenses for the three months
ended June 30, 2008, increased $433,196 to $1,377,737 or 18
percent of net sales, compared to $944,541 or 18 percent of net
sales for the three months ended June 30, 2007.  

Interest and financing expense for the three months ended June 30,
2008, decreased $62,409 to $497,293, compared to $559,702 during
the three months ended June 30, 2007.  The decrease was primarily
due to reduced interest rates and outstanding principal.

The company's income from continuing operations after income taxes
increased $419,768 or 198 percent to $631,520 for the three months
ended June 30, 2008, as compared to $211,752 for the three months
ended June 30, 2007.

During the three months ended June 30, 2008, the company
recognized income from discontinued operations of $2,360,930  
associated with a one time, non-cash gain resulting from the de-
consolidation of the company's inactive Georgia subsidiary which
filed Chapter 7 bankruptcy during the quarter.  During the quarter
ended June 30, 2007, the company reached agreements with several
Georgia vendors regarding remaining past due amounts resulting in
$101,683 of income from discontinued operations.

Lyle Jensen, GreenMan's president and chief executive officer,
stated, "We are very pleased with the June quarterly results of
both business segments and the resulting 42% increase in overall
revenue and almost tripling of income from continuing operations
after taxes to $632,000.  We believe the tripling of income from
continuing operations over 2007's third quarter reaffirms the
success of our turnaround.  

"Tire recycling revenue was up over 25% compared to a year ago due
to a 25% increase in overall tire derived end product revenues and
a 15% increase in scrap tire volumes.  Our recently acquired
molded recycled rubber products business segment enjoyed a 46%
increase in revenue for the June quarter compared to the March
quarter and as of the nine months ended June 30, 2008, have
surpassed their total revenue for the pro-forma previous fiscal
year.  We are well positioned to take advantage of continued
strong demand for our end products as we enter the seasonally
strong fourth quarter."

Mr. Jensen further stated, "Our focus during the past two years on
quality of revenue, earnings and cash flow has created significant
internal value that is not easily recognized due to the historical
debt on our balance sheet.  The good news is that this phenomenal
turnaround of the income statement will allow GreenMan to be in a
better position to address our remaining balance sheet issues in
the upcoming quarters."

                       Nine Months Results

Net sales for the nine months ended June 30, 2008, increased
$4,038,863 or 30 percent to $17,710,424 as compared to the net
sales of $13,671,561for the nine months ended June 30, 2007.  The
increase is primarily attributable to a 26 percent increase in
overall tire derived end product revenues during the nine months
ended June 30, 2008, and a 7 percent increase in scrap tire
volume.  The remaining increase in revenue was attributable to the
inclusion of approximately $2,094,000 of revenue associated with
Welch.  

The results for the nine months ended June 30, 2007, included
approximately $404,000 of revenue and 205,000 passenger tire
equivalents associated with an Iowa scrap tire cleanup project
which was completed during that period.

Net income for the nine months ended June 30, 2008, was $2,130,663
as compared to a net loss of $344,063 for the nine months ended
June 30, 2007.

Excluding income from discontinued operations of $2,360,930 and
$111,519 during the nine months ended June 30, 2008, and 2007,
respectively, the company reported a loss from continuing
operations of $230,267 for the nine months ended June 30, 2008, as
compared to a loss of $455,573 for the nine months ended June 30,
2007.


Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?30b6

                   About GreenMan Technologies

Based in Savage, Minnesota, GreenMan Technologies Inc.
(OTC BB: GMTI) -- http://www.greenman.biz/-- is comprised of two  
business segments, the tire recycling operations and the molded
recycled rubber products operations.

The tire recycling operations located in Savage, Minnesota and Des
Moines, Iowa collect, process and market scrap tires in whole,
shredded or granular form.  The company is paid a fee to collect,
transport and process scrap tires (i.e., collection/processing
revenue) in whole or into two inch or smaller rubber chips which
are then sold (i.e., product revenue).

On Oct. 1, 2007, the company acquired Welch Products Inc., a
company headquartered in Carlisle, Iowa, which specializes in
designing, developing, and manufacturing of environmentally
responsible products using recycled materials, primarily recycled
rubber.  Welch's patented products and processes include
playground safety tiles, roadside anti-vegetation products,
construction molds and highway guard-rail rubber spacer blocks.
Through its prior acquisition of Playtribe Inc., Welch also
provides innovative playground design, equipment and installation.

As reported in the Troubled Company Reporter on June 30, 2008,
GreenMan Technologies Inc. disclosed that its inactive GreenMan
Technologies of Georgia Inc. subsidiary filed a voluntary
petition under Chapter 7 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the Middle District of Georgia.  GreenMan
Technologies of Georgia Inc. ceased operations during early 2006
and disposed of all remaining assets in March 2006.


GRYPHON GOLD: Given 18 Months to Restructure $5 Million Debt
------------------------------------------------------------
Gryphon Gold Corporation entered into an agreement providing
Gryphon Gold with an 18-month option to restructure the
$5.0 million debt associated with the Aug. 21, 2007, purchase of
its subsidiary, Nevada Eagle Resources.  The option to restructure
this debt is expected to improve Gryphon Gold's financing
capability.

Under the terms of the option, which can be exercised any time
during the next 18 months, half of the existing $5.0 million debt  
or $2.5 million would be repaid by converting $2 million into four
million Gryphon Gold common shares, effectively at $0.50/share and
making a $500,000 cash payment.  The $2.5 million balance would
convert into a secured convertible debenture, convertible at
$0.70/share for the first year, from the exercise date of the
option, and escalating by $0.10/share per year until maturity in
March 30, 2012.  The issuance of the shares and convertible note
is subject to TSX approval.

Mr. Jerry Baughman, the founder and former principal shareholder
of Nevada Eagle, has agreed to stand for election as a director of
Gryphon Gold at the company's annual general meeting scheduled on
Sept. 4, 2008.

"We appreciate [Mr. Baughman's] vote of confidence in Gryphon Gold
and are fortunate to have [Mr. Baughman], with over 20 years of
precious metals exploration experience, continuing to acquire
highly prospective exploration stage properties for Gryphon Gold
in the western United States," John Key, Gryphon Gold's chief
executive officer, commented.  "[Mr. Baughman] is very skilled at
acquiring good properties on reasonable terms, and subsequently
leasing or joint venturing them to various major mining companies
and a host of juniors, at great advantage to Gryphon Gold",

                     About Gryphon Gold Corp.

Based in Vancouver, British Columbia, Gryphon Gold Corp. (TSE:GGN)
-- http://www.gryphongold.com/-- is engaged in the exploration on  
the Borealis property for the purpose of identifying potential
gold resources. As of March 31, 2008, approximately 203 holes and
142,220 feet of RC drilling have been completed. On August 21,
2007, Gryphon Gold Corporation closed the acquisition of Nevada
Eagle Resources LLC (Nevada Eagle).


HORIZON HOTEL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Horizon Hotel Resort and Spa Inc
        aw The Horizon Hotel LLC
        aw PSP Horizon Hotel Holdings LLC
        1050 East Palm Canyon Drive
        Palm Springs, CA 92264

Bankruptcy Case No.: 08-20048

Type of Business: The Debtor operates resorts and spa business.

Chapter 11 Petition Date: August 7, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: William D. May, Esq.
                  400 North Mountain Avenue
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865
                  Email: dp@srwadelaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's list of 20 Largest Unsecured Creditors is
available at http://bankrupt.com/misc/cacb08-20048.pdf


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

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

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

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

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

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

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

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

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

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


JER CRE CDO: S&P Cuts Ratings on Four Classes to BB, B
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes from JER CRE CDO 2006-2 Ltd. and removed them from
CreditWatch with negative implications, where they were placed on
May 28, 2008.

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

According to the trustee report dated July 21, 2008, the
transaction's current assets included 98 classes ($872.8 million,
73%) of CMBS pass-through certificates from 21 distinct
transactions issued between 1998 and 2007. None of the CMBS assets
represent an asset concentration of 10% or more of total assets.
The current assets also include 10 commercial real estate loans
($274 million, 23%), which are either whole or mezzanine loans, as
well as three classes each from JER CRE CDO 2005-1 Ltd. ($34.3
million, 3%) and Mach One 2004-1 LLC ($16.1 million, 1%), which
are both CMBS resecuritizations. The aggregate principal balance
of the assets totaled $1.197 billion, excluding cash of $1
million, down from $1.2 billion at issuance. The aggregate balance
of the liabilities totaled $1.198 billion, also down from $1.2
billion at issuance. The $2.3 million reduction in aggregate
liability balance was due to principal losses realized on first-
loss CMBS assets, which currently represent $370.4 million (31%)
of the asset pool.

S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'B-' rated
obligations. Excluding first-loss assets, the current asset pool
exhibits credit characteristics consistent with 'B' rated
obligations. Standard & Poor's rates $372.3 million (31%) of the
assets. S&P reanalyzed its outstanding credit estimates for the
remaining assets.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

JER CRE CDO 2006-2 Ltd.
Collateralized debt obligations

             Rating
Class    To           From

A-FL     AA           AAA/Watch Neg
B-FL     BBB+         AA/Watch Neg
C-FL     BBB+         AA-/Watch Neg
C-FX     BBB+         AA-/Watch Neg
D-FL     BBB-         A+/Watch Neg
D-FX     BBB-         A+/Watch Neg
E-FL     BB+          A-/Watch Neg
E-FX     BB+          A-/Watch Neg
F-FL     BB-          BBB+/Watch Neg
G-FL     B            BBB-/Watch Neg


JOHN O'BRIEN: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: John E O'Brien
         Katherine E O'Brien
         8667 Mill Creek Road
         Millboro, VA 24460

Bankruptcy Case No.: 08-50818

Chapter 11 Petition Date: August 11, 2008

Court: Western District of Virginia (Harrisonburg)

Judge: Ross W. Krumm

Debtors' Counsel: Spencer D. Ault, Esq.
                  Stone Manor Associates
                  13193 Mountain Road
                  Lovettsville, VA 20180
                  Tel: (703) 777-7800
                  Fax: (540) 822-3880
                  Email: Spencer@Aultlawyer.com

Total Assets: $4,962,850

Total Debts:  $3,965,547

A copy of the Debtors' list of their 19 Largest Unsecured
Creditors is available at:

            http://bankrupt.com/misc/vawb08-50818.pdf


LEHMAN BROTHERS: Fitch Holds 'BB+' Rating on Two Cert. Classes
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on eight Lehman
Brothers Small Balance Commercial mortgage pass-through
certificates.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are now removed.
Affirmations total $2.8 billion.

LBSBC 2005-1
  -- $165.1 million class A affirmed at 'AAA';
  -- Notional class AIO affirmed at 'AAA';
  -- $10.2 million class M1 affirmed at 'AA';
  -- $10.2 million class M2 affirmed at 'A+';
  -- $10.2 million class B affirmed at 'A';

Deal Summary
  -- 60+ day Delinquency: 1.57%
  -- Realized Losses to date (% of Original Balance): 0.59%

LBSBC 2005-2
  -- $111.7 million class 1A affirmed at 'AAA';
  -- $55.4 million class 2A affirmed at 'AAA';
  -- Notional class AIO affirmed at 'AAA';
  -- $9.2 million class M1 affirmed at 'AA';
  -- $7.7 million class M2 affirmed at 'AA-';
  -- $8.4 million class M3 affirmed at 'A';
  -- $5.6 million class B affirmed at 'BBB+';

Deal Summary
  -- 60+ day Delinquency: 4.16%
  -- Realized Losses to date (% of Original Balance): 0.12%

LBSBC 2006-1
  -- $34.3 million class 1A affirmed at 'AAA';
  -- $84.5 million class 2A1 affirmed at 'AAA';
  -- $18.7 million class 3A1 affirmed at 'AAA';
  -- $43.8 million class 3A2 affirmed at 'AAA';
  -- $47.9 million class 3A3 affirmed at 'AAA';
  -- $9.9 million class M1 affirmed at 'AA';
  -- $8.4 million class M2 affirmed at 'AA-';
  -- $9.2 million class M3 affirmed at 'A';
  -- $6.1 million class B affirmed at 'BBB+';

Deal Summary
  -- 60+ day Delinquency: 3.90%
  -- Realized Losses to date (% of Original Balance): 0.08%

LBSBC 2006-2
  -- $78.8 million class A1 affirmed at 'AAA';
  -- $26.2 million class 2A1 affirmed at 'AAA';
  -- $65.9 million class 2A2 affirmed at 'AAA';
  -- $75.0 million class 2A3 affirmed at 'AAA';
  -- $10.6 million class M1 affirmed at 'AA';
  -- $8.9 million class M2 affirmed at 'A+';
  -- $9.8 million class M3 affirmed at 'A-';
  -- $6.5 million class B affirmed at 'BBB';

Deal Summary
  -- 60+ day Delinquency: 3.6%
  -- Realized Losses to date (% of Original Balance): 0.06%

LBSBC 2006-3
  -- $88.2 million class 1A affirmed at 'AAA';
  -- $29.7 million class 2A1 affirmed at 'AAA';
  -- $58.9 million class 2A2 affirmed at 'AAA';
  -- $67.1 million class 2A3 affirmed at 'AAA';
  -- $10.6 million class M1 affirmed at 'AA';
  -- $9.0 million class M2 affirmed at 'A+';
  -- $9.8 million class M3 affirmed at 'A-';
  -- $6.5 million class B affirmed at 'BBB';

Deal Summary
  -- 60+ day Delinquency: 3.79%
  -- Realized Losses to date (% of Original Balance): 0.04%

Lehman Small Balance Commercial, Series 2007-1 Note: RMBS Portion
Aggregate Pool
  -- $99.5 million class 1A affirmed at 'AAA';
  -- $34.2 million class 2A1 affirmed at 'AAA';
  -- $58.4 million class 2A2 affirmed at 'AAA';
  -- $65.2 million class 2A3 affirmed at 'AAA';
  -- $10.6 million class M1 affirmed at 'AA';
  -- $9.8 million class M2 affirmed at 'A+';
  -- $8.2 million class M3 affirmed at 'A-';
  -- $6.5 million class M4 affirmed at 'BBB';
  -- $3.3 million class B affirmed at 'BBB';

Deal Summary
  -- 60+ day Delinquency: 4.20%
  -- Realized Losses to date (% of Original Balance): 0.00%

Lehman Brothers Small Balance Commercial, Series 2007-2 Aggregate
Pool
  -- $17.9 million class 1A1 affirmed at 'AAA';
  -- $53.6 million class 1A2 affirmed at 'AAA';
  -- $48.5 million class 1A3 affirmed at 'AAA';
  -- $31.4 million class 1A4 affirmed at 'AAA';
  -- $67.9 million class 2A1 affirmed at 'AAA';
  -- $77.7 million class 2A2 affirmed at 'AAA';
  -- $101.7 million class 2A3 affirmed at 'AAA';
  -- $16.3 million class M1 affirmed at 'AA';
  -- $15.0 million class M2 affirmed at 'A+';
  -- $12.5 million class M3 affirmed at 'A-';
  -- $11.3 million class M4 affirmed at 'BBB';
  -- $6.3 million class M5 affirmed at 'BBB-';
  -- $3.8 million class B affirmed at 'BB+';

Deal Summary
  -- 60+ day Delinquency: 2.49%
  -- Realized Losses to date (% of Original Balance): 0.00%

Lehman Brothers Small Balance Commercial, Series 2007-3 Aggregate
Pool
  -- $26.9 million class 1A1 affirmed at 'AAA';
  -- $49.3 million class 1A2 affirmed at 'AAA';
  -- $43.6 million class 1A3 affirmed at 'AAA';
  -- $50.3 million class 1A4 affirmed at 'AAA';
  -- $99.9 million class 2A1 affirmed at 'AAA';
  -- $75.8 million class 2A2 affirmed at 'AAA';
  -- $120.8 million class 2A3 affirmed at 'AAA';
  -- $31.5 million class AJ affirmed at 'AAA';
  -- $68.3 million class AM affirmed at 'AAA';
  -- $21.0 million class M1 affirmed at 'AA';
  -- $29.8 million class M2 affirmed at 'A+';
  -- $17.5 million class M3 affirmed at 'A-';
  -- $14.0 million class M4 affirmed at 'BBB';
  -- $5.3 million class M5 affirmed at 'BBB-';
  -- $10.5 million class B affirmed at 'BB+';

Deal Summary
  -- 60+ day Delinquency: 2.16%
  -- Realized Losses to date (% of Original Balance): 0.00%


LUMINENT MORTGAGE: Lender Declares Default; Seeks $1.3MM Payment
----------------------------------------------------------------
A counterparty declared an event of default on July 16, 2008, to
have occurred in respect of alleged failures by Luminent Mortgage
Capital, Inc., and its affiliates to transfer eligible collateral
to fulfill its obligations under an ISDA master agreement
substantially in the form of the 1992 version of the agreement
published by the International Swaps and Derivatives Association.

As a result, the counterparty exercised its right to terminate the
ISDA master agreement in respect to all outstanding transactions.

On August 1, 2008, the company received a notice from the
counterparty demanding payment of $1.3 million plus reasonable
out-of-pocket expenses in connection with the early termination in
respect to all outstanding transactions.

                   About Luminent Mortgage

Headquartered in San Francisco, Luminent Mortgage Capital Inc.
(OTC: LUMC) -- http://www.luminentcapital.com/-- is a real estate       
investment trust or REIT, which, together with its subsidiaries,
has invested in two core mortgage investment strategies.

Under its Residential Mortgage Credit strategy, the company
invests in mortgage loans purchased from selected high-quality
providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.

Under its Spread strategy, the company invests primarily in U.S.
agency and other highly-rated single-family, adjustable-rate and
hybrid adjustable-rate mortgage-backed securities.  

On March 28, 2008, the company disclosed its intention, subject to
shareholder approval, to restructure the company from a REIT to a
publicly-traded partnership or PTP.

                        Going Concern Doubt
                        
Grant Thornton LLP, in Philadelphia, expressed substantial doubt
about Luminent Mortgage Capital Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

Grant Thornton said Luminent Mortgage has lost $721.0 million for
the year ended Dec. 31, 2007, which included $481.7 million in
impairment losses on mortgage-backed securities.  The company also
recorded $21.3 million in corporate, state and U.S. federal income
taxes due to its inability to meet the threshold for tax benefit
recognition as it related to its qualification as a REIT.

As reported in the Troubled Company Reporter on June 5, 2008,
Luminent Mortgage's consolidated balance sheet at March 31, 2008,
showed $3.8 billion in total assets, $4.0 billion in total
liabilities, and $148,000 in minority interest, resulting in a
$223.2 million stockholders' deficit.


MANCHESTER INC: Lender Buys Assets, Remodels Biz and Changes Name
-----------------------------------------------------------------
Manchester Inc. disclosed that its senior lender PBL Capital has
purchased its assets and reorganized the company under the name
Navigator Holdings LLC.  

PBL Capital said it has determined to acquire the company's assets
than liquidate it.

The company related that under the direction of Bobby Lazenby,
chief restructuring officer, it has centralized its administrative
processes and redesigned Navigator's business model into a
technology-savvy, centralized model designed to address current
market conditions.

"The automotive loan industry, like most finance-related
industries, has become strained from a lack of liquidity and
tightened credit markets," Mr. Lazenby said.  "Manchester Inc.,
with its antiquated business processes and aggressive credit
practices, was no different.  The finance company had become a
victim of its own lack of direction."

The company stated that Mr. Lazenby, an expert in the automobile
finance industry, has moved the company away from its entrenched
methods of operation while working to improve the company's asset
quality, locations, technology, inventory and management.

Under Mr. Lazenby's leadership, Navigator has established
centralized credit, collections, and loan administration
activities along with accounting and other common functions. The
holding company continues to operate eight independent automobile
dealerships in the states of Georgia and Indiana.  Combined with
the financing component, Navigator has been able to identify a
sustainable business plan, financing in excess of 500 cars each
month.

"The foundation of Manchester Inc. was saved with the creation of
Navigator," Mr. Lazenby said.  "Company has been completely
redesigned.  As a result our overhead is greatly reduced,
portfolio is improving, and market share is increasing."

"Navigator's future is bright, with the company intent on
establishing a profitable long-term track record," Mr. Lazenby
continued.  "As such the company has no plans to modify the
current ownership structure, either through public offerings or
private sale.

                   About Navigator Holdings LLC

Navigator Holdings LLC owns and operates eight independent
automobile dealerships (Navigator Dealer Group LLC) and a captive
finance company (Navigator Acceptance LLC).  The company's
dealerships specialize in selling transportation and utility
vehicles and are located throughout the states of Georgia and
Indiana.  In addition to selling cars and assisting consumers in
obtaining bank financing through normal financing channels,
Navigator Acceptance specializes in providing financing directly
to those consumers with other-than-prime credit.

                       About Manchester

Based in Dallas, Texas, Manchester Inc. (OTCBB: MNCS) --
http://www.manchesterinc.net/-- is in the Buy-Here/Pay-Here     
auto business.  Buy-Here/Pay-Here dealerships sell and finance
used cars to individuals with limited credit histories or past
credit problems, generally financing sales contacts ranging from
24 to 48 months.  It operates six automotive sales lots, which
focus on the Buy-Here/Pay-Here segment of the used car market.

The company and its seven affiliates filed for chapter 11
protection on Feb. 7, 2008 (Bankr. N.D. Tex. Case No.08-30703).  
Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  Eric A. Liepins, Esq., is the Debtors'
local counsel.  The U.S. Trustee for Region 6 appointed creditors
to serve on an Official Committee of Unsecured Creditors in these
cases.  Powell Goldstein LLP represents the Committee as counsel.  
As of the Debtors' bankruptcy filing, it listed total assets of
$131,582,157 and total debts of $123,881,668.


MERVYN'S LLC: US Trustee Appoints Seven-Member Creditors Committee
------------------------------------------------------------------
Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3,
appoints seven members to the Official Committee of Unsecured
Creditors in Mervyn's Holdings, LLC and its affiliates' chapter
11 cases pursuant to Section 1102(a)(1) of the Bankruptcy Code:

   1. Li & Fung USA
      Attn : Martin Leder
      1359 Broadway
      New York, New York 10018
      Tel: 646-839-7007
      Fax: 646-839-7476

   2. Levi Strauss & Co.
      Attn: Michael Stapleton
      3125 Chad Drive
      Eugene, Oregon 97408
      Tel: 541-242-7825
      Fax: 541-242-7577

   3. R.R. Donnelley & Sons Company
      Attn: Dan Pevonka, 3075 Highland Pkwy.
      Downers Grove, Illinois 60515
      Tel: 630-322-6931
      Fax: 630-322-6052

   4. VF Corporation
      Attn: Peter J. Rottier
      105 Corporate Center Blvd.
      Greensboro, North Carolina 27408
      Tel: 920-735-6849
      Fax: 920-735-1929

   5. The Macerich Company
      Attn: David M. Short
      401 Wilshire Blvd., Suite 700
      Santa Monica, California 90401-1452
      Tel: 310-899-6418
      Fax: 310-656-2732

   6. DDR MDT MV Holdings II LLC
      c/o Developers Diversified Realty Corporation
      Attn: Eric C. Cotton, Esq., 3300 Enterprise Parkway,
      Beachwood, Ohio 44122
      Tel: 216-755-5660
      Fax: 216-755-1660

   7. The CIT Group/Commercial Services, Inc.
      Attn: Timothy E. Cropper, Two Wachovia
      Center, 301 South Tryon Street
      Charlotte, North Carolina 28282
      Tel: 704-339-2906
      Fax: 704-339-2250

The U.S. Trustee conducted an organizational meeting of creditors
on Aug. 7, 2008, 11:00 a.m., at The DoubleTree Hotel, 700 King
Street in Wilmington, Delaware.

                         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, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  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: Creditor's Meeting Scheduled for September 5
----------------------------------------------------------
Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3,
will convene a meeting of the creditors of Mervyn's Holdings, LLC
and its affiliates at 11:00 a.m. (Eastern Time), on September 5,
2008, at Room 5209, J. Caleb Boggs Federal Building, 5th Floor,
844 King Street, in Wilmington, Delaware.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

                         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, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  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: Wants Filing of Schedules Extended to October 27
--------------------------------------------------------------
Mervyn's LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend their deadline to
file Schedules and Statements until October 27, 2008.  

A 60-day extension is necessary considering that the Debtors have
thousands of creditors, Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, the Debtors'
proposed counsel, says.

According to Mr. Collins, the Debtors, the Debtors were unable to
compile all information required to complete the Schedules and
Statements because:

   (a) the Debtors maintain voluminous books and records and
       complex accounting systems;

   (b) certain prepetition invoices have not been received; and

   (c) the Debtors' management professionals devoted their time
       in negotiating with key creditor constituencies.

Moreover, given the urgency with which the Debtors sought Chapter
11 relief and the numerous critical operational matters that the
Debtors' staff of accounting and legal personnel must address in
the early days of their Chapter 11 cases, the Debtors will not be
in a position to complete schedules and statements within the
time specified in the Bankruptcy Rule and Local Rule 1007-1(b),
Mr. Collins avers.

Mr. Collins adds that completing the Debtors' Schedules and
Statements will require them to collect, review, and assemble
information from multiple locations throughout the United States.

                         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, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  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: Seeks Court Approval to Hire Morgan Lewis as Counsel
------------------------------------------------------------------
Mervyn's LLC and its debtor-affiliates seek the U.S. Bankruptcy
Court for the District of Delaware’s authority to employ Morgan,
Lewis & Bockius LLP as their counsel, nunc pro tunc to July 29,
2008.

According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, weeks before the Debtors' filing
of their Chapter 11 cases, Morgan Lewis was retained as their
restructuring counsel which resulted to its being knowledgeable
of the Debtors' business affairs, debt structure and
reorganization activities.

Morgan Lewis will be paid based on the firm's customary hourly
rates:

        Partners                       $425 - $1200
        Counsel                        $330 - $ 940
        Associates                     $145 - $ 705
        Legal assistants               $ 90 - $ 360

Morgan Lewis will also be reimbursed for reasonable out-of-pocket
expenses.

Morgan Lewis was provided a $500,000 retainer for services
rendered or to be rendered and reimbursement for expenses in
representing the Debtors in contemplation of their Chapter 11
case.  

Howard S. Beltzer, Esq., a member of Morgan Lewis, assures the
Court that his firm or any of its partners, do not hold interest
adverse to the Debtors or their estates, and is therefore a
"disinterested person", as the term is defined in Section 101(14)
of the Bankruptcy Code.

                         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, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  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: Taps Paul Hastings as Special Real Estate Counsel
---------------------------------------------------------------
Mervyn's LLC and its debtor-affiliates seek the U.S. Bankruptcy
Court for the District of Delaware’s authority to employ Paul,
Hastings, Janofsky & Walker LLP as their special real estate
counsel, nunc pro tunc to July 29, 2008.  

The Debtors inform the Court that Paul Hastings' employment is
necessary to effect their reorganization proceedings with optimal
efficiency.

Gregory E. Spitzer, a partner at Paul Hastings has rendered real
estate services to the Debtors in the last four years, Charles R.
Kurth, executive vice president and chief financial and
administrative officer of Mervyn's Holdings, LLC, noted.  

As special real estate counsel to the Debtors, Paul Hastings
will:

   (i) negotiate with landlords and third-parties in
       connection with lease terms, lease agreements, and various
       real estate matters;

  (ii) review, analyze, negotiate, and document real estate-
       related transactions;

(iii) research under applicable state law regarding non-
       bankruptcy lease issues, lease assignments, and real
       property transactions;

  (iv) assist with issues in connection with the leasehold
       mortgages component of the Debtors-in-Possession credit
       facility; and

   (v) analyze the Debtors' real estate assets and real
       property estates.

Paul Hastings will be paid based on its current hourly rates:

      Professional                   Rates/Hour
      ------------                   ----------
      Partners                       $615-$925
      Counsel                        $575-$940
      Associates                     $325-$675
      Paraprofessionals              $100-$450

The Debtors will reimburse Paul Hastings for customary out-of-
pocket costs and expenses incurred.  

Prior to bankruptcy filing, Paul Hastings received a retainer of
roughly $66,000 in connection with its real estate services to
the Debtors.  As of July 29, 2008, the credit balance was
approximately $370.  Paul Hastings also received $260,000 on
account of professional services rendered and expenses incurred.

Mr. Spitzer assures the Court that Paul Hastings does not hold
interest adverse to the Debtors or their estates in the matters
for which it is to be engaged.

                         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, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  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.


MESA AIR: Delta Air Cancels Freedom CRJ-900 Connection Agreement
----------------------------------------------------------------
Mesa Air Group Inc. received notification from Delta Air Lines,
Inc. regarding the airline's plan to terminate Mesa subsidiary
Freedom Airlines' CRJ-900 Delta Connection agreement, Mesa
disclosed in a statement filed with the Securities and Exchange
Commission on Aug. 5, 2008.

Freedom operates seven CRJ-900 regional jets for Delta
Connection, with seven more aircraft scheduled to enter service
by May 2009.  Mesa subleases the Aircraft from Delta for $1 per
month per aircraft, which will be returned to Delta in connection
with this termination with no further financial obligation to
Mesa.

The 14 aircraft will be assigned to other Delta Connection
carriers, Delta spokeswoman Betsy Talton told The Associated
Press.

According to the SEC filing, Delta alleges Freedom's "[failure]
to maintain specified operational performance, as outlined in the
Contract".

"It's more important than ever before that Delta and its Delta
Connection partners meet operational and customer service
levels," Ms. Talton stated, according to he AP.

However, Mesa believes the cancellation is part of Delta's
efforts to reduce capacity, coupled with its inability to reduce
aircraft at its wholly-owned subsidiary, Comair, without
incurring significant ongoing expense.

As previously reported, Delta also planned to cancel its flying
contract with Freedom with respect to the ERJ-145 Connection
Agreement, under which Mesa won a preliminary injunction in the
Federal Court in Atlanta, enjoining Delta from terminating the
Contract, according to the SEC filing.

Mesa Air Group Chairman and CEO Jonathan Ornstein said the
regional carrier "intends to vigorously defend its contractual
rights . . . as it remains willing to cooperate in the mutual
best interests of Delta and Mesa."

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE: DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News, Issue No. 105; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                          About Mesa Air

Mesa Air -- http://www.mesa-air.com-- operates 182 aircraft with     
over 1,000 daily system departures to 157 cities, 42 states, the
District of Columbia, Canada, the Bahamas and Mexico. Mesa
operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, and independently as Mesa Airlines
and go!.  In June 2006 Mesa launched inter-island Hawaiian service
as go!  This operation links Honolulu to the neighbor island
airports of Hilo, Kahului, Kona and Lihue.  The Company, founded
by Larry and Janie Risley in New Mexico in 1982, has approximately
5,000 employees and was awarded Regional Airline of the Year by
Air Transport World magazine in 1992 and 2005. Mesa is a member of
the Regional Airline Association and Regional Aviation Partners.  
Mesa has  5,000 employees overall.

Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76-
seat CRJ-900 aircraft for Delta Connection.

On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of
Mesa Air, unveiled plans to discontinue all operations by June 30
including its current scheduled services, citing record-high fuel
prices, insufficient demand and a difficult operating environment
as the main factors in its decision.


MIDLAND FOOD: Organizational Meeting to Form Panel Set August 20
----------------------------------------------------------------
The United States Trustee for Region 3 will hold an organizational
meeting in the Chapter 11 case of Midland Food Services, L.L.C.,
on August 20, 2008, at 11:00 a.m. at the Office of the United
States Trustee, One Newark Center, 21st Floor, Room 2106, in
Newark, New Jersey.

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

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

Independence, Ohio-based Midland Food Services, L.L.C. is a Pizza
Hut franchisee.  Midland Food filed for Chapter 11 bankruptcy
petition before the United States Bankruptcy Court for the
District of Delaware on August 6, 2008 (Bankr. D. Del. 08-11802).  
Tara L. Lattomus, Esq., at Eckert Seamans Cherin & Melot, L.L.C.,
represented the Debtor in their restructuring efforts.  When it
filed for bankruptcy, it listed estimated assets between $50,000
and $10,000,000 and estimated debts between $1,000,000 to
$10,000,000.  The Debtor filed a previous Chapter 11 protection
back in October 2000 and had emerged from bankruptcy one year
later.


MOHAN & MOHAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Mohan & Mohan Enterprises, Inc.
        7451 N. Beach #168
        Fort Worth, TX 76137

Bankruptcy Case No.: 08-43649

Chapter 11 Petition Date: August 8, 2008

Court: Northern District of Texas (Ft. Worth)

Judge: Honorable Russell F. Nelms

Debtor's Counsel: Mark Joseph Petrocchi
                  (mpetrocchi@gpaplaw.com)
                  Goodrich Postnikoff Albertson
                  & Petrocchi, LLP
                  777 Main Street, Suite 1360
                  Ft. Worth, TX 76102
                  Telephone (817) 335-9400
                  Fax (817) 338-9209

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

Estimated Debts: $1,00,001 to $50 million

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


NEW YORK RACING: Chapter 11 Emergence Deferred to September 2
-------------------------------------------------------------
Tiffany Kary of Bloomberg News reports that New York Racing
Association Inc. pushed back its exit from Chapter 11 bankruptcy
to Sept. 2, 2008, as it seeks for a video-lottery operator for its
Aqueduct track.

As reported in the Troubled Company Reporter on June 26, 2008,
NYRA was expected to emerge on June 30, 2008, but it postponed its
emergence until July 31, 2008, while it makes improvements to the
approved franchise that permits NYRA to operate horse races for 25
years.  The postponement surfaced after the state of New York
reached an agreement with NYRA on June 13, 2008, that enabled the
state to control its off-track betting, wherein some of the
state's OTB's profits will be paid to NYRA.

According to Bloomberg, because of the delay regarding the
selection of an operator for NYRA's track, the lease with
respect to Aqueduct can not be completed now, but NYRA expects the
process to complete soon.

"It's not necessarily a delay until September," Bloomberg quoted
Brian Rosen, Esq., at Weil, Gotshal & Manges LLP, as stating.  Mr.
Rosen, the report says, said that NYRA expects to emerge by Aug.
28, 2008, to prevent further extension of its operating license
from the state franchise oversight board.

Mr. Rosen reiterated that the delay will not affect NYRA's
restructuring plan, Bloomberg says.

                           Briefly Noted

As reported in the Troubled Company Reporter on April 29, 2008,
the Hon. James M. Peck of the United States Bankruptcy Court for
the Southern District of New York confirmed NYRA's Modified Third
Amended Chapter 11 Plan of Reorganization dated April 27, 2008.

Under the plan, the State of New York will provide $105,000,000,
of which $75 million will be used to pay bankruptcy claims and $30
million to pay for operating costs for the next 12 months.  The
State's fund will also pay for services and expenses required
relating to payments for capital works -- including payments for
the purpose of acquisition of clear title to the racetracks and
other transferred property.  

NYRA's Plan is expected to pay at least $1.4 million in taxes to
the State.

                           About NYRA

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.

When the Debtor sought protection from its creditors, it listed
assets of $153 million and debts of $310 million.


NORTH AMERICAN LAND: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: North American Land Acquisitions, Inc.
        13-A Seagull St.
        Wrightsville Beach, NC 28480

Bankruptcy Case No.: 08-05431

Chapter 11 Petition Date: August 12, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: William T. Batchelor, II, Esq.
                     Email: bill.batchelor@worldnet.ATT.net
                  Carolina Legal Associates
                  107 Castle St.
                  Wilmington, NC 28401
                  Tel: (910) 762-7230
                  Fax: (910) 762-7426

Total Assets: $12,000,000

Total Debts: $6,764,871

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Summey Engineering Association contract              $64,356
Attn: Managing Agent
P.O. Box 968
Asheboro, NC 27204


NORTHWEST AIRLINES: Pilots Ratify Joint Collective Bargaining Deal
------------------------------------------------------------------
The Delta and Northwest pilots, both represented by the Air Line
Pilots Association, Int'l., ratified a Joint Collective Bargaining
Agreement, the agreement reached between Delta Air Lines and the
Delta and Northwest union leadership in June.  The voting closed
this afternoon with 82.17% of eligible Delta pilots casting a
ballot. Of those, 61.74% voted "in favor" of the new agreement.

The Northwest pilots ratified the same agreement with 80.87% of
eligible Northwest pilots casting a ballot with 86.76% voting "in
favor" of the agreement.  With ratification by both pilot groups,
the JCBA will become effective when the merger between Delta and
Northwest closes which could occur before year's end.

Delta MEC Chairman, Captain Lee Moak, stated, "The ratification of
the Joint Collective Bargaining Agreement represents the
culmination of many months of effort by everyone involved.  This
historic milestone marks the first time that a labor agreement has
been reached in advance of the close of an airline merger.  It is
far superior to the traditional well-worn labor role in that all
pilots will receive financial returns from day one for the value
we provide to the merger.  We look forward to participating in
Delta's future growth and success as our nation's first
truly global airline."

Captain Dave Stevens, Northwest MEC Chairman, said "This momentous
vote broke the traditional merger paradigm.  Because the pilot
groups of Northwest and Delta were willing to make an affirmative
decision, we will have a joint contract that becomes effective on
the date of corporate closing, a seniority list process that
provides a method to achieve a fair and equitable list and two
pilot groups that will be unified to face the challenges ahead."

Captain Stevens said, "The pilots' precedent setting contributions
will allow the merged company to take advantage of all the
efficiencies as soon as possible and begin marketing the first
global airline to our customers and Wall Street."

Both pilot groups will continue to focus on the process of
integrating the seniority lists.  In June, the two MECs signed a
Seniority List Integration Process Agreement.  This agreement
allows the MECs to shape the procedural elements leading to
seniority list integration.  The agreement calls for negotiations
and if necessary, a period of arbitration before a panel of three
neutral arbitrators with a written decision to be issued no later
than Nov. 20, 2008.  Captain Moak added, "We believe that the best
seniority list solution is one that is resolved through
negotiations—by pilots working with pilots.  While we have
confidence in the arbitration process, we will remain open to a
negotiated solution of a fair and equitable single seniority
list."

Founded in 1931, ALPA represents 55,000 pilots at 40 airlines in
the U.S. and Canada. ALPA represents approximately 7,000 active
DAL pilots and 5,100 active NWA pilots.

ALPA on the net: http://www.alpa.org/
Delta pilots' on the net: http://www.deltapilots.org/
NWA ALPA on the net: http://www.nwaalpa.org/

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE: DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--        
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at  
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy  
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

(Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.      

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.


NOVASTAR FINANCIAL: To Delay Filing of 2nd Quarter Results
----------------------------------------------------------
NovaStar Financial, Inc., could not timely file its Quarterly
Report on Form 10-Q for the second quarter ended June 30, 2008,
with the Securities and Exchange Commission because the company
and its independent auditors require additional time to assess the
impact of market factors and the mortgage securities markets on
the company's financial statements, Rodney E. Schwatken,
NovaStar's Chief Financial Officer, told the Commission on
Tuesday.

The delay could not be eliminated by the company without
unreasonable effort and expense, according to Mr. Schwatken.  "The
Company intends to file its Form 10-Q within the 5 calendar day
period contemplated by Rule 12b-25 promulgated under the
Securities Exchange Act of 1934, as amended," he said.

The Company expects that its results of operations for the six and
three month periods ending June 30, 2008, will change
significantly from its results of operations for the six and three
month periods ending June 30, 2007, as result of, among other
things, the termination of the Company's mortgage origination
business and the impact of market factors and the mortgage
securities markets on the Company's financial statements and the
valuation of the Company's financial assets.

                        About NovaStar

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- prior to      
significant changes in its business during 2007 and the first
quarter of 2008, the company originated, purchased, securitized,
sold, invested in and serviced residential nonconforming mortgage
loans and mortgage backed securities.  

The company retained, through its mortgage securities investment
portfolio, significant interests in the nonconforming loans it
originated and purchased, and through its servicing platform,
serviced all of the loans in which it retained interests.  

During 2007 and early 2008, the company discontinued its mortgage
lending operations and sold its mortgage servicing rights which
subsequently resulted in the abandonment of its servicing
operations.

Historically, the company had elected to be taxed as a REIT under
the Code.  During 2007, the company announced that it would not be
able to pay a dividend on its common stock with respect to its  
2006 taxable income, and as a result, its status as a REIT
terminated retroactive to Jan. 1, 2006.

Novastar Financial Inc.'s consolidated balance sheet at March 31,
2008, showed $2.74 billion in total assets, $3.23 billion in total
liabilities, and $494.5 million in total stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on April 4, 2008,
Deloitte & Touche LLP, in Kansas City, Missouri, expressed
substantial doubt about Novastar Financial Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  

The auditing firm pointed to the company's deficit in
shareholders' equity, the disruption in the credit markets and
related liquidity issues, the sale of its loan servicing
operations and the decision to cease all of its mortgage lending
operations.


ORIENTAL TRADING: Moody's Junks PD and CF ratings to Caa2 from B3
-----------------------------------------------------------------
Moody's Investors Service lowered Oriental Trading Company Inc.
Corporate Family Rating and Probability of Default Rating to Caa2
from B3.  Moody's also lowered the ratings on various debt
instruments.  The rating outlook remains negative.

The downgrade of OTC's ratings reflects continued erosion in the
company's sales and operating margins over the past 3 quarters
resulting from higher catalog and mailing costs and rising cost of
goods sold.  "While the company has undertaken initiatives to
address higher catalog and mailing costs, these actions have
negatively impacted recent sales levels" said Moody's Senior
Analyst Scott Tuhy.  He added "The downgrade also reflects
concerns that headroom under the financial covenants, which step
down in the company's third fiscal quarter (ending in December,
2008), is tight and could be breached absent an improvement in
operating performance in the next couple quarters".

The rating outlook is negative, as ratings could be lowered if the
company is unable to meet financial covenants or if the company's
financial metrics continue to weaken from current levels.

These ratings were lowered:

  -- Corporate Family Rating to Caa2 from B3

  -- Probability of Default Rating to Caa2 from B3

  -- 1st lien Credit facilities to B3 (LGD 2, 29%) from B1

  -- 2nd lien Term Loan to Caa3 (LGD 5, 76%) from Caa1

Headquartered in Omaha, Nebraska, Oriental Trading is a direct
marketer of value-priced novelties, toys, and party supplies, and
a leading direct marketer of home decor products.  Revenues for
the 12 month period ending June 21, 2008 were approximately
$615 million.


PBR INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: PBR Investments, Inc.
        dba Kwik Kar Lube & Tune
        14472 Club Circle
        Alpharetta, GA 30004

Bankruptcy Case No.: 08-75090

Related Information: Philip Thurlow Weed, chief executive officer,
                     filed the petition on the Debtor's behalf.

Chapter 11 Petition Date: August 5, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: Paul Reece Marr, Esq.
                  (pmarr@mindspring.com)
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, Northwest, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/GAnb08-75090.pdf


PROGRESSIVE GAMING: Inks Financing Transactions with PEM and IGT
----------------------------------------------------------------
Progressive Gaming International Corporation entered into two
financing transactions, which include:

   (i) a new senior secured credit facility with Private Equity
       Management Group Financial Corporation, for up to
       $27.5 million, which consists of a revolving loan of up to
       $12.5 million and a term loan of $15.0 million; and

  (ii) a $15.0 million senior secured convertible note offering
       with International Game Technology.  

The company expects to initially raise approximately $33.0 million
from the Financing Transactions, which are subject to closing
conditions and are expected to close by Aug. 15, 2008.  

The company intends to use the net proceeds from the Financing
Transactions to retire its remaining outstanding $30.0 million of
11.875% senior secured notes and accrued interest and transaction
costs.  

The company stated that the purpose of this statement is to
describe a waiver from the shareholder approval requirements of
The NASDAQ Stock Market LLC that is being relied upon by the
company in connection with these transactions.

                        Transaction with PEM

In connection with the senior secured credit facility, PEM will
receive one million shares of the company's common stock, at
closing for no cash consideration.  If on Nov. 15, 2008, the
dollar volume weighted average price for the company's common
stock, as traded on the NASDAQ Global Market, for the 20 trading
days prior to that date does not equal or exceed $1.50, then PEM
would receive additional shares of the company's common stock,
such that the 20-day VWAP on Nov. 15, 2008, multiplied by the
number of Initial Shares plus the Additional Shares equals a total
value of $1.5 million, although in no event may the number of
Additional Shares exceed 900,000 shares of the company's common
stock.  PEM will also receive warrants to purchase one million
shares of the company's common stock with an exercise price equal
to $1.05 per share.  These warrants will be subject to standard
anti-dilution adjustments in the event of stock splits, stock
dividends, recapitalization and similar circumstances and will
have a five year term.

                       Transaction with IGT

In connection with the convertible note offering, IGT will receive
a $15.0 million senior secured convertible note that bears
interest at 7.0% per annum and has a six year term.  The interest
rate increases to 12.0% in the event the company issues any equity
securities or equity-linked securities in the future at a price
below the conversion price of the note, subject to limited
exceptions.  IGT may convert all or a portion of the note into
shares of the company's common stock at any time after closing.
The conversion price for the note will be $0.89 per share, which
was the dollar volume weighted average price for the company's
common stock, as traded on the NASDAQ Global Market, for the
20 trading days prior to the signing of the note and warrant
purchase agreement, subject to anti-dilution adjustments in the
event of stock splits, stock, cash or property dividends,
recapitalizations, reorganizations, mergers and similar
circumstances.

IGT will also receive warrants to purchase:

   (i) 550,000 shares of the company's common stock with an
       exercise price equal to $1.05 per share; and

  (ii) 891,892 shares of the company's common stock with an
       exercise price equal to $0.89 per share.

If on Nov. 15, 2008, the 20-day VWAP does not equal or exceed
$1.50, then IGT would receive additional warrants to acquire
shares of the company's common stock, such that the Initial IGT
Warrants plus the Additional Warrants equals a total value of
$825,000, although in no event may the Additional Warrants be
issuable for more than 1.8 million shares of the company's common
stock.

Any Additional Warrants would be issued with an exercise price
equal to the 20-day VWAP calculated as of Nov. 15, 2008.  These
warrants would be subject to anti-dilution adjustments in the
event of stock splits, stock, cash or property dividends,
recapitalizations, reorganizations, mergers and similar
circumstances and will have a five year term.

          Potential Effect of Stock Issuances Related to
                    the Financing Transactions

The $15.0 million in principal amount of the convertible
promissory note could be initially convertible into approximately
16,853,932 shares of the company's common stock.  The company will
also issue 1,000,000 new shares, and if certain conditions are not
met could issue up to 900,000 new shares of common stock to PEM in
the future (which includes the Initial Shares and any Additional
Shares) and could issue warrants to PEM and IGT (which includes
the one million share PEM warrant, the Initial IGT Warrants and
any Additional Warrants) to purchase up to approximately an
additional 4,241,892 shares of common stock.  As of the date of
this release, the company has approximately 62,111,310 shares of
common stock outstanding.  If the maximum amount of the
convertible promissory note is converted, the maximum amount of
the common stock issuable pursuant to the Financing Transactions
is issued and the maximum amount of all the warrants to be issued
pursuant to the Financing Transactions is exercised, the company
will have up to approximately 85,107,134 shares outstanding,
representing a potential increase of approximately 37% in the
number of shares outstanding prior to the Financing Transactions.

                         NASDAQ Exception

Transactions that involve the issuance or potential issuance of
more than 20% of the company's outstanding common stock at a price
that is less than the greater of:

   (i) the consolidated closing bid price for the company's common
       stock on the trading day prior to execution of definitive
       agreements; and

  (ii) the book value of the company's common stock, in either
       case ordinarily would require the company to obtain
       stockholder approval under the NASDAQ Stock Market's
       Marketplace Rules.  

However, in connection with the Financing Transactions, the NASDAQ
Stock Market granted the company's request for an exception to its
stockholder approval requirements.  The company has sent a letter
to its stockholders describing the transaction and the
circumstances surrounding the exception.

                     About Progressive Gaming

Headquartered in Las Vegas, Progressive Gaming International
Corporation (Nasdaq: PGIC) -- http://www.progressivegaming.net/--   
is a supplier of integrated casino and jackpot management system
solutions for the gaming industry worldwide.  Products include
multiple forms of regulated wagering solutions in wired, wireless
and mobile formats.

                        Going Concern Doubt

Ernst & Young, in Las Vegas, expressed substantial doubt about
Progressive Gaming International Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  

The auditing firm reported that the company has experienced
recurring operating losses, has an accumulated deficit and
negative working capital.  In addition, the company's senior
secured notes are due in August 2008 and are classified as current
as of Dec. 31, 2007, and the company currently does not have
sufficient cash to completely redeem the outstanding senior
secured notes.

The company said it intends to refinance its $30.0 million Senior
Secured Notes through a strategic technology investment together
with a bank facility.  The company said that these transactions
are expected to be completed on or before July 31, 2008.   


PROGRESSIVE MOLDED: Panel Taps Dorsey & Whitney as Local Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors for Progressive
Molded Products Inc. and its debtors-affiliates, seeks the
authority of the U.S. Bankruptcy Court for the District of
Delaware to retain Dorsey & Whitney LLP as Delaware counsel, nunc
pro tunc to July 7, 2008.

As counsel to the Committee, Dorsey will:

   (a) advise the Committee in its rights, powers, and duties in
       the Debtors' case;

   (b) assists and advise the Committee in its consultations with
       the Debtors relative to the administration of these cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors in negotiation with the creditors;

   (d) assist with the Committee's investigation of the facts,
       conduct, assets, liabilities and financial condition of
       the Debtors and the operation of the Debtors' business;

   (e) assist the Committee in its analysis of, and negotiations
       with, the Debtors or their creditors concerning matters
       related to, among other things, the terms of plans of
       reorganization for the Debtors;

   (f) assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       significant matters in the Debtors' cases;

   (g) assist and counsel the Committee in respect to its
       reorganization, the conduct of its business and meetings,
       the dissemination of information to its constituency, and
       other matters as are reasonably deemed necessary to
       facilitate the administrative activities of the Committee;

   (h) attend Committee meetings;

   (i) appear before the Court, appellate Courts, and other
       courts to protect the interests of the Committee and the
       United States Trustee;

   (j) review analyze all applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Committee as to their propriety;

   (k) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interest and objectives; and

   (l) perform other legal services as may be required and are
       deemed to be in the best interests of the Committee in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code.

The Committee proposes that Dorsey be paid based on its customary
hourly rates and reimbursed for necessary out-of-pocket expenses
incurred in connection with the Chapter 11 cases.  The firm's
attorneys Specifically, the attorneys who will represent the
Committee are Eric Lopez Schnabel, partner, who will charge
$450 per hour, and Robert W. Mallard, associate, who will bill at
$295 per hour.

Eric Lopez Schnabel, attorney and partner of the firm of Dorsey &
Whitney assures the Court that his firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).        

                      About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: Committee Wants Mesirow as Financial Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of Progressive Molded Products Inc. and its debtor-affiliates
seeks the authority of the U.S. Bankruptcy Court for the District
of Delaware to retain Mesirow Financial Consulting, LLC, as
financial advisors nunc pro tunc to July 11, 2008.

As financial advisors, Mesirow will, among other things:

   (a) review final cash collateral order and the likelihood that
       the Debtors will be able to comply with the terms of the
       order;

   (b) gain understanding of the Debtors' corporate structure,
       including non-U.S. entities;

   (c) review the Debtors' budget, evaluate whether sufficient
       liquidity is available, and monitor administrative
       solvency;

   (d) establish reporting procedures for monitoring of
       postpetition operations;

   (e) identify, analyze and investigate transactions with non-
       debtor entities and related parties;

   (f) monitor Debtors' weekly operating results;

   (g) perform forensic accounting procedures, as directed by the
       Committee;

   (h) review the nature and origin of other significant claims
       asserted against the Debtors;

   (i) render assistance as the creditors' Committee may deem
       necessary; and

   (j) analyze the Debtors' budget, assets and liabilities,
       claims and motions.

The normal hourly rates of the professionals in the law firm of
Mesirow are:

   Professional                           Hourly Rates
   ------------                           ------------
   Senior Managing Director, Managing
   Director and Director                    $670-$710

   Senior Vice-President                    $580-$640

   Vice President                           $470-$540

   Senior Associate                         $370-$440

   Associate                                $220-$320

   Paraprofessional                          $90-$190    

According to Valerie Venable, the Committee chairperson, for the
purpose of this engagement, the Committee and Mesirow have agreed
that the rates will not exceed $450 per hour.      
             
Mesirow will also seek reimbursement for necessary expenses
incurred, including among other things, travel, photocopying,
delivery, postage, and other out-of-pocket expenses, Ms. Venable
avers.

Larry H. Lattig, senior managing director of Mesirow Financial
Consulting, LLC, assures the Court that his firm is a
"disinterested person"  as defined in Section 101(14) of the
Bankruptcy Code.  Mesirow is not a creditor, an equity holder, or
an insider of the Debtors, he asserts.

                      About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


QUALITY HOME: Case Trustee May Sell Office Equipment to PennyMac
----------------------------------------------------------------
David Gould, chapter 11 trustee in the bankruptcy case of Quality
Home Loans, obtained permission from the U.S. Bankruptcy Court for
the Central District of California to sell office equipment items.

On Jan. 19, 2008, the case trustee conducted the public auction
sale of the furniture, fixtures, and equipment.  The sale was
successful and LHP acquired all of the FFE by bidding 10% over the
aggregate unit sale prices obtained at auction, including its
credit bid.

After the case trustee vacated the headquarters lease, LHP was
able to relet the headquarters location to an entity known as
Private National Mortgage Acceptance Company, LLC, or PennyMac.  
In anticipation of the termination of the initial term of the case
trustee's new 4,000 square foot lease, PennyMac indicated an
interest in acquiring this office space as well.  Based on the
wind down in the Debtor's operations, the case trustee agreed to
vacate the remaining 4,000 square foot office lease as of June 30,
2008, and has done so.  The Debtor's operations are now fully
terminated.

PennyMac further indicated an interest in acquiring the office
equipment which remained at the 4,000 square foot office after the
Jan. 19, 2008 auction sale.  PennyMac offered the case trustee
$55,000 for this equipment, which is more than the auction sale
price of substantially similar equipment at the auction and
substantially more than the auctioneer was willing to pay for the
property.

The case trustee has no need for the remaining office equipment
since he has now vacated the remaining office space and has fully
wound down the QHL business operations.  Thus, the case trustee
must dispose of these assets.  The case trustee has investigated
values for the property and has found that the PennyMac offer is
the highest and best offer for the sale of the property.

                      About Quality Home Loans

Based in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com/-- is a residential hard money       
lender.  The company does business as Clear Credit Capital, Last
Chance Home Loans, Last Option Lending, and Q.H.L. Investments.

The company and its debtor-affiliates filed for Chapter 11
protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case Nos. 07-
13003 through 07-13006).  William N. Nobel, Esq., and Mike D.
Neue,
Esq., at Irell & Manella LLP, represent the Debtors in their
restructuring efforts.  Eric. E. Sagerman, Esq., and David L.
Wilson III, Esq., at Winston & Strawn LLP, act as counsels to the
Official Committee of Unsecured Creditors.  David Gould was
appointed by the Court as chapter 11 trustee.  Lewis R. Landau,
Esq., at Lewis R. Landau Attorney at Law is general bankruptcy
counsel and Irell & Manella LLP is special counsel to the chapter
11 trustee.  The Debtors' schedules disclose total assets of
$130,319,336 and total debts of $177,043,476.


QUEBECOR WORLD: Seeks Nod on $100MM Local Insight Printing Deal
---------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates sought the  
authority of the U.S. Bankruptcy Court for the Southern District
of New York to enter into and perform the obligations under a
master agreement for printing services between the Debtor Quebecor
World (USA) Inc., and Local Insight Media Holdings, Inc.

QWUSA prints directories for Local Insight under three contracts;
two of which are due to expire in the last quarter of 2008, and
the third of which is set to expire at the end of 2011.

Because of the pending expiration of two of the contracts, and
because the parties were also interested in expanding their
business relationship, the parties decided to negotiate the
terms of a new, long-term relationship that would supersede the
existing contracts.  Thus, the parties entered into the master
agreement for printing services.

The Debtors' counsel, Michael J. Canning, Esq., at Arnold &
Porter LLP, in New York, said sales volume of the Printing
Agreement over the course of its term is estimated at
approximately $100,000,000.

The Printing Agreement expands and extends a critically important
relationship with Local Insight, and  will provide QWUSA with
substantial revenue and earnings, Mr. Canning told the Court.  
He adds that the Printing Agreement contains terms, which are
fair and reasonable in the industry.  He further tells the Court
that the Printing Agreement provides for QWUSA to undertake new
work for Local Insight that is not being produced under the
present contracts.

The terms of the Printing Agreement are confidential; however,
Mr. Manning said the Debtors will make it available on a
confidential basis to the Official Committee of Unsecured
Creditors, the Ad-Hoc Group of Noteholders, and the
Administrative Agent for the Debtors' Prepetition Lenders, and
the Court.

"We are pleased to expand the scope of our printing relationship
with Quebecor World," said Scott Pomeroy, President and CEO of
Local Insight Media.  "In addition to meeting our growing need for
high-quality printed directories across a geographically diverse
footprint, this agreement will enable us to realize significant
operational efficiencies and enhance our competitiveness."

"Local Insight Media is an innovative directory publisher with a
broad geographic footprint that demands multi-plant manufacturing
and places a high premium on cycle time," said Jacques Mallette,
President and CEO Quebecor World Inc.  "At Quebecor World, we are
pleased to commit to meeting Local Insight Media's needs and
supporting their growth in all their markets for many years to
come."

Kevin J. Clarke, President of the Quebecor World Publishing
Services Group commented, "Local Insight Media and Quebecor World
share a history of success, beginning with our relationship with
their CBD Media directories business.  We are delighted that they
have chosen to significantly grow their business with us.  We are
committed to continuing to deliver superior products and service
to Local Insight Media in the years ahead."

                     About Local Insight Media  

Local Insight Media Holdings, Inc. --
http://www.localinsightmedia.com/-- provides lead-generating  
directory and local search solutions for 370,000 businesses in
the U.S. and the Caribbean.  Through its operating subsidiaries
and affiliated companies, Local Insight Media owns and operates
seven yellow pages and local search companies, including The
Berry Company LLC, which it acquired in April 2008.  Now the
fifth largest directory publisher in the United States, Local
Insight Media provides print and online directories in 42 states,
Puerto Rico and the Dominican Republic, generating more than
$700 million in pro forma annual revenue.  It is also the largest
provider of outsourced directory services to incumbent telephone
companies in the United States.

Local Insight Media is a portfolio company of Welsh, Carson,
Anderson & Stowe ("WCAS"), which is one of the largest and most
successful private equity investment firms in the United States.  
Since its founding in 1979, WCAS has organized 14 limited
partnerships with total capital of over $16 billion.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


QUEBECOR WORLD: Wants to Engage Watson Wyatt as Actuary
-------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates sought the authority
of the U.S. Bankruptcy Court for the Southern District of New York
to employ Watson Wyatt & Company, nunc pro tunc to Aug. 1, 2008,
to provide actuarial and other consulting services for their
pension and health and welfare plans, and human resources
consulting services.

Before the bankruptcy filing, Watson Wyatt, through its affiliate
Watson Wyatt Canada, ULC, was engaged by the Debtors.  Watson
Wyatt has continued to provide postpetition services to the
Debtors as an ordinary course professional.  Recently, Watson
Wyatt has exceeded the $50,000 OCP Limit, and anticipates that it
will also  exceed the OCP Limit for July 2008.  Watson Wyatt
further expects that it will exceed the aggregate OCP Limit of
$500,000 over the course of the Debtors' Chapter 11 cases.  

Accordingly, the Debtors now seek to employ Watson & Wyatt as a
retained professional in their Chapter 11 Cases pursuant to
Sections 327(a) and 328(a) of the Bankruptcy Code.

As Pension and Benefits Consultants, Watson Wyatt will provide
consulting services needed in connection with:

   (a) ongoing group and healthcare consulting support;
   (b) FAS 106 valuation consulting;
   (c) post-retirement benefit consulting;
   (d) SERP and restoration plan consulting;
   (e) FAS 87 valuation consulting; and
   (d) non-trust retirement consulting.

The Debtors will pay Watson Wyatt according to its customary
hourly rates are:

   Professional                                Hourly Rate
   ------------                                -----------
   Account Management/Senior Consultant        $500 - $625
   Consultant                                  $320 - $500
   Analyst and Senior Analyst                  $195 - $320
   Support Personnel                           $140 - $195

The Debtors will also reimburse Watson Wyatt for expenses
incurred in connection with providing professional services to
the Debtors.

David D. Burke, a retirement practice director at Watson Wyatt,
assures the Court that his firm is a "disinterested person," as
that term is defined in Section 101(14), as modified by Section
1107(b).

Mr. Burke disclosed that Watson Wyatt incurred $450,000 in fees
in connection with prepetition services it provided to the
Debtors.  He adds that Watson Wyatt received $81,500 from the
Debtors in the ordinary course of business during the 90-day
period before the Petition Date.  Watson Wyatt agreed that if its
retention is approved, it will waive all of its prepetition
claims totaling $310,000.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


QUEBECOR WORLD: Resolves Sharper Image's $3.8 Million Claim
-----------------------------------------------------------
Quebecor World (USA) Inc., and TSIC, Inc., formerly Sharper Image
Corporation, are parties to an amended and restated printing
agreement, dated Jan. 5, 2007.

Under the Printing Agreement, QWUSA asserts a $3,800,000 claim
against TSIC on account of certain printing services it provided
to TSIC.  QWUSA argues that its Claim is secured by a valid,
binding, enforceable and duly perfected lien on, and security
interest in certain paper that is currently in its possession.

TSIC disputes that QWUSA's Lien is valid, perfected and
enforceable and asserts that the QWUSA Lien may be a voidable
transfer under the Bankruptcy Code and that TSIC has a priority
security interest in the Paper.

TSIC wishes to sell the Paper to a third-party for a purchase
price of $460,000 and has requested QWUSA's consent to the Sale
of the Paper free and clear of any liens, claims, encumbrances.

To effectuate the Sale of the Paper in an expeditious manner and
resolve the disputes relating to the Parties' rights, claims and
interests in the Paper on a consensual basis, the Parties have
agreed to divide the proceeds of the Sale.

The parties agreed that:

   (a) QWUSA will consent to the Sale of the Paper by TSIC free
       and clear of any liens, claims, encumbrances or other
       rights to or claims against the Paper that QWUSA asserts
       now or may assert in the future;

   (b) upon consummation of the Sale of the Paper, the gross
       Proceeds of the Sale will be divided between the Parties,
       with QWUSA to receive 80% of the gross Proceeds and TSIC
       to receive 20% of the gross Proceeds;

   (c) upon consummation of the Sale of the Paper and QWUSA's
       receipt of QWUSA's Share, QWUSA will satisfy a brokerage
       commission of 3% of the Purchase Price totaling $13,802
       due to Go2Paper, the auctioneer used by TSIC in connection
       with the Sale, with the Commission payable from QWUSA's
       Share;

   (e) QWUSA agrees not to charge any fee to either TSIC or the
       Third-Party Purchaser for QWUSA's handling of the Paper;
       and

   (d) the amount of the QWUSA Claim will be reduced by the
       amount of QWUSA's Share net payment of the Commission.

QWUSA, accordingly, asked the U.S. Bankruptcy Court for the
Southern District of New York  to approve the stipulation.

                    About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of UnsecuredCreditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.  

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.  

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


QUEBECOR WORLD: To Sell Ontario Lot to Broccolini for C$3,350,000
-----------------------------------------------------------------
Ernst & Young, Inc., the Court-appointed monitor of Quebecor
World Inc., and its affiliates' reorganization proceedings under
the Canadian Companies' Creditors Arrangement Act, reported that
QWI intends to sell a parcel of real property located at 975
Gladstone Avenue, in Ottawa, Ontario, to Broccolini Construction
(Ontario), Inc., for C$3,350,000.

The Applicants have sought and obtained the Canadian Court's
permission to sell the property.

According to E&Y, there is extensive underground environmental
contamination as well as interior asbestos insulation at the
Ottawa Property.  The underground contamination is currently
encroaching upon an adjoining public property with an unknown
extent of off-site contamination.  Partial demolition is required
to remediate the building.  Presently, the Applicants spend
C$50,000 annually on a program that monitors and prevents further
migration of the contamination.

QWI has marketed the Ottawa Property for sale through a real
estate broker, Colliers Macaulay Nicolls (Ontario) Inc., since
January 2005.  During the sale and marketing process, QWI
received offers from different parties but none of the proposed
sales closed given the environmental contamination of the Ottawa
Property and the difficulty encountered by potential purchasers
in obtaining financing.  In December 2007, Broccolini presented
QWI with an offer to purchase the Ottawa Property.  After
extensive negotiations, the parties entered into a purchase and
sale agreement on Feb. 22, 2008, which was subsequently
amended on April 22, 2008, and July 9, 2008.

A full-text copy of the Broccolini Sale Agreement is available
for free at http://ResearchArchives.com/t/s?303f

The major terms and conditions of the Ottawa Sale Agreement are:

   (a) QWI and Broccolini initially agreed to a purchase price
       of C$3,500,000 with QWI retaining liability for any off
       site environmental contamination.  Following further
       negotiations, Broccolini subsequently agreed to assume all
       environmental liabilities in consideration for a C$150,000
       reduction in the purchase price.

   (b) QWI contemplated to pay a C$100,000 breakage fee to
       Broccolini in the event that a Court approval and vesting
       order is not obtained.

   (c) The Ottawa Property is being sold on an "as is, where is"
       basis.

   (d) The sale will close on Aug. 18, 2008.

QWI estimates that its closing costs, including legal and broker
fees, will total approximately C$200,000.

E&Y said the the sale will allow QWI to divest of a non-core and
redundant asset and mitigate the Applicants' exposure to the
environmental liabilities associated with the Ottawa Property.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


QUEBECOR WORLD: Trade Creditors Sell 32 Claims Worth $17,476,366
----------------------------------------------------------------
In July 2008, the Clerk of the U.S. Bankruptcy Court for the
Southern District of New York recorded 32 claim transfers
totaling $17,476,366 in the bankruptcy case of Quebecor World Inc.
and its debtor-affiliates:

   (a) Sierra Liquidity Fund, LLC
   
       Transferor                               Claim Amount
       ----------                               ------------
       Yale Kentuckiana, Inc.                      $59,954
       BE Equipment, Inc.                           20,778
       Indoor Environment Services                  19,496
       Hilton Fort Collins                          10,299
       Madesafe                                      6,048
       Culligan of Dixon                             4,927
       Prime Trailer Leasing                         3,293
       Orion Registrars, Inc.                        3,625
       Nixco Plumbing, Inc.                          3,607
       Professional Print & Mail, Inc.               2,731
       Rochester Midland Corp                        1,369
       Barcom, Inc.                                  1,302
       Gilson Graphics                               1,158

   (b) Riverside Claims LLC
   
       Transferor                               Claim Amount
       ----------                               ------------
       Yankee Pallet Products, Inc.               $105,730
       SDS Transportation                           16,775
       SAV Express                                   6,800
       Coast to Coast Express                        6,500
       Culligan of Dixon                             4,927
       Fine Transport Inc.                           2,750
       Gregory Logistics, Inc.                       1,975
       Knudsen Logistics, Inc.                       1,325
       
   (c) Bank of America, NA
   
       Transferor                               Claim Amount
       ----------                               ------------
       American Home Assurance Company           $4,228,412
       National Union Fire Insurance Company      2,086,888
       Air Stamping, Inc.                           110,543
       WESCO Distribution Corp.                      68,409
       
   (d) Hain Capital Holdings, Ltd.
   
       Transferor                               Claim Amount
       ----------                               ------------
       Catalyst Paper (USA) Inc.                 $3,040,214
       Central National-Gottesam (USA) Inc.       1,407,278

   (e) Debt Acquisition Company of America V, LLC

       Transferor                               Claim Amount
       ----------                               ------------       
       Computer Component Repair Service               $914
       Western Tool Supply                              599
                                                                                                                                                                                                                     
   (f) Merrill Lynch Credit Products LLC

       Transferor                               Claim Amount
       ----------                               ------------
       Blue Heron Paper Company                  $1,327,168

   (g) CCP Credit Acquisition Holdings
   
       Transferor                               Claim Amount
       ----------                               ------------
       Deutsche Bank Securities Inc.             $4,339,174

   (h) Hain Capital Holdings, Ltd.
   
       Transferor                               Claim Amount
       ----------                               ------------
       Fortran Graphics, Inc.                      $252,118

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


RADIOSHACK CORP: Moody's Affirms Ba1 CF Rating; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed RadioShack Corporation's Ba1
Corporate Family Rating and SGL-1 Speculative Grade Liquidity
rating; the outlook is stable.

The affirmation of the Ba1 Corporate Family Rating considers that
despite the weakening in leverage metrics that will occur
following the closing of RadioShack's announced convertible debt
offering of up to $350 million, the company continues to be well-
positioned in the Ba1 rating category, "Improvements in operating
performance over the past 18 months generated sufficient cushion
at this rating level such that this transaction has no immediate
impact on RadioShack's ratings or outlook", stated Moody's Senior
Analyst Charlie O'Shea.

RadioShack's ratings and outlook continue to reflect the company's
nationwide franchise including its 4,439 retail stores, and its
somewhat unique product mix, especially in the peripheral and
accessories segments.  At the same time, the rating and outlook
acknowledge the continuing competitive challenges the company
faces from the discounters such as Wal-Mart and Target, home
electronics superstores such as Best Buy and Circuit City,
warehouse clubs such as Sam's Club and Costco, as well as
proprietary cellular phone retailers.

The affirmation of the SGL-1 speculative grade liquidity rating
reflects RadioShack's very good liquidity which is supported by
significant cash balances, healthy free cash flow, and significant
availability under the committed $625 million in unsecured credit
facilities.

Ratings affirmed:

  -- Corporate Family Rating of Ba1

  -- Probability of Default Rating of Ba1

  -- Senior unsecured notes at Ba2 (LGD 4, 55%)

  -- Speculative Grade Liquidity rating of SGL-1

RadioShack Corporation, headquartered in Fort Worth, Texas, is a
leading retailer of consumer electronics and peripherals, as well
as a large retailer of cellular phones. Its retail network include
4,439 retail stores, 721 kiosks, and 1,444 dealer and other
outlets throughout the United States, and generated LTM June 2008
revenues of $4.27 billion.


RAJ SHARMA: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Raj Sharma
        1100 Taraya Way
        Hercules, CA 94547

        Mohamed Shaheed
        1100 Taraya Way
        Hercules, CA 94547

Bankruptcy Case No.: 08-44296

Chapter 11 Petition Date: August 8, 2008

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Marc Voisenat, Esq.
                  (voisenat@msn.com)
                  Law Offices of Marc Voisenat
                  1330 Broadway #1035
                  Oakland, CA 94612
                  Tel: (510) 272-9710

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/NCnb08-44296.pdf


SAINT ANNES CLUB: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Saint Annes Club, LLC
        36 West Sarazan Blvd.
        Middletown, DE 19709

Bankruptcy Case No.: 08-11855

Type of Business: The Debtor owns and operates golf courses.

Chapter 11 Petition Date: August 12, 2008

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Shannon D. Leight, Esq.
                     Email: sleight@ciardilaw.com
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square, Ste. 1930
                  2005 Market St.
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  http://www.ciardilaw.com/

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

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

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
SGM                                                  $186,000
P.O. Box 737
Middletown, DE 19709

Midatlantic Machinery, Inc.    construction          $120,919
P.O. Box 8500-41125
Philadelphia, PA 197178-1125

Tebco Irrigation               construction          $102,560
16509 Nottingham Rd.
Upper Marlboro, MD 20772

Star Rock Farms                construction          $63,400

Bridge Builders, USA, Inc.     construction          $40,000

Lemper's Landscaping, Inc.     construction          $24,403

Harrell's Turf Specialty       construction          $19,282

Apgar Turf Farm                construction          $14,080

United Rentals                 construction          $8,852

Lucks Sales Associates, Ltd.   construction          $4,637

UAP Distribution               construction          $2,994

Maryland Materials, Inc.       construction          $2,702

Fisher & Sons Co.              construction          $1,124

D.M. Stolzfus & Sons, Inc.                           $1

Egypt Farms                                          $1

Godwin Pumps                                         $0

Middletown Materials, Inc.                           $0

U.S. Silica Co.                                      $0


SEMGROUP LP: Alon Demands Return of $39,737,181 Products
--------------------------------------------------------
Alon USA, L.P., an independent refiner and marketer of petroleum
products, delivered to SemMaterials, L.P., high sulfur gas oil
and vacuum tower bottom products for $39,737,181, on credit
before the bankruptcy filing.

On July 24, 2008, Alon sent a written demand to SemMaterials for
the immediate return of the goods it delivered pursuant to
Section 546(c) of the Bankruptcy Code.  Alon determined that
certain invoices had already been paid, and certain unpaid
invoices had been omitted for the reclaimed goods.  

Alon complained that SemMaterials has not returned the reclaimed
goods.  Marc J. Phillips, Esq., at Connoly Bove Lodge & Hutz LLP,
in Wilmington, Delaware, asserted that the reclaimed goods were in
the custody of SemMaterials at the time it received the
reclamation demand.

Accordingly, Alon asked the U.S. Bankruptcy Court for the District
of Delaware to order SemMaterials to return the reclaimed goods.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: Enterra, et al., Disclose Financial Exposures
----------------------------------------------------------
Enterra Energy Trust, NAL Oil & Gas Trust, and TRAFINA Energy
Ltd., disclosed potential financial exposures in the bankruptcy
case of SemGroup L.P. and its debtor-affiliates.

A. Enterra Energy

Enterra Energy Trust has a potential financial exposure of up to
$10 million primarily from oil and gas sales to subsidiaries of
SemGroup L.P. in Canada and the U.S. during the months of June and
July 2008.  A financial instrument held in Canada with SemGroup
offsets a substantial portion of this exposure.

On July 22, 2008, certain of the U.S. subsidiaries of SemGroup
filed for protection under Chapter 11 of the U.S. Bankruptcy Code
and two Canadian SemGroup subsidiaries filed for creditor
protection under the Canadian Companies' Creditors Arrangement
Act.  In Oklahoma, Enterra sells roughly 900 barrels of oil
equivalent per day to SemGroup and in Canada the Trust sells
approximately 1,000 barrels per day of crude to SemGroup.  In
addition, Enterra participates in a joint venture crude oil
blending facility in Canada with SemGroup.

Enterra is currently working with SemGroup to ensure that the
Trust's exposure is minimized.  While the amounts owed by SemGroup
to the Trust are held in abeyance during the court-supervised
restructuring processes, Enterra is reasonably confident of the
recovery of most, if not all, the amounts owing to it from
SemGroup.  Similarly, the Trust believes its go-forward business
with SemGroup is established on terms that are in the normal
course.  The delayed receipt and even the possible loss of funds
owed to Enterra at July 22, 2008 while unsatisfactory, does not
threaten the financial viability of the Trust or any of its
individual businesses.

In the U.S., Enterra believes that its production for much of the
period in question will be a high priority debt as SemGroup
reorganizes.  Further, Enterra's Oklahoma subsidiary has
applied for status under SemGroup's court approved Critical
Supplier Protection Program which is intended to keep whole
suppliers who continue to sell product to SemGroup over the next
six months, and may include full and immediate payment for
products shipped before the Chapter 11 filing.

In Canada, Enterra has agreed with SemGroup that while SemGroup is
operating under CCAA protection, Enterra will continue to ship
product and operate the joint blending facility on the basis of
pre-payment for such production and operations.  On Monday, July
28, 2008, Enterra received payment for production and operations
for the period of July 22 through Aug. 25, 2008.

Enterra will provide further significant information regarding
this matter as it becomes available.

B. NAL Oil & Gas Trust

NAL Oil & Gas Trust announced today that the trust  has a
potential exposure of between $3.5 million and $7.5 million from
oil, butane and condensate sales to SemCanada Crude Company, a
subsidiary of SemGroup, L.P. for the marketing of a portion of
NAL's oil production.


NAL management has retained legal counsel and continues to have
discussions with SemCanada and its Monitor to best manage and
resolve this matter.  NAL is currently uncertain what portion
of the exposure may be collectible, but the amount is not
considered significant to NAL's financial position.

C. TRAFINA Energy Ltd.

TRAFINA Energy Ltd. said that it has potential exposure of
approximately $480,000 to SemCanada Energy Company and SemCanada
Crude Company, both subsidiaries of SemGroup, L.P., relating to
the marketing of a portion of the Company's natural gas for the
month of June, 2008 and crude oil production for the period June,
2008 up to July 22, 2008.

At this time, TRAFINA is not able to quantify the portion, if any,
that may be recovered, however it will pursue all reasonable means
available to recover amounts owing to the company.  TRAFINA has
made alternative arrangements for the marketing of the portion of
natural gas previously marketed by SemCanada and SemCanada Crude.

                          About TRAFINA

TRAFINA Energy Ltd. (TSX VENTURE:TFA.A) is a junior oil and gas
company based in Calgary, Alberta.  It is primarily a natural gas
producer, with its main areas of interest being in Wetaskiwin,
Jenner, Carson Creek/Judy Creek and Bindloss; all of which are
located in Alberta.  TRAFINA's shares trade on the TSX Venture
Exchange under the stock symbol TFA.A.

                     About NAL Oil & Gas Trust

NAL Oil & Gas Trust (TSX:NAE.UN) is an open-end investment trust
that generates distributions through the acquisition, development,
production and marketing of oil, natural gas and natural gas
liquids.  The Trust owns high quality assets in British Columbia,
Alberta, Saskatchewan and Ontario.  Trust units trade on the
Toronto Stock Exchange under the symbol "NAE.UN".

                     About Enterra Energy Trust

Enterra Energy Trust (TSX: ENT.UN) (NYSE: ENT) is an exploration
and production oil and gas trust based in Calgary, Alberta.  The
Trust acquires, operates and exploits petroleum and natural gas
assets principally in western Canada and in Oklahoma, U.S.A.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: Eagle Rock Asserts $6 Million Claim on June Sales
--------------------------------------------------------------
Eagle Rock Energy Partners, L.P. said in a public statement that
it has an approximately $6 million receivable from certain
subsidiaries of SemGroup, L.P., related to its June sales of
condensate.

In July 2008, SemGroup filed petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code and accordingly, the
Partnership's receivable associated with its June sales of
condensate represents a pre-bankruptcy claim.  The Partnership is
seeking payment of its June receivable as a critical supplier to
SemGroup under SemGroup's Supplier Protection Program.

During July 2008, the Partnership sold, pre-bankruptcy, and
continued to sell, post-bankruptcy, condensate to SemGroup,
primarily from the Partnership's Texas Panhandle and East Texas
midstream systems.  The Partnership's financial exposure for its
July sales of condensate currently is approximately $5 million to
$6 million.  The Partnership is evaluating its ability to collect
on its July 2008 sales in light of SemGroup's bankruptcy.  The
Partnership will continue to monitor SemGroup's situation and
will sell condensate to alternate purchasers should it become
necessary.

                        About Eagle Rock

Eagle Rock Energy Partners, L.P. (Nasdaq GS:EROC) is a growth-
oriented master limited partnership engaged in three businesses:
a) midstream, which includes (i) gathering, compressing, treating,
processing, transporting and selling natural gas, and (ii)
fractionating and transporting natural gas liquids; b) upstream,
which includes acquiring, exploiting, developing, and producing
crude oil and natural gas interests; and c) minerals, which
includes acquiring and managing fee minerals and royalty
interests.  Its corporate office is located in Houston, Texas.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: Three Parties Respond to Cash Collateral Motion
------------------------------------------------------------
Prima Exploration, Inc., and Kirby Corporation, in separate
filings, asked the U.S. Bankruptcy Court for the District of
Delaware to deny a cash collateral motion of SemGroup L.P. and its
debtor-affiliates.

TransMontaigne Partners L.P., which alleges to have a lien and
security interest in petroleum products pursuant to servicing
agreements with SemMaterials, L.P., reserved all of its rights,
including the right to withhold or suspend providing services to
SemMaterials, in the event that SemMaterials will not be able to
provide adequate protection for TransMontaigne's interest in the
collateral.

Prima Exploration complained that the motion seeks to elevate the
administrative claims of professionals over the administrative
claims of other entities.  Prima added that the Motion grants
rights to lenders, effecting in the subordination of its security
interests and eliminating its timely exercised reclamation
rights.  Prima insisted that, by virtue of its claims totaling
$5,767,352 for oil purchased by SemCrude, L.P., it is on equal
footing with the professionals and other administrative
claimants, and does not consent to the subordination of its
claims.

Kirby Corporation objected to the Cash Collateral Motion to the
extent the Debtors intend to terminate their right to pay
administrative expenses, as well as the granting of super-
priority administrative expense claims to prepetition secured
Lenders as adequate protection, to the extent that the claims
deprive the Debtors' ability to pay its postpetition operating
costs.

Kirby Corporation, a party to an agreement under which the
Debtors charter Kirby's barges and vessels to transport asphalt
and fuel oil, says the Debtors were in default under the Charter
for failure to pay $949,659 in charter hire and other charges.  
According to Kirby, the terms of Cash Collateral Interim Order
eliminate the Debtors' ability to pay Kirby's administrative
claims once a default, occurs, despite benefiting from the
postpetition goods and services.

Furthermore, Kirby objected to the prohibition of the imposition
of preservation costs, to the extent that it prevents a charge
for goods and services.

          Debtors & BofA Address Term Lenders' Concerns

In separate filings, the Debtors and the Bank of America, N.A.,
as administrative agent for certain of the Debtors' prepetition
lenders, addressed the objections raised by the Debtors'
prepetition term loan lenders.

The Debtors told the Court that payment of the Term Lenders'
professional fees and expenses is not adequate protection under
the Bankruptcy Code.  Any adequate protection to the Term Lenders
is determined by the requirements of the Bankruptcy Code, and not
on any consensual negotiations by secured creditors, Martin A.
Sosland, Esq., at Weil, Gotshal & Manges LLP, in Dallas, Texas,
argued on behalf of the Debtors.  The payment of the
administrative agent's professional fees and expenses is not
grounds for the payment of the same to the Term Lenders on an
ongoing basis under the credit facility, he added.

According to the Debtors, the terms of the credit facility do not
support paying the Term Lenders' professional fees and expenses
incurred in connection with the Debtors' Chapter 11 cases.

BofA told the Court that it does not take position on the Term
Lenders' request for payment of the fees and expenses of its
professionals.  However, BofA sought to clarify the record
regarding certain provisions of the Prepetition Loan Documents
and their implications as they relate to the issues before the
Court.

BofA's counsel, Laurie Seiber Silverstein, Esq., at Potter
Anderson & Corroon LLP, in Wilmington, Delaware, pointed out that
the Term Lenders' demand is based on false premises.  The Term
Lenders insisted that their security interests and secured claims
are distinct from those of other lenders under the Credit
Agreement, and assert that BofA serves in a mere "administrative
capacity" with respect to the Prepetition Collateral.

According to Ms. Silverstein, the Debtors' Term Obligations share
precisely the same rights with respect to the Prepetition
Collateral as the Revolver Obligations, as stated in the plain
terms of the Prepetition Loan Documents.  Moreover, the liens and
security interests in the Prepetition Collateral are granted to
BofA as secured party for its benefit, and for the benefit of the
respective Lenders under the Prepetition Credit Agreement.  
Hence, BofA is charged with significant control over and
discretion with respect to the Prepetition Collateral.

Ms. Silverstein contended that payment of BofA's fees and expenses
of professionals is part of the adequate protection granted to
BofA for its benefit, as well as the benefit of all the Lenders,
as a condition to the Debtors' use of cash collateral.  Pursuant
to Section 506(b) of the Bankruptcy Code, when a prepetition
claim is oversecured, the allowed amount of the secured claim may
increase, securing that claim to include any reasonable fees,
costs or charges.  Reasonable attorneys' fees become part of the
secured creditors allowed secured claim.  BofA, the
Administrative Agent is receiving reimbursement of professional
fees as a condition to authorizing the use of cash collateral,
Ms. Silverstein clarified.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SHARPER IMAGE: Settles $3.8 Million Claim Against Quebecor World
----------------------------------------------------------------
Quebecor World (USA) Inc., and TSIC, Inc., formerly Sharper Image
Corporation, are parties to an amended and restated printing
agreement, dated Jan. 5, 2007.

Under the Printing Agreement, QWUSA asserts a $3,800,000 claim
against TSIC on account of certain printing services it provided
to TSIC.  QWUSA argues that its Claim is secured by a valid,
binding, enforceable and duly perfected lien on, and security
interest in certain paper that is currently in its possession.

TSIC disputes that QWUSA's Lien is valid, perfected and
enforceable and asserts that the QWUSA Lien may be a voidable
transfer under the Bankruptcy Code and that TSIC has a priority
security interest in the Paper.

TSIC wishes to sell the Paper to a third-party for a purchase
price of $460,000 and has requested QWUSA's consent to the Sale
of the Paper free and clear of any liens, claims, encumbrances.

To effectuate the Sale of the Paper in an expeditious manner and
resolve the disputes relating to the Parties' rights, claims and
interests in the Paper on a consensual basis, the Parties have
agreed to divide the proceeds of the Sale.

The parties agreed that:

   (a) QWUSA will consent to the Sale of the Paper by TSIC free
       and clear of any liens, claims, encumbrances or other
       rights to or claims against the Paper that QWUSA asserts
       now or may assert in the future;

   (b) upon consummation of the Sale of the Paper, the gross
       Proceeds of the Sale will be divided between the Parties,
       with QWUSA to receive 80% of the gross Proceeds and TSIC
       to receive 20% of the gross Proceeds;

   (c) upon consummation of the Sale of the Paper and QWUSA's
       receipt of QWUSA's Share, QWUSA will satisfy a brokerage
       commission of 3% of the Purchase Price totaling $13,802
       due to Go2Paper, the auctioneer used by TSIC in connection
       with the Sale, with the Commission payable from QWUSA's
       Share;

   (e) QWUSA agrees not to charge any fee to either TSIC or the
       Third-Party Purchaser for QWUSA's handling of the Paper;
       and

   (d) the amount of the QWUSA Claim will be reduced by the
       amount of QWUSA's Share net payment of the Commission.

QWUSA, accordingly, asks the U.S. Bankruptcy Court for the
Southern District of New York to approve the stipulation.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of UnsecuredCreditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.  

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.  

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.


STANDARD PACIFIC: Posts $248.2 Million Net Loss in 2008 2nd Qtr.
----------------------------------------------------------------
Standard Pacific Corp. incurred a net loss of $248.2 million for
the second quarter ended June 30, 2008, compared to a net loss of
$165.9 million in the second quarter of 2007.  

Homebuilding revenues from continuing operations for the 2008
second quarter were $410.6 million versus $660.9 million last
year.  The 38% decrease in homebuilding revenues for the 2008
second quarter was primarily attributable to a 19% decrease in new
home deliveries (exclusive of joint ventures and discontinued
operations), a 10% decrease in consolidated average home price to
$327,000 and a $101.4 million year-over-year decrease in land sale
revenues.

The company's results for the 2008 second quarter included pretax
impairment charges of $149.2 million, or $93.5 million after tax.
The impairment charges consisted of: $127.4 million related to
ongoing consolidated real estate inventories; $1.6 million related
to land sold or held for sale; $14.3 million related to the
company's share of joint venture impairment charges; and
$5.9 million related to land deposit and capitalized
preacquisition cost write-offs for abandoned projects.

In addition, the 2008 second quarter operating results also
included a noncash charge of $130.9 million related to an increase
in the company's deferred tax asset valuation allowance, and a
noncash charge of $9.1 million related to the early extinguishment
of $128.5 million of homebuilding debt exchanged for warrants to
purchase Senior Preferred Stock.  Excluding these charges, the
company generated a loss of $14.7 million.

               Equity Investment and Debt Reduction

As previously disclosed, the company closed the first phase of its
$530 million equity commitment from MatlinPatterson Global
Advisors LLC and amended its revolving credit facility and term
loans (the "Credit Facilities").  As a result of paying down a
portion of the Credit Facilities and extinguishing debt previously
owned by MatlinPatterson, the company was able to reduce its
aggregate homebuilding debt balance during the 2008 second quarter
by $156.3 million, net of approximately $47.7 million of project
specific debt assumed in conjunction with the unwinding of one
Southern California joint venture, and ended the 2008 second
quarter with $572.4 million of homebuilding cash on its balance
sheet.

                       Inventory Reduction

As a result of the continued focus on inventory reduction
initiatives, Standard Pacific's owned or controlled lot position
stood at approximately 29,135 lots (including discontinued
operations) at June 30, 2008, a 44% reduction from the year ago
level and a 61% decrease from the peak lot count at Dec. 31, 2005.

                       Joint Venture Update

The company purchased and unwound two Southern California joint
ventures during the 2008 second quarter for aggregate net cash
payments totaling approximately $53.0 million and the assumption
of approximately $47.7 million of joint venture debt.  In
addition, the company and its joint venture partner unwound a
third Southern California joint venture whereby each partner
purchased approximately 50% of the lots from the joint venture, of
which the company paid approximately $30.3 million.  The company
also made a $775,000 loan remargin payment related to one Southern
California joint venture during the 2008 second quarter.  

As a result of these and other actions, the company saw its
absolute level of joint venture debt decrease by $136.6 million
during the 2008 second quarter to $507.3 million.  Subsequent to
June 30, 2008, the company exited two Northern California joint
ventures that had joint venture debt totaling $29.3 million for a
combined payment of approximately $3.3 million.  

                        Financial Services

In the 2008 second quarter, the company's financial services
subsidiary generated a pretax loss of approximately $1.4 million
compared to pretax income of $187,000 in the year earlier period.
The decrease in profitability was driven primarily by a 40% lower
level of loans sold during the 2008 second quarter.  The decrease
in loan sales was primarily the result of a decrease in new home
deliveries in the markets which the company's financial services
subsidiary operates combined with a temporary transition to
brokering all loans as the availability of credit became more
constrained for the company's mortgage operations.  

                     Discontinued Operations

During the fourth quarter of 2007, the company sold substantially
all of its Tucson and San Antonio assets.  The company is actively
marketing the remaining assets of these divisions for sale and it
is the company's intention to fully exit these markets.  

Net losses from discontinued operations for the three months ended
June 30, 2008 and 2007 were $745,000 and $17.1 million,
respectively.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$3.02 billion in total assets, $1.98 billion in total liabilities,
$25.3 million in minority interests, and $1.01 billion in total
stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?30b9

                   About Standard Pacific Corp.

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE: SPF) -- http://www.standardpacifichomes.com/-- operates
in many of the largest housing markets in the country with
operations in major metropolitan areas in California, Florida,
Arizona, the Carolinas, Texas, Colorado and Nevada.  The company
also provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage Inc., SPH Home Mortgage and SPH Title.  

                  Below Investment Grade Ratings

As reported in the Troubled Company Reporter on May 22, 2008,
Fitch Ratings has downgraded Standard Pacific Corp.'s ratings as:
(i) issuer default rating to 'B-' from 'B+'; (ii) senior unsecured
to 'B-/RR4' from 'B+/RR4'; (iii) unsecured borrowings under its
bank revolving credit facility to 'B-/RR4' from 'B+/RR4'; and (iv)
senior subordinated debt to 'CCC/RR6' from 'B-/RR6'.

As reported in the Troubled Company Reporter on May 20, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B-' from 'B+'.  At the same time, S&P lowered the subordinated
debt rating to 'CCC' from 'B-' and placed all ratings on the
company on CreditWatch with negative implications.  These actions
affect approximately $1.3 billion of unsecured notes.

As reported in the Troubled Company Reporter on May 15, 2008,
Moody's lowered the ratings of Standard Pacific Corp., including
its corporate family rating to B2 from B1, its senior unsecured
notes to B2 from B1, and its senior subordinated notes to Caa1
from B3.  The SGL-3 liquidity assessment was affirmed.  The
ratings outlook is negative.


STEVE & BARRY'S: Court Approves Weil Gotshal as Attorneys
---------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has approved the application of Steve & Barry's, LLC, and
its debtor-affiliates to employ Weil, Gotshal & Manges LLP, as
their attorneys.

Weil Gotshal is expected to:

     (a) take all necessary action to protect and preserve the
         estates of the Debtors, including the prosecution of
         actions on the Debtors' behalf, the defense of any
         actions commenced against the Debtors, the negotiation
         of disputes in which the Debtors are involved, and the
         preparation of objections to claims filed against the
         Debtors' estates;  

     (b) prepare on behalf of the Debtors, all necessary motions,
         applications, answers, orders, reports, and other papers
         in connection with the administration of the Debtors'
         estates, including the motion to sell substantially all
         of the Debtors' estates;

     (c) take all necessary actions in connection with a plan of
         reorganization and related disclosure statements and all
         related documents, and any other actions as may be
         required in connection with the administration of the
         Debtors' estates; and

     (d) perform all other necessary legal services in connection
         with the prosecution of the Debtors' Chapter 11 cases.

Weil Gotshal will be paid based on its current customary hourly
rates:

         members and counsel   $650 to $950
         associates            $355 to $595
         paraprofessionals     $155 to $290

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.  No professionals have yet been
retained for the Committee.

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)


STEVE & BARRY'S: Court Approves Silverman as Conflicts Counsel
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has approved the application of Steve & Barry's, LLC, and
its debtor-affiliates to employ Silverman Acampora, LLP, as their
conflicts counsel under a general retainer.  

As conflicts counsel, Silverman will represent the Debtors with
respect to issues that would cause the Debtors to be adverse to
any of the existing clients of Weil, Gotshal & Manges LLP, the
Debtors' general bankruptcy counsel.  

Silverman was paid a $25,000 retainer in connection with its
retention as conflicts counsel.  The firm's hourly rates are:

         Attorneys          $200-575
         Paraprofessionals   $85-180

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.  No professionals have yet been  
retained for the Committee.

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)


STEVE & BARRY'S: Court Approves Conway as Financial Advisors
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approved the application of Steve & Barry's, LLC, and its
debtor-affiliates to employ Conway, Del Genio, Gries & Co., LLC as
their financial advisors.  

Conway Del Genio is expected to:

     (a) review the Debtors' current liquidity forecast and
         assist management in modifying and updating the forecast
         based upon current information, the firm's observations
         and other information as it becomes available;

     (b) gather and analyze data, interview appropriate
         management and evaluate the Debtors' existing financial
         forecasts and budgets to determine the extent of the
         Debtors' financial challenges;

     (c) assist the Debtors in developing and evaluating various
         restructuring scenarios;

     (d) assist the Debtors in the preparation, design, and
         execution of the restructuring plan;

     (e) assist the Debtors in the development of a business
         plan;

     (f) evaluate and analyze various parts of the Debtors'
         business; and

     (g) assess inventory position and management strategies and
         other key working capital drivers.

The Debtors, in turn, will:

     (i) pay Conway Del Genio $250,000 per month, which will be
         due and paid by the Debtors, beginning on the date of
         the engagement and thereafter in advance on the 10th of
         each month.  The Debtors will also pay the firm a
         retainer of $250,000 which will be applied against their
         final invoice and, to the extent unused, will be
         returned to the Debtors;

    (ii) reimburse Conway Del Genio for reasonable out-of pocket
         expenses;

   (iii) reimburse Conway Del Genio for fees and expenses
         incurred for the services requested or authorized by the
         Debtors or requested by government regulation, in
         producing legal documents.

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.  No professionals have yet been
retained for the Committee.

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)


STEVE & BARRY'S: Court Approves Asset Disposition as Advisor
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approved the application of Steve & Barry's, LLC, and its
debtor-affiliates to employ Asset Disposition Advisors LLC as
their asset disposition advisor.

Asset Disposition is expected to:

     (i) advise the Debtors regarding the disposition of selected
         non-core business assets, including designated stores
         and distribution center location inventory, furniture,
         fixtures and equipment, and advise the Debtors with         
         respect to any issues associated with any planned store
         closures;

    (ii) identify and contact proposed purchasers of assets
         located in the stores, including inventory, furniture,
         fixtures and equipment, and manage the sale process;

   (iii) review and inspect the Debtors' assets as may be
         requested from time to time by the Debtors, including,
         but not limited to inventory, fixed assets and other
         assets;

    (iv) consult, as requested by the Debtors, with the
         Debtors and the Debtors' other retained advisors as to
         the evaluation, valuation and, where appropriate,
         disposition of certain of the Debtors' intellectual
         property and other tangible and intangible assets as may
         be requested by the Debtors from time to time; and

     (v) attend meetings, as requested, with the Debtors, their
         lenders, any official or unofficial committee of
         creditors that may be appointed and other
         parties-in-interest.

Asset Disposition will be paid based on its hourly rates of:

           Paul Traub (Principal)               $725
           Barry Gold (Principal)               $675
           Steven E. Fox(Sr. Consultant)        $650
           Maura I. Russell(Sr. Consultant)     $650
           Consultants                      $310-600
           Support Staff                    $200-225

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.  No professionals have yet been
retained for the Committee.

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)


STEVE & BARRY'S: Creditors Want $1.33MM Reclamation Claims Paid
---------------------------------------------------------------
Yixing City (J.J. Garments), Weihai Jucheng Textile Co., Ltd. and
Atraco Industrial Enterprises demand the return of all goods sold
to Steve & Barry's, LLC, and its debtor-affiliates, and received
by them within 45 days before the Petition Date, pursuant to
either Section 2-702 of the Uniform Commercial Code or Section
546(c)(1) of the Bankruptcy Code:

     Creditor                                    Total Amount
     --------                                    ------------
     Yixing City (J.J. Garments)                     $744,589
     Weihai Jucheng Textile Co., Ltd.                 335,555
     Atraco Industrial Enterprises                    254,763

Weihai and Yixing make their reclamation demand without prejudice
to all other rights and remedies available to them, at law or in
equity, including their right to an allowed administrative
expense claim under Section 503(b)(9) of the Bankruptcy Code for
all goods received by the Debtors within 20 days before the
Petition Date.

Atraco reserves its rights to amend and supplement its demand for
reclamation or to file additional demands or claims.

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)


STRADA 315 LLC: Files Amended Disclosure Statement and Ch.11 Plan
-----------------------------------------------------------------
Strada 315 LLC delivered to Hon. Raymond B. Ray of the United
States Bankruptcy Court for the Southern District of Florida an
amended disclosure statement in conjunction with the amended joint
Chapter 11 plan of liquidation filed by the Debtor and Lubert-
Adler Strada Note Holder, LLC (LASNH) on July 30, 2008.

The Debtor filed a Chapter 11 plan on July 25, 2008, followed by
an amended plan on July 30, 2008.  The Debtor has until Sept. 24,
2008, to solicit acceptances of the plan.  

Plan votes must be delivered by Aug. 15, 2008, at 5:00 p.m., to
the Clerk of the Court, 299 E. Broward Blvd., Room 112 in Ft.
Lauderdale, Florida.

                       Overview of the Plan

Under the plan, LASNH will provide sufficient cash to the Debtor
allowing it to make all payments required under the plan on the
effective date; provided that the aggregate amount of payments
will not exceed the difference between $300,000 and any
professional Fee claims paid after July 24, 2008.  The Debtor
expects to pay at least $46,000 of professional fee claims between
July 24, 2008 and the amended plan's effective date.

The Debtor owes at least $19,000,000 in claims to LASNH, a private
equity firm.  On June 30, 2008, LASNH became the holder of Region
Bank's secured claim against the Debtor after the bank sold its
claims to LASNH.

In addition, LASNH will contribute to the Trust an unsecured note
made by each of the guarantors, which will provide for aggregate
payments of $250,000 in equal payments of $50,000, due until
810 days after the plan's effective date.  If LASNH is unable to
obtain the creditor note, it will substitute the note with a note
on similar terms payable by LASNH.  LASNH will further contribute
$50,000 more to the Trust.

The amended plan classifies creditors into seven classes and sub-
classes.  The classification of interests and claims are:

                 Treatment of Interests and Claims

   Class    Type of Claims
   -----    --------------
   1        Priority Unsecured Non-Tax Claims
   2.1      Secured Claim of LASNH
   2.2      Other Secured Claims
   3.1      Unsecured Claims of Mechanic Lien Holders
   3.2      Unsecured Claims of any and all other claimants
             against Debtor except Mechanic Lien Claims and
             Convenience Class Claims
   3.3      Unsecured Convenience Class Claims
   4        Interests in the Debtor

Classes 2.1, 2.2, 3.1, 3.2 and 3.3 are entitled to vote for the
plan.

Each holder of Class 1 priority unsecured non-tax claims, totaling
$46,000, will be paid in full on the plan's effective date.

Class 2.1 secured claim of LASNH will be deemed to have an
aggregate allowed claim of $19,251,004, comprised of a $14,850,000
in secured claim and a $4,401,004 in general unsecured claim, not
subject to objection or subordination.  Any Class 2.1 deficiency
claim will be treated as Class 3.2.

At the option of LASNH, each holder of Class 2.2 secured claim
will be paid in full, either:

     -- a sale of the collateral securing the claim;
     -- the transfer of the collateral to the holder of the
        claim; or
     -- an agreement reached between the holder of the claim
        and LASNH.

Class 3.1 unsecured claims of Mechanics lien claims, totaling
$3,000,000, will receive a pro rata beneficial interest in the
trust account.  In the event Class 3.1 holders vote to accept the
plan, LASNH will assign to the Trust the right to receive the
first $150,000 of distribution from the Trust on account of the
deficiency claim for the benefit of the allowed Class 3.1 claims.

Class 3.2 general unsecured claims, totaling $3,500,000, will also
receive a pro rata beneficial interest in the trust account.  In
the event Class 3.1 holders vote to accept the plan, LASNH will
assign to the Trust the right to receive the first $100,000 of
distribution from the Trust on account of the deficiency claim for
the benefit of the allowed Class 3.1 claims.

On the plan's effective date, Class 3.3 unsecured convenience
claims, totaling $3,000, will be discharged in full in turn for
cash in an amount equal to 50% of the amount of the allowed
convenience claim.

Holders of Class 4 interests will not receive any distribution
under the plan.

A full-text copy of the Debtor's amended disclosure statement is
available for free at:

               http://ResearchArchives.com/t/s?30b7

A full-text copy of the Debtor and LASNH's amended joint Chapter
11 plan of liquidation is available for free at:

               http://ResearchArchives.com/t/s?30b8

Headquartered in Delray Beach, Flordia, Strada 315 LLC is
affiliated with Delray Beach's Southpoint Realty Development.  It
owns and manages luxury condominiums.  The Debtor filed for
chapter 11 protection on Feb. 11, 2008 (Bankr. S.D. Fla. Case No.
08-11574).  Scott A Underwood, Esq., represents the Debtor in its
restructuring efforts.  The U.S. Trustee for Region 21 appointed
creditors to serve on an Official Committee of Unsecured Creditors
in these cases.  The Debtor listed assets and debts of between
$10 million and $50 million.  Its three major unsecured creditors
are Associated Steel & Aluminium, Coleman Floor Co., and Y.&T.
Plumbing Corp., with claims of less than $1 million each.


SPRINT NEXTEL: Cancels $3MM Convertible Preferred Stock Offering
----------------------------------------------------------------
Sprint Nextel Corporation disclosed that it is no longer pursuing
the private placement of cumulative perpetual convertible
preferred stock, aimed to reduce its debt.

Bloomberg News reported that Sprint Nextel chief executive officer
Dan Hesse said he made a mistake by expecting signs of a
turnaround to help win investor support for his plan to raise
$3 billion in a convertible stock sale.

The company said it decided to cancel the offering because the
terms being offered were not economically attractive due to
unfavorable market conditions.  

Bloomberg added that investors balked at the convertible preferred
stock sale, driving the shares down 14% on August 6.  The shares
rebounded after Sprint canceled the offering the following day,
saying it couldn't find the terms it sought.

On Aug. 6, 2008, Sprint Nextel said it intended to offer, subject
to market and other conditions, approximately three million shares
of cumulative perpetual convertible preferred stock through an
offering within the United States to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended.  The preferred stock will have a liquidation preference
of $1,000 per share, for an aggregate liquidation preference of
$3 billion, and will be convertible into shares of series 1 common
stock of Sprint Nextel.  Sprint Nextel also expected to grant the
initial purchasers a 30-day option to purchase up to 450,000
shares of preferred stock.

The company said it remains committed to paying down debt and
strengthening its balance sheet.

Bloomberg notes that Sprint gained 8 cents to $8.80 at 4 p.m. in
New York Stock Exchange trading.  The shares have dropped 33% this
year.

                      About Sprint Nextel
        
Sprint Nextel Corp. -- http://www.sprint.com/-- offers a           
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

                          *     *     *

The Troubled Company Reporter reported on Aug. 13, 2008, that DBRS
assigned the Sprint Nextel Corporation proposed issuance of $3.0
billion of Cumulative Perpetual Convertible Preferred Shares a
rating of BB.  The trend is Negative.


SUN-TIMES MEDIA: June 30 Balance Sheet Upside-Down by $149.5MM
--------------------------------------------------------------
Sun-Times Media Group Inc. reported Thursday its results of
operations for the second quarter ended June 30, 2008.  

At June 30, 2008, the company's consolidated balance sheet showed
$721.2 million in total assets and $870.8 million in total
liabilities, resulting in a roughly $149.5 million stockholders'
deficit.

The company reported a net loss in the second quarter of 2008 of
$37.8 million, versus net income of $528.0 million in the same
period in 2007.  The 2007 period includes the reversal of accruals
for contingent tax liabilities following a settlement reached with
the Canada Revenue Agency regarding tax issues largely related to
the disposition of certain Canadian operations in 2000.

The company reported an operating loss of $24.0 million for the
second quarter ended June 30, 2008, versus an operating loss of
$80.6 million for the second quarter of 2007.  The second quarter
operating loss includes $3.4 million of indemnification,
investigation and litigation costs, net of recoveries, a decrease
from $25.1 million in 2007.

Total operating revenues in the second quarter of 2008 were
$83.0 million, versus $94.7 million in the year-ago period.  
Advertising revenues declined 14 percent to $62.7 million from
$73.2 million in 2007.  Classified advertising fell 19 percent,
while retail and national advertising were lower by 14 percent and
11 percent, respectively.  Internet advertising revenue rose 5
percent and represented 5 percent of total advertising revenue.

Second quarter 2008 advertising revenue for the Chicago Sun-Times
was down 15 percent versus last year, while the suburban
newspapers were down 14 percent for the quarter over the same
period in 2007.

Circulation revenues were $18.8 million in the second quarter of
2008 compared with $19.7 million in 2007.  Circulation revenue for
the Chicago Sun-Times declined 4 percent while circulation revenue
for the suburban newspapers was down 5 percent.

For the six months ended June 30, 2008, operating revenue and
operating loss were $164.0 million and $49.8 million,
respectively, compared with operating revenue of $186.5 million
and an operating loss of $75.0 million for the six months ended
June 30, 2007.  

The $49.8 million operating loss in the 2008 period includes
$8.9 million of indemnification, investigation and litigation
costs, net of recoveries, $18.1 million of corporate expenses,
$12.6 million of depreciation and amortization, and
$4.6 million of one-time costs associated with reorganization and
asset write-downs.  The $75.0 million operating loss in the 2007
period includes a $2.5 million net recovery with respect to
indemnification, investigation and litigation costs, $65.6 million
of corporate expenses, and $16.2 million of depreciation and
amortization.

The company reported that its cost reduction program, announced on
Dec. 14, 2007, and continued through the first six months of 2008,
favorably affected expenses in the quarter.  The company believes
it will meet or exceed its goal of reducing operating costs by
$50.0 million this year.

"The U.S. economic downturn was tough on the newspaper industry in
the second quarter, during which many newspaper companies saw
double-digit declines in print advertising revenue," said Cyrus F.
Freidheim, Jr., chief executive officer.  "It is difficult to
predict when the economic recovery will come and what will be the
impact of the recovery on ad sales.  As a company we are taking
aggressive actions to reduce costs, conserve cash and gain share
in the declining advertising market.  We fully intend to come out
of the downturn with a cost structure, a cash balance and market
positions that will best enable us to restore our company to
financial health and competitive strength."

On June 18, 2008, the company announced that a wide-ranging
settlement agreement with its largest shareholder, Hollinger Inc.,
had been consummated.  The settlement resolved various disputes
and litigation between the company, Hollinger Inc. and Hollinger's
largest secured noteholder, Davidson Kempner Capital Management
LLC, and resulted in, among other things, the conversion of all of
Hollinger Inc.'s outstanding Class B shares to Class A shares,
thereby eliminating the 10-to-1 voting rights held by Hollinger
Inc., and the issuance of 1.499 million additional Class A shares
to Hollinger Inc.  

In connection with the consummation of the agreement, six of the
company's 11 directors resigned: William E. Aziz, Brent D. Baird,
Albrecht Bellstedt, Peter Dey, Edward C. Hannah and G. Wesley
Voorheis.  The Board of Directors subsequently re-elected Mr. Dey,
and also elected Robert Poile to the Board.

As of June 30, 2008, the company had cash and cash equivalents
totaling $115.5 million.  This amount does not include the
company's investment in outstanding Canadian asset-backed
commercial paper.  The $115.5 million balance was down from
$118.5 million at the end of the first quarter of 2008 due to the
company's operating loss in the quarter, largely offset by the
sale of some of the company's Canadian asset-backed commercial
paper for $21.0 million.  The company has $11.5 million in
recoverable income taxes on its balance sheet, which is an
expected refund associated with the carryback of 2007 net
operating losses.  The company expects to receive the refund in
the third quarter of 2008.

The company's investments include $15 million (face value:
$20.2 million) of Canadian asset-backed commercial paper that did
not redeem upon maturity on Aug. 24, 2007.  A largely Canadian
investor committee is leading efforts to restructure unredeemed
Canadian commercial paper and a plan has been developed, which
would include exchanging the paper for medium-term notes backed by
the assets underlying the commercial paper.  

Other tax liabilities increased in the second quarter by
$12.8 million, largely related to interest accrued on the
company's contingent tax liabilities.  The other tax liability
balance relates principally to contingent taxes and interest the
company may be required to pay.  In January of this year, the
company received an examination report from the Internal Revenue
Service setting forth proposed changes to its U.S. tax returns for
the years 1996 to 2003.  The company has disputed certain proposed
adjustments and filed its appeal.  The company estimates the
formal appeals process could take 18 to 36 months, though the
timing of any resolution is uncertain.

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

                      About Sun-Times Media

Headquartered in Chicago, Sun-Times Media Group Inc. (NYSE: SVN) -
- http://www.thesuntimesgroup.com/-- is a newspaper publisher.   
Its media properties include the Chicago Sun-Times and
Suntimes.com as well as newspapers and Web sites serving more
than 200 communities throughout the Chicago area.

On Aug. 1, 2007, Hollinger Inc. -- http://www.hollingerinc.com/--  
which owns approximately 70.0% voting and 19.7% equity interest in
Sun-Times Media Group Inc., along with two affiliates, 4322525
Canada Inc. and Sugra Limited, filed separate Chapter 15 petitions
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.


TARO PROPERTIES: Files for Chapter 11 Bankruptcy in Delaware
------------------------------------------------------------
Steven Church of Bloomberg News reports that Taro Properties
Arizona LLC filed a voluntary petition under Chapter 11 of the
Bankruptcy Code before the United States Bankruptcy Court for the
District of Arizona due to the real-estate market slowdown and
insolvency of its partner Trend Homes Inc.

According to Bloomberg, the company listed assets and debts of
more than $500 million each.  In its petition, the Debtor
disclosed estimated assets of between $100 million $500 million
and the same amount of estimated debts.

The Debtor owes at least $102 million to its bank lenders --
including Wachovia Corp., which is owed $25.5 million and Bank of
America, which is owed $16.9 million -- and $60 million to
unsecured creditors including, $45 million in notes, the report
says.

The company, Bloomberg says, experienced liquidity problems when
several homebuilders defaulted on their obligations to complete
construction on certain projects.

Bloomberg citing papers filed with the Court, says the filing will
allow the company to acquire new terms on its bank debt with
lenders who refused to negotiate.  The Chapter 11 process is
expected to realign the company's effort to attain a consensual
resolution for the benefit of its creditors, the report adds.

The company's effort to sell itself earlier this year failed,
Bloomberg notes.

The company reported $4.2 million net income on revenue of $103
million in 2006, the report says.

Headquartered in Scottsdale, Arizona, Taro Properties Arizona LLC
provides real estate properties to homebuilders.


TARO PROPERTIES: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Taro Properties Arizona I, LLC
             8700 E. Vista Bonita Dr., #108
             Scottsdale, AZ 85255-4251

Bankruptcy Case No.: 08-10427

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Taro Properties Nevada I, LLC                      08-10428
Taro Properties Texas I, L.P.                      08-10429

Type of Business: The Debtors provide real estate properties to
                  homebuilders.

Chapter 11 Petition Date: August 13, 2008

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Craig D. Hansen, Esq.
                   (chansen@ssd.com)
                  Squire, Sanders & Dempsey L.L.P.
                  40 North Central, Suite 2700
                  Phoenix, AZ 85004
                  Tel: (602) 528-4085
                  Fax: (602) 253-8129
                  http://www.ssd.com/

Financial Advisor: Odyssey Capital Group LLC

Estimated Assets: $100 million $500 million

Estimated Debts:  $100 million $500 million

A. Taro Properties Arizona's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bob Wagoner                    unsecured loan        $1,500,000
4116 E. Hancock Drive
Phoenix, AZ 85028

Braden Howe                    unsecured loan        $1,430,000
210 Raleigh Quay A3 Grand
Cayman Cayman
B.W.I.

David & Patricia Cornwall      unsecured loan        $1,195,560
Trust
4466 E. Via Los Caballos
Phoenix, AZ 85028

Larry Cox                      unsecured loan        $1,158,683
39752 N. Old Stage Road
Cave Creek, AZ 85331

Michale Wells                  unsecured loan        $1,055,000
4296 58th Ave., South
St. Petersburg, FL 33715

ACI USA Inc.
74 October Dr. St. Catharines  unsecured loan        $938,290
Ontario L2N
CANADA

Gordon Wheeler                 unsecured loan        $790,000
109 Crater Peak Pl.
Folsom, CA 95630

Sheila Colacarro               unsecured loan        $670,000
3 Village Green Dr. St.
Catherines Ontario
CANADA

Ron Azotini Insurance          unsecured loan        $610,000
478 Waterloo St. London
Ontario N6B 2P6
CANADA

1162787 Ontario Inc.           unsecured loan        $560,000
96 Church Street St.
Catherines Ontario
CANADA

ARTELL Devlp. Ltd.             unsecured loan        $467,049
80 King Street, #804 St.
Catherines Ontario
CANADA

1346682 Ontario Inc.           unsecured loan        $316,000
96 Church Street St.
Catherines Ontario
CANADA

B. Taro Properties Nevada's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wachovia Bank                  unsecured guarantor   $25,480,782
Attn: Greg Gilbreath
16435 N. Scottsdale Rd., #200
Scottsdale, Arizona 85254


C. Taro Properties Texas's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wachovia Bank                  unsecured guarantor   $25,480,782
Attn: Greg Gilbreath
16435 N. Scottsdale Rd., #200
Scottsdale, Arizona 85254


TENET HEALTHCARE: Posts $15 Million Net Loss in 2008 2nd Quarter
----------------------------------------------------------------
Tenet Healthcare Corporation reported a net loss of $15.0 million
for the second quarter ended June 30, 2008, compared to a net loss
of $30.0 million for the second quarter of 2007.  

Adjusted EBITDA for the second quarter of 2008 was $163.0 million,
an increase of 4.5 percent, as compared to $156.0 million for the
second quarter of 2007.  Adjusted EBITDA for the second quarter of
2008 excluded $12.0 million of EBITDA from USC University
Hospital, which was moved to discontinued operations, and two
other hospitals that were divested during the quarter.  The
exclusion of USC University Hospital from continuing operations
and the impact of a $16.0 million adverse prior year cost report
adjustment related to a pending CMS decision in connection with
GME FTE limits and related reimbursement at one of the company's  
hospitals reduced continuing operations earnings per share by
$0.03 per share.

Net operating revenues increased to $2.18 million for the second
quarter 2008, compared with $2.05 billion for the second quarter
2007.

"I am very pleased with our core, same-hospital growth in
admissions as well as the increase in outpatient visits by paying
patients," said Trevor Fetter, president and chief executive
officer.  "Not only is this the best performance we've had in the
last four years, it continues an improving trend and demonstrates
the increasing effectiveness of our strategies around quality,
targeted service lines, and physician relationships."

"Same-hospital commercial managed care admissions were up 1.3
percent in the eight service lines representing the primary focus
of our Targeted Growth Initiative," said Stephen L. Newman, M.D.,
chief operating officer.  "This growth was aided by net expansion
of our active medical staff, which grew by 354 physicians in the
second quarter, including 119 physicians at our new hospital in El
Paso.  We expect the increasing number of physicians on the
medical staffs of our hospitals will prove to be a robust leading
indicator of our ability to sustain our positive trend in volumes.
Pricing increases were also strong in the quarter, with same-
hospital net operating revenues from commercial payers growing by
7.5 percent."

"We produced $42.0 million in adjusted free cash flow from
continuing operations in the quarter," said Biggs C. Porter, chief
financial officer.  "We are substantively unchanged in our outlook
for 2008, adjusting it only for the reclassification of USC to
discontinued operations.  We are also maintaining our $1.0 billion
2009 objective for adjusted EBITDA despite the sales of USC, our
interest in Broadlane, and other assets.  These asset dispositions
have an offsetting positive impact on shareholder value resulting
from the reduction in net debt."

Same-hospital adjusted EBITDA, was $171.0 million in the second
quarter of 2008, an increase of $15.0 million, or 9.6 percent,
from the $156.0 million in the second quarter of 2007.  

The results from Irvine Regional Hospital and Medical Center and
Community Hospital of Los Gatos, two leased hospitals that remain
in continuing operations but whose leases will not be renewed,
have been excluded from the calculation of adjusted EBITDA as well
as same-hospital adjusted EBITDA.  The leases on these hospitals
expire in February and May 2009, respectively.

At June 30, 2008, there were 52 hospitals in total-hospital
continuing operations, a net decline of two hospitals from the 54
hospitals reported in total-hospital continuing operations at
March 31, 2008.  This change reflects the addition of Sierra
Providence East Medical Center in El Paso, the sale of two
hospitals, Garden Grove Hospital and Medical Center and San Dimas
Community Hospital, both in California, and their reclassification
into discontinued operations, and the reclassification of USC
University Hospital into discontinued operations as a result of
the anticipated divestiture of this hospital.

Cash and cash equivalents were $352.0 million at June 30, 2008, an
increase of $74.0 million from $278.0 million at March 31, 2008.
Adjusted Free Cash Flow was positive $39.0 million in the second
quarter of 2008 compared to negative $6.0 million in the second
quarter of 2007.

Significant cash receipts and disbursements in the second quarter
of 2008 included:

  -- $60.0 million in proceeds from the sale of facilities and
     other assets related to discontinued operations;

  -- Capital expenditures of $110.0 million, consisting of
     $102 million in continuing operations and $8.0 million in
     discontinued operations;

  -- $70.0 million in interest payments;

  -- $22.0 million in principal payments (excluding interest of
     $2.0 million) related to the company's 2006 civil settlement  
     with the federal government;

  -- Net income tax payments of $4.0 million; and,

  -- $3.0 million payment to acquire a surgery center now
     affiliated with the company's John F. Kennedy Memorial
     Hospital in California.

Net cash provided by operating activities was $123.0 million in
the second quarter of 2008 as compared to $285.0 million in the
second quarter of 2007, a decline of $162.0 million.  

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$8.24 billion in total assets, $8.21 billion in total liabilities,
and $29.0 million in total stockholders' equity.

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

                About Tenet Healthcare Corporation

Headquartered in Dallas, Texas, Tenet Healthcare Corporation  --
http://www.tenethealth.com/-- through its subsidiaries, owns and  
operates acute care hospitals and related ancillary health care
businesses, which include ambulatory surgery centers and
diagnostic imaging centers.

                          *     *     *

Moody's Invetors Service placed Tenet Healthcare Corporation's
senior unsecured debt rating at 'Caa1' in September 2006.  The
rating still hold to date with a stable outlook.


TENET HEALTHCARE: Shareholders Approve Vote Provisions Proposal
---------------------------------------------------------------
At their annual meeting on May 8, 2008, the shareholders of Tenet
Healthcare Corporation approved a proposal to eliminate
supermajority vote provisions from the company's Articles of
Incorporation.

In the Proxy Statement for the 2008 annual meeting, shareholders
were advised that, if the proposed amendments to the Articles of
Incorporation were approved, the company would amend its Bylaws to
be consistent with the newly amended charter.

On August 6, 2008, the Board of Directors of the company adopted
amendments to its Bylaws to eliminate corresponding supermajority
vote provisions and also update the Bylaws to:

     (1) reflect that the company's corporate headquarters are
         now in the State of Texas;

     (2) add a description of the duties and responsibilities of
         the Nominating and Corporate Governance Committee of the
         Board of Directors; and

     (3) indicate the new name of the company's transfer agent.

               About Tenet Healthcare Corporation

Headquartered in Dallas, Texas, Tenet Healthcare Corporation  --
http://www.tenethealth.com-- through its subsidiaries, owns and    
operates acute care hospitals and related ancillary health care
businesses, which include ambulatory surgery centers and
diagnostic imaging centers.  Tenet is committed to providing high
quality care to patients in the communities we serve.

                        *     *    *

Moody's Investors Service placed Tenet Healthcare Corporation's
senior unsecured debt rating at 'Caa1' in September 2006.  The
rating still holds to date with a stable outlook.


THORNBURG MORTGAGE: To Delay Filing of June 2008 Quarterly Report
----------------------------------------------------------------
Thornburg Mortgage, Inc., informed the Securities and Exchange
Commission that it requires additional time to complete the fair
value accounting and other financial reporting for the securities
that were issued in connection with a Senior Subordinated Secured
Note Indenture dated as of March 31, 2008, with Wilmington Trust
Company, as trustee, under which the company issued $1.15 billion
in Senior Subordinated Secured Notes due 2015.

In addition, Thornburg said substantial accounting and financial
resources were recently expended to complete the additional
financial statements of several subsidiary guarantors that were
required to be included in a Form 8-K filed on July 30, 2008,
which financial statements were necessary to complete the
registration for resale of the senior subordinated secured notes
due 2015 issued in the Financing.  The preparation, review and
audit of the additional financial statement, Thornburg explained,
diverted resources required to complete the review of the Form 10-
Q for the quarter ended June 30, 2008.  Due to these reasons,
Thornburg said it could not timely file its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2008, on or prior to
August 11, 2008, which is the prescribed filing deadline for its
Form 10-Q, without unreasonable effort or expense.  Thornburg
expects to file its Quarterly Report on Form 10-Q no later than
the fifth calendar day following the prescribed due date.

Larry A. Goldstone, the company's President and Chief Executive
Officer, said Thornburg "currently anticipates that it will report
a significant change in its results of operations for the quarter
ended June 30, 2008 from the same quarter in the previous fiscal
year as the accounting related to the Financing will be reflected
in the current period and was not in the corresponding period for
the last fiscal year.  There also continues to be significant
volatility in the mortgage industry which will also impact our
results of operations."

                  About Thornburg Mortgage Inc.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family             
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

At March 31, 2008, the company's consolidated balance sheet showed
$30.8 billion in total assets, $31.9 billion in total liabilities,
and $1.0 billion in preferred stock, resulting in a $2.1 billion  
stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on June 27, 2008,
Moody's Investors Service affirmed Ca and C senior debt and
preferred stock ratings, respectively of Thornburg Mortgage Inc.
Thornburg's Ca debt rating remains under review for possible
downgrade.

Moody's said that Thornburg's efforts to raise capital to avoid
default under its repo agreements have resulted in the
reconfiguration of its balance sheet with adverse impact on its
debt and preferred equity holders.


TLC VISION: High Leverage Cues Moody's to Cut CFR
--------------------------------------------------
Moody's Investors Service downgraded TLC Vision Corporation's
corporate family rating to B2 from B1 due to a substantial
reduction in laser refractive procedures performed by the company,
in addition to its high leverage and the expectation for
challenging end-market conditions over the next 12 to 18 months.  
Concurrently, Moody's lowered the probability of default rating to
B3 from B2, the Speculative Grade Default Rating to SGL-4 from
SGL-3 and affirmed all other ratings.  The ratings outlook remains
negative.

The ratings downgrade reflects Moody's view that a reduction in
consumer discretionary spending, driven by a struggling U.S.
economy, will continue to hamper demand for TLC Vision's LASIK
procedures, top line performance and leverage, resulting in a
financial profile that is no longer consistent with a B1 rating.
Moody's anticipates that future quarters are likely to suffer year
over year reductions in procedure volumes (procedures were down
23% in the second quarter of 2008).  Moreover, there is concern
regarding the company's financial flexibility, operating leverage
and liquidity during this cyclical downturn in consumer spending.
As a result, growth initiatives are likely to be restrained as
funds are diverted to near term liquidity needs.

The downgrade of the company's Speculative Grade Liquidity rating
to SGL-4 from SGL-3 reflects Moody's opinion that covenant
compliance may be uncertain throughout the next 12 months.  While
the company was in compliance at June 30, 2008, it is expected
that quarterly step-downs in covenant levels will outpace de-
leveraging efforts by the company.  While cash flows from
operations are expected to be positive and unrestricted cash
balances should remain adequate, we do not expect full
availability under the $25 million revolver over the next twelve
months.

The negative ratings outlook reflects, in Moody's opinion, the
company's weak liquidity profile, the challenging end-market
conditions created by the reduction in consumer discretionary
spending and a capital structure that is characterized by high
financial leverage.  Further, the weakening of financial metrics
coupled with falling procedure rates heightens Moody's concern
regarding TLC Vision's ability to maintain revenues, expand
revenues per procedure and continue to gain market share as
pricing could become a mechanism to offset volume decreases across
the industry.  Margins and cash flows remain pressured despite
recent realignment efforts and reduced capital spending.  The
ratings could be negatively impacted if free cash flows were to
turn negative over the next 12 to 18 months.

The B2 corporate family rating incorporates TLC Vision's strong
market position (approximately 16% share of U.S. refractive
procedures), solid brand recognition and rapid cash conversion.
Further, the B2 rating reflects TLC Vision's high financial
leverage, in part due to reduced EBITDA generation primarily
resulting from challenging industry conditions.  TLC Vision's
ability to gain market share in this challenging environment,
proactive cost management activities and increasing
diversification of revenues, with 30% of business volume generated
by non-discretionary sources, add support to the B2 rating.

These ratings were revised:

  -- Corporate Family Rating was downgraded to B2 from B1;

  -- Probability of Default Rating was downgraded to B3 from B2;

  -- Speculative Grade Liquidity Rating was downgraded to SGL-4    
     from SGL-3.

These ratings were affirmed:

  -- B1 (LGD2/27%) rating on the $25 million Senior Secured
     Revolver; and

  -- B1 (LGD2/27%) rating on the $75 million Senior Secured Term
     Loan.

Headquartered in Mississauga, Ontario, Canada, TLC Vision
Corporation is a diversified eye care services company with a
majority of the company's revenues generated from laser refractive
surgery, which involves an excimer laser to treat common
refractive vision disorders such as myopia (nearsightedness),
hyperopia (farsightedness) and astigmatism.  For the twelve months
ended June 30, 2008, the company generated approximately
$299 million in revenues.


TRUMP ENTERTAINMENT: Posts $29MM Net Loss in Quarter Ended June 30
------------------------------------------------------------------
Trump Entertainment Resorts, Inc. reported results for the three
months ended June 30, 2008.  The company reported a $29.8 million
net loss over net revenues of $177.8 million for the three months
ended June 30, 2008, compared to a $13.4 million net loss over
$186.8 million for the same period last year.

"The weakened economy -- driven by tight credit markets, declines
in consumer confidence and rising oil prices -- has had a
significant impact on the gaming industry across America," Mark
Juliano, Chief Executive Officer of the company, said.

"As a result, our net revenues and those of many of our
competitors have been negatively impacted.  However, despite these
economic pressures, the fundamentals of our business are sound.  
Today, we are offering a more competitive product than before, and
we are continuing to trim costs where appropriate while
effectively yielding our hotel inventory to attract and retain the
most profitable customers possible.

"We are excited about significantly increasing our hotel capacity
with the upcoming debut of the 782-room Chairman Tower at Trump
Taj Mahal, and are encouraged by our successful efforts to
increase hotel occupancy and revenue per available room.  
Additionally, we continue to work with Coastal Development LLC
regarding the previously announced transaction for the sale of
Trump Marina, which we expect to complete in the next six to nine
months."

Net revenues were impacted by the general weakening of the economy
and the rising price of gasoline, which management believes has
exacerbated the effect of competition from regional gaming
facilities in Pennsylvania and New York.  Primarily as a result of
these items, net revenues for the quarter ended June 30, 2008
decreased $8.9 million, or 4.8%, principally due to a decrease in
gaming revenue of $11.9 million, or 6.3% from second quarter 2007
levels.  Income from operations for the quarter ended June 30,
2008 decreased $0.6 million to $9.0 million and EBITDA increased
$1.0 million to $22.9 million from second quarter 2007 levels.

"We have been able to lower our gaming cost of sales through
streamlined marketing programs, and are now seeing the results of
substantially reduced corporate costs," Mr. Juliano continued.  
"Additionally, we are now measuring our progress through our
continuing operations -- Trump Taj Mahal and Trump Plaza -- as we
believe these will provide the most effective indicators of our
future progress.

"Our continuing operations again outpaced the market in slot
revenue during the quarter, and have far exceeded the results of
our competitors for the year to date period.  Results in June, in
particular, contributed the largest negative impact on our year-
over-year comparison, primarily driven by an unfavorable calendar
comparison, as well as lower table hold and less-than-expected
slot volume at the Taj Mahal.  We are currently taking steps to
increase market share and drive additional volume.

"Overall, we are sticking to our plan to drive volume and revenue
through this difficult economic period while saving costs wherever
possible.  As the majority of the changes needed to make our
properties more competitive have been made, and with the funding
for the completion of the Taj Mahal tower in place, we are closely
monitoring capital improvements and other expenditures during this
period of economic uncertainty.  We believe that this course of
action is the most promising strategy for stabilizing our business
in the near-term and producing more favorable financial results in
the long-term, particularly through an economic rebound."

At the Taj Mahal, the 782-room Chairman Tower, remains on schedule
and budget.  The $255 million project is expected to begin a
phased opening by Labor Day 2008, and be completed by the
conclusion of the year.  The tower is now accepting reservations
from customers through all sales channels, including Internet and
phone.  Additionally, Il Mulino Italian restaurant is scheduled to
open with two dining concepts on the casino level in September.

The announced $316 million sale of Trump Marina to Coastal
Development, LLC continues as scheduled, and the company announced
that all appropriate deadlines have been met by both parties.  In
connection with the pending sale of Trump Marina, the company
recorded in its loss from discontinued operations an intangible
asset impairment charge of $18.6 million related to Trump Marina
trademarks, a goodwill impairment charge of $2.3 million and
$4.9 million in fees incurred to amend its credit agreement.

The company's review of strategic options relating to the proceeds
from the sale of Trump Marina and other development opportunities
continues.  Among the options currently under review are
investments in Atlantic City, including a potential mixed use
development on Steel Pier, gaming opportunities outside of the
Atlantic City market and reducing the company's indebtedness.  
Additionally, the company is currently in negotiations with a
third party developer to lease commercial space at the Trump Ocean
Club Panama, currently under development, and operate an
approximately 35,000 square foot casino on the property.

Slot revenue for the company's continuing operations during the
quarter, as reported to the New Jersey Casino Control Commission,
decreased by 4.0%, or $5.0 million, on a year-over-year basis,
compared to a 7.8% combined decrease for other Atlantic City
gaming operators.

Table revenue for the company's continuing operations during the
quarter, as reported to the New Jersey Casino Control Commission,
decreased by 9.3%, or $6.1 million, on a year-over-year basis,
compared to a 0.3% combined increase for the company's
competitors.  The company attributes the decline in table revenue
for the quarter primarily to a decrease in table hold at Trump Taj
Mahal of 170 basis points.

Revenue management initiatives continued to produce financial
results at the company's continuing operations as, for the
quarter, hotel occupancy improved to 91.2% from 89.4%, revenue per
available room increased 2.5% to $87.56.  Cash room revenue was
$7.4 million, consistent with the prior year quarter.

Cost savings initiatives resulted in payroll savings of
$1.5 million for the quarter at the corporate level compared to
the same period of 2007, while property payroll and related costs
decreased $1.0 million following aggressive property-level cost
savings programs in 2006 and 2007.

                         Capital Structure

The company reported that as of June 30, 2008 it had cash and cash
equivalents of $81.5 million.  Its cash and cash equivalents do
not include $8.3 million in cash included in Trump Marina's assets
held for sale and $2.8 million in restricted cash representing
amounts used to secure outstanding letters of credit.

The company's total debt increased by $52.5 million since Dec. 31,
2007 to $1,696.3 million at June 30, 2008.  Capital expenditures
for the six months ended June 30, 2008 were approximately
$95 million, consisting of $15 million maintenance capital,
$10 million renovation capital and $70 million for the Chairman
Tower at Trump Taj Mahal.  Capitalized interest during the six
months ended June 30, 2008 and 2007 was $5.7 million and
$1.5 million, respectively.

                            Balance Sheet

At June 30, 2008, the company's balance sheet showed total assets
of $2.2 billion and total liabilities of $2.0 billion, resulting
in a $1.8 million stockholders' equity.

              About Trump Entertainment Resorts Inc.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and   
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.  

                            *     *     *

Trump Entertainment Resorts Inc.'s 8-1/2% senior secured notes due  
2015 carry Moody's Investors Service's Caa1 rating which was
placed in April 2008 and Standard & Poor's CCC+ rating which was
placed in May 2008.


TUNICA-BILOXI: Moody's Affirms B2 CFR, Changes Outlook to Positive
------------------------------------------------------------------
Moody's Investors Service revised the rating outlook of Tunica
Biloxi Gaming Authority to positive from stable.  It also affirmed
the B2 corporate family rating, probability of default rating and
senior unsecured notes rating.  The rating actions reflect the
improvement of TBGA's operating performance in the first six
months of 2008, despite a challenging economic environment, and
the expectation that financial metrics will remain solid and
liquidity will continue to be adequate in the near term.

TBGA's year-to-date operating performance benefited from the
positive impact of the expansion project, which was completed in
August 2007.  TBGA's gaming revenues are growing faster than those
of most of its competitors situated within a 150-mile radius from
TBGA's casino.  Market share gains have so far offset the
challenges related to the weakening economy in Moody's opinion.

Additionally, TBGA's total debt/EBITDA below 4 times and
EBITDA/interest near 3 times as of June 30, 2008 solidly position
TBGA in its rating category.  As the rating agency does not
anticipate new development projects, TBGA's financial metrics are
expected to remain solid in the near term, also assuming resilient
operating performance.  Moody's expects that the Enterprise will
continue to properly manage its cash distributions to the Tunica-
Biloxi Tribe of Louisiana in order to maintain adequate liquidity.

Ratings affirmed:

  -- B2 Corporate Family Rating

  -- B2 Probability of Default Rating

  -- B2 Senior Unsecured Notes

TBGA is an unincorporated governmental agency of the Tunica-Biloxi
Tribe of Louisiana. TBGA owns and operates the Paragon Casino
Resort located in Marksville, Louisiana.  The Enterprise's
expansion project, completed in August 2007, expanded non-gaming
amenities including a new eight-story 200 room atrium hotel, a
parking garage, three movie theaters, an entertainment/convention
center and some retail space.


UAL CORP: ALPA Wants to Oust CEO Glenn Tilton, Launches Website
---------------------------------------------------------------
The United Chapter of the Air Line Pilots Association called for
the resignation of Glenn Tilton as CEO of United Airlines and
stressed the need for new leadership and direction at the helm of
the air carrier.  According to ALPA, United Airlines ranks at the
bottom of nearly every performance and customer satisfaction
category, and its financial performance is steadily deteriorating.

The United Chapter of ALPA has launched a Web site --
http://www.GlennTilton.com/-- for the campaign.

"Under [Mr.] Tilton's tenure, United has gone from being the
finest airline in the world, with the best route structure and
safety record, to a shell of its former self," Captain Steve
Wallach, chairman of the United Master Executive Council, said.
"He has had every opportunity to turn this company around, and tap
the abilities of its first-class employees, but instead he has run
it into the ground. We believe that with the intense challenges
facing our industry, United Airlines will not be able to thrive as
long as Glenn Tilton, with his proven record of incompetence,
continues as CEO.  It is time for [Mr.] Tilton to go."

ALPA stated that with Mr. Tilton in charge, United Airlines has
gone from being the world's preeminent airline to the bottom of
nearly all performance and customer satisfaction categories:

   -- In performance, United ranks 18th of 19 for on-time
      arrivals; 17th of 19 in customer complaints and tenth of 19
      for misplaced baggage, according to the latest Department of
      Transportation data.
        
   -- In customers' willingness to pay for the product, despite
      capacity reductions, load factors in the first 6 months of
      2008 are down 2.6%, compared with a similar period in 2007.  
        
   -- In stock performance, UAUA is down 73% since United  exited
      bankruptcy on Feb. 1, 2006.
        
   -- In profitability, United has lost more money in 2008 than it
      has made since exiting bankruptcy.
        
   -- In overall reputation, United is rated "below the rest" and
      tied for last place on the latest J.D. Powers satisfaction
      study.
        
   -- A recent "Employee Climate Survey" conducted by United
      revealed that only 38% of United employees take pride in
      United, down 15%age points from 2006.  Average Fortune 500
      companies find that 84% of their employees express pride
      in the company for which they work. Sixty-two% of
      United's employees are not proud of their company, 70%
      are dissatisfied with their jobs, 73% are looking for new
      jobs and 77% do not think United is a great place to
      work.
       
"This is not a personal attack on Mr. Tilton," Captain Wallach
said.  "These dismal numbers speak for themselves.  They are a
reflection of his inability to lead, his incompetence as a manager
and his failure in virtually every category that can be measured.
We have tried every conceivable way to convince him to invest in,
and maximize the goodwill of, his employees.  He has failed
miserably.

"We continue to believe that United can restore its place among
the leaders in the airline industry, and we continue to urge all
United pilots to work to bring about that goal," Captain Wallach
said.  "But time is running out. United faces tremendous
challenges.  The first step must be a change in leadership and
direction.  It is time for Glenn Tilton to go."

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

                         *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.  


UNIVISION COMM: Revenue Decline Prompts Moody's to Cut CF Rating
----------------------------------------------------------------
Moody's Investors Service downgraded Univision Communications
Inc.'s Corporate Family rating and Probability of Default rating
to B2 from B1, senior secured debt to B1 from Ba3, senior secured
second lien asset sale bridge facility to Caa1 from B3, and senior
unsecured notes to Caa1 from B3.  The downgrade follows the
company's announcement that second quarter revenue and EBITDA
declined and reflects Moody's expectation that weak advertising
market conditions and lower than anticipated asset sale proceeds
will prevent the company from reducing debt-to-EBITDA to the 9.0x
range in 2008 that was anticipated in the prior rating.  LGD point
estimates were adjusted as detailed below to reflect capital
structure changes.  The ratings remain on review for possible
downgrade.

Downgrades:

Issuer: Univision Communications Inc.

  -- Corporate Family Rating, Downgraded to B2 from B1

  -- Probability of Default Rating, Downgraded to B2 from B1

  -- Senior Secured Bank Credit Facility, Downgraded to B1, LGD3 -
     40% from Ba3, LGD3 - 39%

  -- Senior Secured Bonds, Downgraded to B1, LGD3 - 40% from Ba3,
     LGD3 - 39%

  -- Second Lien Asset Sale Bridge Credit Facility, Downgraded to
     Caa1, LGD5 - 86% from B3, LGD5 - 86%

  -- Senior Unsecured Regular Bonds, Downgraded to Caa1, LGD6 -
     93% from B3, LGD6 - 92%

  -- Multiple Seniority Shelf, Downgraded to (P)Caa1 from (P)B3

Outlook Actions:

Issuer: Univision Communications Inc.

  -- Outlook, Changed To Rating Under Review From Negative

In the review, Moody's will evaluate the effect that continued
weakness in client advertising spending could have on Univision's
cash flow and liquidity position.  Moody's will consider
Univision's ability to execute on revenue opportunities and reduce
cash operating and interest costs to mitigate the effect of weaker
client spending, well as the company's plan to reduce its very
high leverage and its progress in completing asset sales.  As part
of the review, Moody's will also consider ongoing developments
with respect to the Televisa litigation and the range of potential
outcomes.

Maintaining adequate liquidity is critical to the rating in order
to bridge any internal cash flow gaps that may arise as a result
of near term cyclical fluctuations in the advertising market. The
SGL-3 liquidity rating indicates Univision has adequate liquidity
over the 12-month liquidity horizon.  Moody's projects Univision's
cash burn rate to be approximately $50-100 million over the next
12 months (after World Cup rights payments and assuming cash
interest on the $1.5 billion senior notes), creating reliance on
asset sale proceeds and cash from the April 2008 credit facility
drawdowns to fund $635 million of maturities over the next 12
months.  Moody's estimates that Univision's covenant-defined
EBITDA could decline in a 12-15% range from its current level
within the first-lien senior secured leverage covenant through
September 2009.  The rating agency considers the level of cushion
adequate at this time, but continued weakness in the advertising
market could erode this cushion.

Univision Communications Inc., headquartered in Los Angeles, is
the leading Spanish-language media company in the United States
with television network operations in Miami and television and
radio stations in major cities throughout the U.S. and Puerto
Rico. Annual revenue approximates $2.1 billion.


UNO RESTAURANT: To Defer Interest Payment for $141MM Notes
----------------------------------------------------------
Uno Restaurant Holdings Corp., the parent of Uno Chicago Grill,
will defer bond interest payments due Friday as it negotiates for
more financial breathing room amid continuing difficult times for
sit-down eateries, The Wall Street Journal relates.

WSJ states that Uno Restaurant is included in an increasing number
of regional and national restaurant companies squeezed by falling
sales, rising food costs and burdensome debt.

WSJ, citing two people familiar with the talks, says Uno faces a
$7.5 million interest payment on its $141 million in senior
secured notes.  It plans to skip that payment and is in talks with
six bondholders for a waiver or an amendment, WSJ indicates.

Uno's decision not to make the payment, according to the Journal,
reflects its tight liquidity.  

A default often allows lenders to impose tighter terms or higher
interest rates, moves that further squeeze an already struggling
company.

Uno chief financial officer Louie Psallidas said his chain has
30 days before it will be in default and will avail of that time
as it try to get an appropriate balance sheet for the company, WSJ
points out.

WSJ states that Uno has hired investment banking firm Houlihan
Lokey Howard & Zukin as its financial adviser to negotiate with
bondholders.

Mr. Psallidas denies speculations that the company is in danger of
filing for bankruptcy, WSJ adds.

               About  Uno Restaurant Holdings Corp.

Based in Boston, Massachussetts, Uno Restaurant Holdings Corp. --
http://www.unos.com/-- operates and franchises more than 200 Uno  
Chicago Grill restaurants in about 30 states and three other
countries.  Known for their deep-dish, Chicago-style pizza, the
casual-dining spots also serve pasta, seafood, and sandwiches.
About 120 locations are company-owned; the rest are franchised.
Through subsidiary Uno Foods, the company also sells branded food
products to airlines, hotels, supermarkets, and theaters.  Uno
employs more than 5,500 people at company-owned sites and
thousands more at its franchised restaurants.  It was acquired in
a leveraged-buyout in January 2005 by the private-equity fund
Centre Partners and members of management.


UNO RESTAURANT: Moody's Lowers Corporate Family Rating to Ca
------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Uno Restaurant Holdings Corp. to Ca from Caa2, and its senior
secured notes rating to Ca (LGD4, 58%) from Caa2 (LGD4, 61%).  At
the same time, the Probability of Default rating was lowered to Ca
from Caa2.  The outlook remains negative.

The rating action was prompted by the company's disclosure on
Aug. 12, 2008, that it has made the decision not to make the next
interest payment on its $142 million senior secured bonds on time
and would instead exercise the 30-day grace period allowed by its
bond indenture.  The company's next interest payment is due
Aug. 15, 2008.  In addition, the company has engaged Houlihan
Lokey as its financial advisor to explore strategic alternatives
for the company which could include a recapitalization of the
company.

The Ca Corporate family rating and Ca Probability of Default
Rating reflect Uno's elevated probability of default, primarily
stemming from increased uncertainty surrounding its capital
structure due to a potential restructuring, as well as a potential
technical default under its bond indenture arising from the non-
payment of interest currently due.  The downgrade also
incorporates the high probability of debt impairment within the
capital structure, in particular, material losses for the second
lien senior creditors in the event of a default, given the
company's very high leverage relative to its cash flow generation
or potential tangible asset value.

The negative outlook reflects the company's continued weak
operating performance and margin deterioration, due in part to
negative traffic patterns and increasing cost pressures that have
resulted in persistently weak debt protection metrics and tenuous
liquidity.  The ratings and outlook also incorporate Moody's view
that the company's liquidity and financial flexibility could be
constrained further due to tightening covenant levels leading to a
heightened probability of a covenant violation.

Ratings downgraded are:

  -- Corporate family rating to Ca from Caa2

  -- Probability of default rating to Ca from Caa2

  -- $142 million second lien senior secured notes to Ca (LGD4,
     58%) from Caa2 (LGD4, 61%)

Ratings affirmed are:

  -- Speculative Grade Liquidity rating of SGL-4

The rating outlook is negative.

Uno Restaurants Holding Corp owns and operates 120 and franchises
an additional 86 full service "Uno Chicago Grill" casual dining
restaurants principally in New England and Mid-Atlantic regions.
Revenue for the twelve month period ending June 29, 2008, was
approximately $317 million.


UNO RESTAURANT: May Miss Interest Payment, S&P Says; Cut to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Boston-
based Uno Restaurant Holdings Corp. (Uno) to 'CC' from 'CCC'. The
outlook remains negative.

The downgrade is based on Uno's announcement that it will not make
its interest payment due this Friday, Aug. 15," said Standard &
Poor's credit analyst Jackie E. Oberoi. While the company has
sufficient liquidity to make its interest payment, management
intends to avail itself of the 30-day grace period and is looking
into a restructuring of the company's capital structure.


VERTIS HOLDINGS: Gets Final Approval to Use $380MM DIP Financing
----------------------------------------------------------------
Vertis Communications has received final Court approval of its
$380 million debtor-in-possession financing being provided by GE
Commercial Finance.  The order signed by the U.S. Bankruptcy Court
for the District of Delaware in Wilmington grants final approval
of Vertis' financing request which was approved on an interim
basis on July 16.

As reported by the Troubled Company Reporter on July 29, 2008,
Vertis Holdings, Inc., and its debtors-affiliates sought and
obtained the U.S. Bankruptcy Court for the District of Delaware's
interim authority to obtain urgently-needed postpetition financing
for $380,000,000, to:

   (a) finance the ordinary costs of their operations;

   (b) maintain business relationships with their vendors,
       suppliers and customers;

   (c) meet payroll obligations and make capital expenditures;       
       and

   (d) satisfy other working capital and operational needs.

"Our financial restructuring is on schedule and proceeding
smoothly," Mike DuBose, chairman and CEO of Vertis, said.  

"We are continuing to operate as normal while we finalize our
comprehensive restructuring plan, including the merger with
American Color Graphics.  Throughout this process, we have
received tremendous support from employees, suppliers and business
partners.  We have strengthened relationships with our clients and
this restructuring will allow us to increase our product offerings
and service levels even further. The next step is for the court to
consider confirmation of our reorganization plan, which is set for
hearing on August 26, so we can conclude our restructuring and
merger by late summer", Mr. DuBose added.

Vertis filed a prepackaged reorganization plan on July 15, 2008 to
effectuate a merger with American Color Graphics.  American Color
filed its own prepackaged reorganization plan that same day.

Through the restructurings, the two companies will shed
approximately $1 billion in debt.  Creditors have already voted in
favor of the reorganization plans.

Vertis has previously obtained orders allowing it to continue
paying pre-petition and post-petition obligations relating to
employee wages, salaries and benefits; all existing warranty,
rebate and customer programs; and trade vendors, including
shipping and related obligations in the ordinary course of
business.

                     About Vertis Holdings Inc.

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- is a provider of targeted print  
advertising and direct marketing solutions to America's retail and
consumer services companies.

The company and its six affiliates filed for Chapter 11 protection
on July 15, 2008 (Bank.D.Del. Case No. 08-11460).  Gary T.
Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal &
Manges LLP represent as the Debtors lead counsels and Mark D.
Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton
& Finger, P.A. represent as their Delaware local counsels.  Lazard
Freres & Co. LLC is the company's financial advisors.  When the
Debtors filed for protection from their creditors they listed
estimated assets between $500 million and $1 billion and estimated
debts of more than 1 billion.


VINEYARD NATIONAL: Obtains Waiver on $48.3MM First Tennessee Debt
-----------------------------------------------------------------
Vineyard National Bancorp and First Tennessee Bank, National
Association entered into a Fourth Modification and Covenant Waiver
Agreement, which, among other things, extended the maturity date
of the company's line of credit from First Tennessee from June 30,
2008, to Aug. 29, 2008, at an annual interest rate of LIBOR plus
3.50%, and granted or extended the waiver by First Tennessee of
certain financial and other covenant failures of the company
through Aug. 29, 2008.  The outstanding balance of the line of
credit, which is secured by 100% of Vineyard's common stock, was
$48.3 million at June 30, 2008.  The company paid First Tennessee
a lender fee equal to 0.25% of the outstanding balance of the line
of credit, or $100,000, in connection with the Agreement.

The company notified First Tennessee on July 24, 2008, of, and
requested a waiver with respect to, an event of default under the
line of credit which occurred by virtue of the Consent Order that
was issued by the Office of the Comptroller of the Currency on
July 22, 2008.  As a result, unless First Tennessee subsequently
waives this event of default, First Tennessee will be entitled to
accelerate the maturity date of the line of credit and otherwise
exercise its rights as a secured party against the collateral to
collect, enforce or satisfy the obligations under the line of
credit.

On Aug. 1, 2008, the company entered into an intercreditor
agreement with the Federal Home Loan Bank and Federal Reserve Bank
of San Francisco establishing a borrowing facility under the FRB
Discount Window program whereby certain eligible loans pledged to
the FRB, and approved by the FHLB, may be used to support any
advances from the FRB Discount Window.  Vineyard currently has no
unsecured correspondent banking facilities with borrowing
availability.

As a result of the issuance of the Consent Order by the Office of
the Comptroller of the Currency on July 22, 2008, Vineyard will no
longer be able to accept, renew or rollover brokered deposits
unless and until such time as the company receives a waiver from
the FDIC.  Vineyard has requested a waiver from the FDIC, but
there can be no assurance that such a waiver will be granted, or
granted on the terms requested.

Effective April 21, 2008, the Federal Home Loan Bank reduced
Vineyard's borrowing capacity from 40% to 30% of Vineyard's total
assets.  However, the reduction had limited impact as Vineyard's
borrowing availability was already limited to the amount of
eligible collateral that can be pledged to secure that borrowing
facility.  At June 30, 2008, based on its eligible pledged loan
and investment collateral, that availability was $289.4 million of
which $155.0 million was outstanding.  Therefore, Vineyard had a
remaining borrowing availability of $134.4 million.

On July 24, 2008, Vineyard borrowed $126.0 million from the FHLB,
consisting of four $31.5 million advances with terms ranging from
9 months to 1 year.  As a result of these term borrowings,
Vineyard had a remaining borrowing availability of $2.2 million
available against its loan and investment collateral pledged at
the FHLB. The proceeds from the FHLB advances were invested in
federal funds sold for liquidity needs.  At July 24, 2008,
Vineyard had an aggregate of $178.0 million invested in federal
funds sold.

                 About Vineyard National Bancorp

Vineyard National Bancorp  (NASDAQ: VNBC) (AMEX: VXC.PR.D) --
http://www.vineyardbank.com-- is the financial holding company,   
which provides a variety of lending and depository services to
businesses and individuals through its wholly owned subsidiary,
Vineyard Bank, National Association (the Bank). The company's
principal business is to serve as a holding company for the Bank,
which conducts banking operations through 16 banking centers and
five loan production offices located throughout California, and
for other banking or financial-related subsidiaries, which it may
establish or acquire. On July 31, 2006, the company completed a
merger with Rancho Bank, pursuant to which Rancho Bank merged into
the Bank, with the Bank as the surviving entity. The company's
continues to operate the former Rancho Bank's four banking centers
as part of the Bank's 16 banking centers.


WARNER MUSIC: June 30 Balance Sheet Upside-Down by $99 Million
--------------------------------------------------------------
Warner Music Group Corp. announced its third quarter 2008
financial results for the period ended June 30, 2008.  At June 30,
2008, the company's balance sheet showed total assets of
$4.5 billion, and total liabilities of $4.6 billion, resulting in
a $99 million stockholders' deficit.

The company reported a $9 million net loss for the three months
ended June 30, 2008, compared with $17 million net loss for thr
same period last year.

For the third quarter 2008, revenue grew 5.5% to $848 million from
$804 million in the prior-year quarter, and fell 1.1% on a
constant-currency basis.  This performance continues to reflect
the ongoing transition in the recorded music industry
characterized by a shift in consumption patterns from physical
sales to new forms of digital music and the continued impact of
digital piracy.  Domestic revenue declined 6.5%.  International
revenue grew 17.2%, and grew 3.6% on a constant-currency basis.  
On a constant-currency basis, revenue grew in Europe and Canada.

Operating income from continuing operations grew 10.9% to
$51 million from $46 million in the prior-year quarter and
operating margin from continuing operations increased 0.3
percentage points to 6.0%.  OIBDA from continuing operations
increased 7.4% to $116 million from $108 million in the prior-year
quarter and OIBDA margin from continuing operations grew 0.3
percentage points to 13.7%.  Operating income, operating margin,
OIBDA and OIBDA margin from continuing operations for the third
quarter of fiscal 2007 reflected the net benefit of $6 million
from the Prior-Year Items.

Loss from continuing operations was $9 million, an improvement
from a loss of $16 million in the prior-year quarter.

The company reported a cash balance of $338 million as of June 30,
2008, an increase from the March 31, 2008 balance of $249 million,
which rose from the December 31, 2007 balance of $160 million.  As
of June 30, 2008, the company reported total long-term debt of
$2.27 billion and net debt of $1.93 billion.

For the quarter, net cash provided by operating activities was
$89 million.  Free Cash Flow was $93 million, compared to Free
Cash Flow of $57 million in the comparable fiscal 2007 quarter.  
Unlevered After-Tax Cash Flow was $140 million, compared to
Unlevered After-Tax Cash Flow of $105 million in the comparable
fiscal 2007 quarter.

"This quarter, we continued to outperform our competitors, even in
the midst of a challenging recorded music environment," said Edgar
Bronfman, Jr., Warner Music Group's Chairman and CEO.  "We
continue to advance our strategy to lead the recorded music
industry’s transition with new business models, key partnerships
and successful A&R investments.  As we transform the business to
position it for future growth in an evolving industry, we remain
focused on driving profitability and cash flow, while prudently
managing capital and costs."

"Benefits from the steps we've taken to increase our financial
flexibility were evidenced this quarter by our building cash
balance and rising quarterly year-over-year Free Cash Flow,"
Michael Fleisher, Warner Music Group's Executive Vice President
and CFO, added.  "Our capital deployment strategy designed to
improve shareholder returns by conserving cash and sustaining A&R
investment levels remains a priority."

                         Recorded Music

Revenue from the company's Recorded Music business increased 5.1%
from the prior-year quarter to $686 million, and was down 1.0% on
a constant-currency basis.  The decline in constant-currency
revenue primarily reflected strength in Europe offset by declines
in the U.S., Asia-Pacific and Latin America.  Year-over-year
revenue increased in the international physical Recorded Music
business and the global digital Recorded Music business on a
constant-currency basis.

Recorded Music digital revenue of $156 million grew 39.3% over the
prior-year quarter and represented 22.7% of total Recorded Music
revenue.  Domestic Recorded Music digital revenue amounted to $101
million or 31.7% of total domestic Recorded Music revenue.  
Digital sales strength was primarily driven by growth in global
online downloads, and to a lesser extent growth in international
mobile.

Major sellers in the quarter included titles from Madonna,
Disturbed, Plies, Luis Miguel and Frank Sinatra.  International
Recorded Music revenue climbed 19.2% from the prior-year quarter
to $367 million, and rose 5.1% on a constant-currency basis, while
domestic Recorded Music revenue fell 7.5% from the prior-year
quarter to $319 million.

The constant-currency growth in international Recorded Music
revenue in the quarter was the result of increases in the U.K.,
France and Germany.  Gains in international revenue were
attributable to improved local repertoire and international
releases as compared to the prior-year quarter and a contribution
from international touring and management businesses.

Year-over-year revenue differences in the domestic Recorded Music
business were due to the timing of releases and declines in the
physical business, which are not currently being offset by growth
in the digital business.  In addition, domestic retailers have
continued to more actively manage their inventory levels in
response to the tougher economy and credit markets as well as the
changing underlying demand for physical recorded music product.

Quarterly Recorded Music operating income remained flat at $66
million, resulting in an operating margin from continuing
operations of 9.6% compared to 10.1% in the prior-year quarter.  
Recorded Music OIBDA from continuing operations remained flat at
$110 million for the quarter.  Recorded Music OIBDA margin from
continuing operations contracted 0.8 percentage points to 16.0%
from the prior-year quarter.  Recorded Music operating income,
OIBDA, operating margin and OIBDA margin from continuing
operations for the third quarter of fiscal 2007 reflected a
portion of the Prior-Year Items  -- a $49 million benefit related
to our settlement with Bertelsmann AG regarding Napster and $33
million in expenses related to the company's fiscal 2007
realignment initiatives.

                         Music Publishing

Music Publishing revenue in the quarter increased 7.0% from the
prior-year quarter to $168 million, and was down 0.6% on a
constant-currency basis.  Music Publishing revenue was flat
domestically, and grew 11.1% internationally, but declined 1.1%
internationally on a constant-currency basis.  Digital revenue
from Music Publishing amounted to $10 million, representing 6.0%
of total Music Publishing revenue.

On a constant-currency basis, the decline in mechanical revenue of
14.3% was largely offset by a 7.9% increase in performance
revenue, a 6.3% rise in synchronization revenue, and a strong
increase in digital revenue.  Mechanical revenue weakness
reflected the industry-wide decline in physical record sales.   

Music Publishing operating income amounted to $15 million, down
16.7% from $18 million in the prior-year quarter, resulting in an
operating margin of 8.9%, down 2.5 percentage points from the
prior-year quarter.  Music Publishing OIBDA was flat at $33
million for the quarter and OIBDA margin of 19.6% declined 1.4
percentage points from the prior-year quarter.  Music Publishing
operating income, OIBDA, operating margin and OIBDA margin for the
third quarter of fiscal 2007 reflected a portion of the Prior-Year
Items -- a $3 million benefit related to our settlement with
Bertelsmann AG regarding Napster and $1 million in expenses
related to the company's fiscal 2007 realignment initiatives.

                      About Warner Music

Warner Music Group Corp. -- http://www.wmg.com/-- (NYSE: WMG)
is a publicly traded in the United States.  With its broad
roster of new stars and legendary artists, Warner Music Group is
home to a collection of the best-known record labels in the
music industry including Asylum, Atlantic, Bad Boy, Cordless,
East West, Elektra, Lava, Nonesuch, Reprise, Rhino, Roadrunner,
Rykodisc, Sire, Warner Bros. and Word.  Warner Music
International, a leading company in national and international
repertoire, operates through numerous international affiliates
and licensees in more than 50 countries.  Warner Music Group
also includes Warner/Chappell Music, one of the world's leading
music publishers, with a catalog of more than one million
copyrights worldwide.

Outside the United States, the company has two subsidiaries in
Austria, one in Nova Scotia and another in Luxembourg.  It has
Latin American operations in Argentina, Brazil and Chile.

                        *     *     *

As reported in the Troubled Company Reporter on June 2, 2008,
Standard & Poor's Rating Services affirmed its ratings on New York
City-based Warner Music Group Corp., including its 'BB-' corporate
credit rating, based on its expectation that the company will have
sufficient resources to meet its financial covenant step-downs
over the near term.  

S&P removed all ratings from CreditWatch with negative
implications, where they were placed on Feb. 22, 2007.  At the
same time, S&P raised its rating on the company's $1.65 billion
senior secured credit facility to 'BB' from 'BB-' and revised the
recovery rating to '2' from '4'.  The '2' recovery rating
indicates our expectation that lenders can expect substantial
(70%-90%) recovery in the event of a payment default.  The outlook
is negative.


WCI COMMUNITIES: U.S. Trustee Names Creditors Committee Members
---------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed five creditors to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of WCI Communities, Inc., and
its 126 debtor subsidiaries.

The Creditors' Committee consists of:

     (1) The Bank of New York Mellon
         Attn:  Gary Bush
         101 Barclay Street, 8th Floor
         New York, New York 10036
         Tel No.:  212-815-2747
         Fax No.:  732-667-4734

     (2) iStar Financials, Inc.
         Attn:  Douglas Heyman
         1114 Avenue of the Americas, 39th Floor
         New York, New York 10036
         Tel No.:  212-405-4523
         Fax No.:  646-328-3103

     (3) AQR Capital Management
         Attn:  Todd Pulvino
         Two Greenwich Plaza, 1st Floor
         Greenwich, Connecticut 06830
         Tel No.:  203-742-3002
         Fax No.:  203-742-3072

     (4) Law Debenture Trust Company of New York
         Attn:  Robert L. Bice II
         400 Madison Avenue, 4th Floor
         New York, New York 10017
         Tel No.:  212-750-6474
         Fax No.:  212-750-1361

     (5) The Signal Group, Inc.
         Attn:  Don L. Copeland, Jr.
         33 Commerce Way
         Jupiter, Florida 33458
         Tel No.:  561-744-3206
         Fax No.:  561-744-3207

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No.08-11643
through 08-11770).  Thomas E. Lauria and Frank L. Eaton, Esq., at
White & Case LLP, are the Debtors' lead bankruptcy counsel.  Eric
Michael Sutty, Esq., and Jeffrey M.  Schlerf, Esq., at Bayard,
P.A, are the Debtors local bankruptcy counsels.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.

When the Debtors filed for protection against their creditors,
they listed total assets of $2,178,179,000 and total debts of
$1,915,034,000.

(WCI Communities Bankruptcy News, Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


WCI COMMUNITIES: Taps Sitrick as Communications Consultant
----------------------------------------------------------
WCI Communities Inc. and its 126 debtor-subsidiaries ask the
United States Bankruptcy Court for the District of Delaware for
permission to employ Sitrick and Company, Inc., as their corporate
communications consultants.

According to Jeffrey M. Schlerf, Esq., at Bayard P.A., in
Wilmington, Delaware, the Debtors have selected Sitrick as their
communications consultants because of the firm's excellent
reputation and more than 20 years of experience in providing high
quality communications programs supporting specific business
objectives as well as managing complex, high profile business
challenges.

Created in 1989, Sitrick specializes in addressing sensitive
business situations that require communications strategies
targeted to a variety of constituencies, including customers,
employees, vendors, shareholders, bondholders, and the media.  
Sitrick has also served as debtor communications counsel in
approximately 200 cases since 1989.

The Debtors retained Sitrick on July 30, 2008, to implement
certain communications programs and to manage certain business
challenges in connection with their Chapter 11 cases.

Mr. Schlerf contends that the employment of Sitrick is
appropriate and necessary to enable the Debtors to maintain their
current customers and relationships and to develop new customers
and other key constituents essential to their successful
reorganization.

As communications consultant to the Debtors, Sitrick is expected
to:

   (a) develop and implement communications programs and related
       strategies and initiatives for communications with the
       Debtors' key constituencies, including employees, vendors,
       current and future customers, community members, lenders
       and shareholders, regarding the Debtors' operations,
       financial performance and progress through the Chapter 11
       process;

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

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

   (d) interface with the media and other communications conduits
       as necessary to assist the Debtors in carrying out their
       objectives;

   (e) prepare other written communications to the Debtors' key
       constituencies; and

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

Mr. Schlerf tells the Court Sitrick's services will not be
unnecessarily duplicative of other services provided by any of
the Debtors' other professionals.  Sitrick has represented to the
Debtors that it will coordinate its services with the Debtors'
other professionals to avoid duplication in efforts.

Mr. Schlerf reveals that before the Petition Date, Sitrick
received from the Debtors a $150,000 retainer.  To the extent
Sitrick holds amounts that exceed the amount of fees and expenses
incurred to date, the firm will hold the amounts as a retainer to
be applied against future fees and expenses incurred by Sitrick
in the Debtors' Chapter 11 cases.

The Debtors propose to pay Sitrick according to its customary
hourly rates, which range from $175 to $850, depending on the
professional performing the services.

The Debtors will also reimburse the firm for any actual and
necessary expenses, including transportation, lodging, food,
production costs, long distance telephone, copying, postage,
messengers, and air courier expenses.

Michael S. Sitrick, president and chairman of Sitrick and
Company, assures the Court that his firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No.08-11643
through 08-11770).  Thomas E. Lauria and Frank L. Eaton, Esq., at
White & Case LLP, are the Debtors' lead bankruptcy counsel.  Eric
Michael Sutty, Esq., and Jeffrey M.  Schlerf, Esq., at Bayard,
P.A, are the Debtors local bankruptcy counsels.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.

When the Debtors filed for protection from their creditors,
they listed total assets of $2,178,179,000 and total debts of
$1,915,034,000.

(WCI Communities Bankruptcy News, Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


WENDY'S INTERNATIONAL: Will Not Renew $200 Million Credit Facility
------------------------------------------------------------------
Wendy's International Inc. does not intend to renew its
$200 million revolving credit facility that expires on Sept. 1,
2008.  The company stated that as of June 29, 2008, no amounts
under this revolving credit facility were drawn.  If the company
consummates the Merger Agreement with Triarc Companies Inc., the
revolving credit facility would not be available to the company.

On Feb. 29, 2008, the company negotiated a renewal of its
$200 million revolving credit facility.  This amended revolving
credit facility contains various covenants which, among other
things: require the maintenance of certain ratios, including
indebtedness to total capitalization and a fixed charge coverage
ratio; limit the amounts of assets that can be sold, shares that
can be repurchased, liens that can be placed on the company's
assets, indebtedness of subsidiaries to third parties excluding
indebtedness of The Wendy's National Advertising Program Inc., and
contingent and off balance sheet liabilities that can exist;
eliminate the company's ability to perform asset securitizations
and sale and leaseback transactions; and establish the maintenance
of minimum on-hand balances of cash and cash equivalents of
$50 million.

The company was in compliance with these covenants as of June 29,
2008.  The company is charged interest on advances, that varies
based on the type of advance utilized by the company, which is
either an alternate base rate or a rate based on LIBOR plus a
margin that varies based on the companys debt rating at the time
of the advance.  The company is also charged a facility fee based
on the total credit facility.  This fee varies from 0.15% to 0.40%
based on the company's debt rating.

                About Wendy's International

Based in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- is one of the world's     
largest and most successful restaurant operating and franchising
companies, with more than 6,300 Wendy's Old Fashioned Hamburgers
restaurants in North America and more than 300 international
Wendy's restaurants.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 13, 2008,
Moody's Investors Service stated that the ratings of Wendy's
International Inc. remain on review for possible downgrade after
the company's disclosure in its most recent 10-Q filing that it
does not intend to renew its $200 million revolving credit
facility that expires on Sept. 1, 2008.

Ratings on review for further possible downgrade are: (i)
corporate family rating at Ba3; (ii) probability of default rating
at Ba3; (iii) senior unsecured notes rating at Ba3; (iv) senior
unsecured shelf rating at (P)Ba3; (v) subordinated shelf at (P)B2;
and (vi) preferred stock shelf at (P)B2.


WENDY'S INT'L: Moody's Maintains Ratings Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service stated that the ratings of Wendy's
International Inc. remain on review for possible downgrade after
the company's disclosure in its most recent 10-Q filing that it
does not intend to renew its $200 million revolving credit
facility that expires on Sept. 1, 2008.  Although Wendy's decision
not to renew its revolving credit facility will result in the
elimination of a significant source of external liquidity, the
combination of internally generated cash flow, a significant cash
balance, and no near term debt maturities is expected to provide
adequate liquidity over the near-term.  As of June 29, 2008, there
were no outstanding revolver borrowings.

Wendy's ratings are currently on review for possible downgrade
primarily as a result of both the company's continued weak
operating performance and its pending merger agreement with Triarc
Companies, Inc. which was announced on April 24, 2008.  Triarc is
the owner and franchisor of the Arby's restaurants system.  The
merger is currently scheduled to close in the second half of 2008.

Wendy's decision not to renew its revolver creates a new credit
concern independent of the existing credit concerns of weak
consumer environment, escalating cost pressures, and weaker pro
forma credit measures for the combined entity that are responsible
for the review for downgrade status.  More specifically, in the
event that the merger does not close as planned, Moody's expects
Wendy's will need to secure an adequate and permanent source of
external liquidity.  Given the current volatility in the debt
capital markets, the ability to secure this type of liquidity on
terms favorable to the company is subject to some level of
uncertainty.  In the event that the merger fails to close and
Wendy's is unable to obtain the long-term liquidity it will need
to operate as a standalone entity, ratings could be negatively
impacted to a level above and beyond the rating pressures caused
by a weak economy and costs pressures.

Wendy's International Inc., headquartered in Dublin Ohio, owns and
franchises Wendy's Old Fashion Hamburger restaurants. Total
revenues for the twelve month period ending June 29, 2008 were
approximately $2.44 billion.


WHITEHALL JEWELERS: Commences Court-Ordered Asset Liquidation Sale
------------------------------------------------------------------
Whitehall Jewelers Holdings Inc. commenced a court-ordered
bankruptcy liquidation sale on Aug. 13, 2008.

As reported in the Troubled Company Reporter on July 17, 2008, the
Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware approved the bidding procedures of Whitehall Jewelers
Holdings Inc. and its debtor-affiliates except on the part
regarding the break-up fee.

Inventory will be liquidated at below market prices, in a sale
that is expected to last approximately four and a half months.
Merchandise to be sold will include a selection of diamonds, gold,
precious and semi-precious jewelry and watches.  The liquidation
sale will involve 373 Whitehall store locations in 39 states,
including 78 retail locations that were acquired in April 2008
from Friedman's Jewelers.

National retail liquidation and asset recovery firms Hudson
Capital Partners LLC; Great American Group LLC; Silverman Jeweler
Consultants Inc.; and Gordon Brothers Group LLC will manage the
sale of Whitehall Jewelers.

"The Whitehall liquidation was ordered after exhaustive efforts to
sell the specialty retail chain or obtain fresh equity both proved
unsuccessful," Harvey Yellen, chairman of Great American Group,
said.  "As Whitehall has been a leading specialty retailer in fine
jewelry for more than a century, it is unfortunate that a brand
with such strong heritage has to be liquidated."

Great American Group, Hudson Capital Partners and Silverman
Jeweler Consultants also recently managed the successful
liquidation of Friedman's Jewelers.

"We're currently experiencing the most active period of
liquidation sales in 10 years, due to a combination of consumer
cut backs on peripheral spending, tightening of retail lenders and
a change in bankruptcy code," James L. Schaye, president and CEO
of Hudson Capital Partners, added.  "Whitehall, which represents
the latest jewelry retailer effected by this combination, has long
been a landmark for consumers who appreciate high quality fine
jewelry.  The liquidation sale will provide a final opportunity to
take advantage of great product at extraordinary value."

"Whitehall has a fine reputation, and we will work to make the
sale successful for all parties involved," said William Weinstein,
Principal of Gordon Brothers Group.

                     About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa.  The company operates stores in regional and regional
shopping malls under the names Whitehall and Lundstrom.  The
Debtors' retail stores operate under the names Whitehall (271
locations), Lundstrom (24 locations), Friedman's (56 locations,
and Crescent (22 locations).  As of June 23, 2008, the Debtors
have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, notice
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


WHITEHALL JEWELERS: Gets OK on Consulting Pact with Great American
------------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Whitehall Jewelers Holdings, Inc. and
Whitehall Jewelers Inc. to retain -- and enter into a consulting
agreement with -- Great American Group, LLC and related parties.

The Debtors have modified their sale motion on the record of the
hearing on Aug. 8, 2008.  The Court has considered the motion, the
statements of counsel and the testimony and evidence presented
regarding the Debtors' request.

The consulting agreement dated as of Aug. 8, 2008, was made
between Great American, Hudson Capital Partners, LLC, Silverman
Consultants, LLC, and the Debtors as merchants.

Great American is a California limited liability company with a
principal business at 6330 Variel Avenue in Woodland Hills,
California.  It provides inventory and fixture disposition
services to retailers desiring to close retail store locations.

Great American will, among others, assist the Debtors in selling,
by conducting a going-out-of-business or bankruptcy liquidation
sale.  It will receive a fee equal to 2.0% of the gross proceeds
commencing in the 13th week after the sale commencement date,
provided that the fee will be reduced by $75,00 each week until
the time as the minimum guaranty is reduced to zero.

Great American will select and retain store employees as part of
the sale during the sale term.

A full-text copy of the consulting agreement for liquidation of
assets is available for free at:

               http://ResearchArchives.com/t/s?309d

                     About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa.  The company operates stores in regional and regional
shopping malls under the names Whitehall and Lundstrom.  The
Debtors' retail stores operate under the names Whitehall (271
locations), Lundstrom (24 locations), Friedman's (56 locations,
and Crescent (22 locations).  As of June 23, 2008, the Debtors
have about 2,852 workers.

The company and its affiliate, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Moses & Singer LLP and Bayard, P.A., represent the  
Committee.

When the Debtors' filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


WHITEHALL JEWELERS: Court Approves Store Closing Sale Procedures
----------------------------------------------------------------
Whitehall Jewelers Holdings, Inc. and Whitehall Jewelers Inc.
obtained permission from the Hon. Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware to enter into a
stalking horse agency agreement in connection with store closing
sales.  The Court also authorized a break-up fee and the Debtors'
proposed auction procedures for a disposition of substantially all
of the Debtors' assets.

The Debtors intend to sell their assets on a going concern basis.

The Court also authorized the Debtors to enter into an agency
agreement with a liquidation agent, conduct store closing sales at
the Debtors' locations, sell assets free and clear of liens,
establish procedures in connection with the rejection of leases
for nonresidential real property, and grant ancillary and other
related relief.

The Troubled Company Reporter said on July 1, 2008, that the
Debtors requested the Court (a) for authority to enter into an
asset purchase agreement with Great American Group LLC, Hudson
Capital Partners LLC and Silverman Jeweler Consultants Inc., and
(b) to approve payment of a break-up fee of $940,000 payable from
the proceeds of a sale to or conducted by a competing bidder,
among others.

Bankrupt Friedman's Inc. and its unit, Crescent Jewelers, have
opposed to Whitehall's motion to sell remaining assets.  According
to ABI World, citing Bankruptcy Law 360, Friedman's and Crescent
have alleged that Whitehall failed to fulfill its obligations
under an agreement to transfer Friedman store leases to Whitehall.

                       About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/       
-- and -- http://www.crescentonline.com/-- is the parent company        
of a group of companies that operate fine jewelry stores located
in strip centers and regional malls in the southeastern United
States.  Friedman's and eight its affiliates filed for chapter 11
protection on Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  
On Sept. 22, 2005, the Bankruptcy Court entered an order approving
the Debtors' Disclosure Statement explaining their Amended Joint
Plan of Reorganization.  On Nov. 23, 2005, the Court confirmed the
Debtors' Amended Plan and that Plan became effective on Dec. 9,
2005.  

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On June 15, 2006, the California
Bankruptcy Court approved Crescent Jewelers' Second Amended
Disclosure Statement its Second Amended Plan of Reorganization.  
The Court confirmed that Plan on July 13, 2006.

Crescent Jewelers was acquired by Friedman's and became a wholly-
owned subsidiary in 2006.

In Jan. 22, 2008, five parties, which declared claims aggregating
$9,081,199.07, filed an involuntary Chapter 7 petition against
Friedman's.  The parties that filed the involuntary petition were
Rosy Blue, Inc.; Rosy Blue Jewelry Inc.; Jay Gems, Inc., dba
Jewelmark; Simply Diamonds Inc.; and Paul Winston-Eurostar LLC.

As of Jan. 28, 2008, Friedman's operated 388 stores in 19 states
with over 2,890 employees while Crescent Jewelers operated 85
stories in 3 states with over 600 employees.  Friedman's and
Crescent Jewelers filed for chapter 11 protection on Jan. 28, 2008
(Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

The Official Committee of Unsecured Creditors has been appointed
in the Debtors' cases.

Athanasios E. Agelakopoulos, Esq., at Kilpatrick Stockton LLP, and
Jason M. Madron, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger PA, represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims, balloting, and noticing agent.  As of Dec. 28,
2007, the Debtors listed total assets of $245,787,000 and total
liabilities of $171,877,000.

                      About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa.  The company operates stores in regional and regional
shopping malls under the names Whitehall and Lundstrom.  The
Debtors' retail stores operate under the names Whitehall (271
locations), Lundstrom (24 locations), Friedman's (56 locations,
and Crescent (22 locations).  As of June 23, 2008, the Debtors
have about 2,852 workers.

The company and its affiliate, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Moses & Singer LLP and Bayard, P.A., represent the  
Committee.

When the Debtors' filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


WHITEHALL JEWELERS: May Use Up to $80MM DIP Fund Through August 28
------------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware issued a third agreed order extending and modifying
debtor-in-possession interim financing order in the bankruptcy
case of Whitehall Jewelers Holdings, Inc. and Whitehall Jewelers
Inc.  The interim order on the DIP fund is extended through
Aug. 28, 2008.  The limitation on extensions of credit under the
DIP facility contained in the interim order is increased to
$80,000,000.

The Court also directed the Debtors to set aside $352,190 from the
proceeds of a sale of any of the Debtors' assets located in the
State of Texas or the City of Memphis for the secured claims of
the Texas and Memphis Tax Authorities.

                 First and Second Agreed Orders

On June 24, 2008, the Court signed off the DIP Financing Order.  
On July 18, 2008, the Court entered the agreed order scheduling a
final hearing and extending DIP financing order through July 24.  
A second extension order allowed the Debtors to access the DIP
fund through Aug. 8, 2008.

The Debtors, prepetition secured parties, term lenders, DIP agent,
term loan agent, and counsel to the Official Committee of
Unsecured Creditors have represented to the Court that they have
agreed to (i) further extend the interim order, (ii) enter certain
relief on a final basis, (iii) modify the interim order, and (iv)
reschedule the final hearing in accordance with the terms of the
third agreed order.

A final hearing on the DIP financing is scheduled for Aug. 28,
2008, at 2:00 p.m. at the U.S. Court in Wilmington, Delaware.

                     About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa.  The company operates stores in regional and regional
shopping malls under the names Whitehall and Lundstrom.  The
Debtors' retail stores operate under the names Whitehall (271
locations), Lundstrom (24 locations), Friedman's (56 locations,
and Crescent (22 locations).  As of June 23, 2008, the Debtors
have about 2,852 workers.

The company and its affiliate, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Moses & Singer LLP and Bayard, P.A., represent the  
Committee.

When the Debtors' filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


WHITEHALL JEWELERS: Obtains Court's Nod on FTI Engagement
---------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware gave Whitehall Jewelers Holdings, Inc. and Whitehall
Jewelers Inc. authority to employ FTI Consulting, Inc., as their
financial advisor.

The Debtors maintained that FTI does not represent any interest
adverse to the Debtors, their estates, creditors and other
parties-in-interest.

            U.S. Trustee Says FTI Is Not Disinterested

The Troubled Company Reporter related on July 23, 2008, that
Roberta A. DeAngelis, acting United States Trustee for Region 3,
told the Court that the engagement of FTI Consulting, Inc., as
financial advisor to the Debtors has an actual conflict of
interest.  Hence, FTI is not a disinterested person, the U.S.
Trustee said.

The U.S. Trustee said that FTI's representation of other entities
in which the Debtors' majority shareholder holds a significant or
controlling interest may render FTI not disinterested.

Based on a supporting affidavit of Robert J. Duffy, FTI has had
certain relationships in connection with Prentice Capital
Management LP, the Debtors' majority shareholder.  FTI's corporate
finance practice has been engaged by certain companies where
Prentice has a controlling or majority interest.  FTI provided
certain financial advisory services to Fabrikant Inventory LLC and
Fabrikant Receivables LLC, both of which are unsecured creditors
of Whitehall Jewellers prior to the bankruptcy filing.  Whitehall
listed more than $3.5 million in unsecured debt owed to M.
Fabrikant & Sons, Inc.  Hence, Fabrikant is among the largest
creditors of the estate, the U.S. Trustee argued.

Prentice holds 64.93% of Whitehall's equity.

                     About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa.  The company operates stores in regional and regional
shopping malls under the names Whitehall and Lundstrom.  The
Debtors' retail stores operate under the names Whitehall (271
locations), Lundstrom (24 locations), Friedman's (56 locations,
and Crescent (22 locations).  As of June 23, 2008, the Debtors
have about 2,852 workers.

The company and its affiliate, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Moses & Singer LLP and Bayard, P.A., represent the  
Committee.

When the Debtors' filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


WICKES FURNITURE: To Get $1.25 Mil. Settlement Pay from Deloitte
----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved a settlement agreement dated
July 18, 2008, between Wickes Furniture Company, Inc., Wickees
Furniture Company, Inc., and Deloitte Consulting LLP.

                    Background to the Dispute

Wickes and Deloitte entered into a contract called SAP retail
implementation project statement of work executed on or around
April 12, 2005, as modified by subsequent change orders and change
control forms.

Wickes filed a complaint in the Circuit Court of Cook County,
Illinois commencing the case captioned Wickes Furniture Co., Inc.
v. Deloitte Consulting LLP.

In the litigation, Wickes asserted claims against Deloitte for,
inter alia, alleged breach of contract, negligent provision of
information for the guidance of others, and breach of the implied
covenant of good faith and fair dealing, set forth in a first
amended complaint in the litigation filed on Nov. 30, 2007.

In responding to the first amended complaint and in other
pleadings, Deloitte denied Wickes' allegations.  Deloitte brought
a counterclaim against Wickes for unpaid invoices totaling
$842,189, plus interest at the rate of 1.5% per month.

Wickes disputed and denied any of the alleged affirmative defenses
of Deloitte and the counterclaim.

On Feb. 3, 2008, the Debtors each filed a voluntary chapter 11
petition.  The litigation was subject to an automatic stay imposed
as of the bankruptcy filing.

Deloitte filed a proof of claim against Wickes for its unpaid
invoices and accrued interest.

The Debtors and Deloitte engaged in protracted arms-length and
good faith negotiations regarding the litigation and the
counterclaim.

Without any party conceding or agreeing to the validity of any
claim or defense, the Debtors and Deloitte entered into the
settlement agreement to avoid the further expense, inconvenience,
and distraction of the litigation and the counterclaim, and to
compromise and settle all matters between the parties.

                      Settlement Agreement

These are some of the essential terms of the settlement agreement:

   a. Deloitte will pay Wickes the sum of $1,250,000 within
      five business days of the effective date;

   b. in exchange for the payment and for other good and
      valuable consideration, the Debtors and Deloitte agree
      that upon the occurrence of the effective date and the
      payment, both parties will be released and discharge from
      all the settled claims;

   c. each party will bear its own attorney's fees and expenses;

   d. the Debtors and Deloitte will submit an agreed order
      dismissing the litigation with prejudice and without
      costs to the Circuit Court of Cook County;

   e. Deloitte will waive and withdraw its proof of claim;

   f. Deloitte and its predecessors, successors, and assigns
      will file no further proofs of claim in the bankruptcy;
      and

   g. neither this settlement agreement nor any of the actions
      to be taken will be construed as or deemed to be evidence
      of an admission of liability or wrongdoing on the part of
      the Deloitte released parties or the Wickes released
      parties with respect to the settled claims.

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is a furniture retailers in the  
U.S. with 43 retail stores serving greater Chicago, Los Angeles,
Las Vegas, and Portland.  Founded in 1971, Wickes offers
attractive room packages featuring complete living rooms, dining
rooms, bedrooms as well as bedding, home entertainment,
accessories and accent furniture.  Wickes employs over 1,700
employees and offers products from leading furniture and bedding
manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-
10213).  Donald J. Detweiler, Esq., at Greenberg Traurig LLP,
represents the Debtors in their restructuring efforts.  The
Debtors selected Epiq Bankruptcy Solutions LLC as claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Margaret M. Manning, Esq., at Whiteford Taylor &
Preston in Wilmington, Delaware, represents the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed consolidated estimated assets of
$10 million to $50 million, and estimated debts of $50 million
to $100 million.

The Debtors have asked the Court to extend their exclusive plan
filing period until Sept. 1, 2008.


WOODWARD HEIGHTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Woodward Heights Manor Apartments, LLC
        3036 12 Mile Road
        Berkley, MI 48072

Bankruptcy Case No.: 08-59569

Related Information: Jay Greenspan, member, filed the petition on
                     the Debtor's behalf.

Chapter 11 Petition Date: August 12, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Kenneth A. Nathan, Esq.
                  (knathanecf@nathanneuman.com)
                  260 Franklin Center, 29100 Northwestern Highway
                  Southfield, MI 48034
                  Tel: (248) 351-0099

Estimated Assets: $0 to $50,000

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/MIeb08-59569.pdf


* S&P Cuts Ratings on 32 CDOs of ABS; $23BB In Issuance Affected
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 121
tranches from 32 U.S. cash flow and hybrid collateralized debt
obligation transactions. S&P removed 70 of the lowered ratings
from CreditWatch with negative implications. At the same time, S&P
affirmed four ratings from three transactions and removed them
from CreditWatch with negative implications. In addition, S&P
placed one rating from Ischus High Grade Funding I Ltd. on
CreditWatch negative. The ratings on 48 of the downgraded tranches
remain on CreditWatch with negative implications, indicating a
significant likelihood of further downgrades.  The CreditWatch
placements primarily affect transactions for which a significant
portion of the collateral assets currently have ratings on
CreditWatch negative or have significant exposure to assets rated
in the 'CCC' category.

The 121 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $23.957 billion. Ten of the 32 affected
transactions are high-grade structured finance (SF) CDOs of asset-
backed securities (ABS), which are CDOs collateralized at
origination primarily by 'AAA' through 'A' rated tranches of
residential mortgage-backed securities (RMBS) and other SF
securities. Nineteen of the 32 transactions are mezzanine SF CDOs
of ABS, which are collateralized in large part by mezzanine
tranches of RMBS and other SF securities. The other three
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. Today's 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
Cairn High Grade ABS CDO II Ltd. and, based on the current credit
support available to the tranches, has left the ratings at their
current rating level.

To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 3,428 tranches from 817 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS. In addition, 1,688 ratings from 530 transactions are
currently on CreditWatch negative for the same reasons. In all,
S&P has downgraded $375.844 billion of CDO issuance. Additionally,
S&P's ratings on $50.808 billion in securities have not been
lowered but are currently on CreditWatch negative, indicating a
high likelihood of future downgrades.

RATING ACTIONS
                                        Rating     
Transaction              Class       To              From

Adrastea SHG
  2007-1 Ltd.            A1M Unfd  B/Watch Neg  AA/Watch Neg
Adrastea SHG
  2007-1 Ltd.            A1M       B/Watch Neg  AA/Watch Neg
Adrastea SHG
  2007-1 Ltd.            A1Q       CCC-/        BBB/Watch Neg
                                   Watch Neg
Adrastea SHG
  2007-1 Ltd.            A2        CC           B+/Watch Neg
Adrastea SHG
  2007-1 Ltd.            A3        CC           CCC+/Watch Neg
Adrastea SHG
  2007-1 Ltd.            A4        CC           CCC-/Watch Neg
Bernoulli High
  Grade CDO II Ltd.      A-1B      CC           CCC/Watch Neg
Biltmore CDO
  2007-1 Ltd.            A-1       BBB-/        AA+/Watch Neg
                                   Watch Neg
Biltmore CDO
  2007-1 Ltd.            A-2         CC         B-/Watch Neg
Biltmore CDO
  2007-1 Ltd.            A-3         CC         CCC-/Watch Neg
Broadwick Funding Ltd.   A-1b        BB-        A+/Watch Neg
Broadwick Funding Ltd.   A-2         BB-        A+/Watch Neg
Broadwick Funding Ltd.   B           CCC-       BBB-/Watch Neg
Broadwick Funding Ltd.   C           CC         BB/Watch Neg
Broadwick Funding Ltd.   D           CC         CCC+/Watch Neg
CAMBER 7 plc             A-1         B          BBB/Watch Neg
CAMBER 7 plc             A-2         CCC+       B+/Watch Neg
CAMBER 7 plc             A-3         CCC        B+/Watch Neg
CAMBER 7 plc             B           CCC-       B-/Watch Neg
CAMBER 7 plc             C           CC         CCC/Watch Neg
Class V Funding II Ltd.  A-1         AA-/       AAA
                                     Watch Neg
Class V Funding II Ltd.  A-2A        CC         B/Watch Neg
Class V Funding II Ltd.  A-2B        CC         B/Watch Neg
Class V Funding II Ltd.  B           CC         CCC-/Watch Neg
Duke Funding XI Ltd.     X           CCC+/      BBB+/Watch Neg
                                     Watch Neg
Duke Funding XI Ltd.     Sr Swap     BB/        AA-/Watch Neg
                                     Watch Neg
Duke Funding XI Ltd.     A-1E        CCC+/      BBB-/Watch Neg
                                     Watch Neg
Duke Funding XI Ltd.     A-2E        CC         BB/Watch Neg
Duke Funding XI Ltd.     A-3E        CC         B+/Watch Neg
Duke Funding XI Ltd.     B-1E        CC         CCC-/Watch Neg
Duke Funding High Grade
VI Ltd.                 A-2L        B-/        BB/Watch Neg
                                     Watch Neg
Duke Funding High
Grade VI Ltd.           A-3L        CCC/       B/Watch Neg
                                     Watch Neg
GSC ABS CDO
  2006-2m Ltd.           A1A         AA-/       AAA
                                     Watch Neg
GSC ABS CDO
  2006-2m Ltd.           A1B         CCC-/      BB+
                                     Watch Neg
GSC ABS CDO
  2006-2m Ltd.           A-2         CC         BB
GSC ABS CDO
  2006-2m Ltd.           B           CC         CCC/Watch Neg
Ischus High Grade
  Funding I Ltd.         A1 J        BBB-/      AAA
                                     Watch Neg
Ischus High Grade
  Funding I Ltd.         A2          BB-/       A+
                                     Watch Neg
Ischus High Grade
  Funding I Ltd.         A3          CCC/       BB
                                     Watch Neg
Ischus High Grade
  Funding I Ltd.         B           CC         CCC-
Ischus Synthetic ABS
  CDO  2006-1 Ltd.       X           A/         AAA
                                     Watch Neg
Ischus Synthetic ABS
  CDO 2006-1 Ltd.        A-1LB       BB/        AA-/Watch Neg
                                     Watch Neg
Ischus Synthetic ABS
  CDO 2006-1 Ltd.        A-2L        CCC-/      BBB+/Watch Neg
                                     Watch Neg
Ischus Synthetic ABS
  CDO 2006-1 Ltd.        A-3L        CC         BBB-/Watch Neg
Ischus Synthetic ABS
  CDO 2006-1 Ltd.        B-1L        CC         BB-/Watch Neg
Ischus Synthetic ABS
  CDO 2006-2 Ltd.        A-1LA       B-srp/     BBB-srp/WatchNeg
                                     Watch Neg
Ischus Synthetic ABS
  CDO  2006-2 Ltd.       X           CCC/       CCC+/Watch Neg
                                     Watch Neg
Ischus Synthetic ABS
  CDO 2006-2 Ltd.        A-1LB       CC         CCC+/Watch Neg
Ischus Synthetic ABS
  CDO 2006-2 Ltd.        A-2L        CC         CCC-/Watch Neg
Jupiter High-Grade
  CDO VI Ltd.            A-1         BB-/       AA-/Watch Neg
                                     Watch Neg
Jupiter High-Grade
  CDO VI Ltd             A-2         CC          CCC+/Watch Neg
Libertas Preferred
  Funding I Ltd.         A-1         B+/         A
                                     Watch Neg
Libertas Preferred
  Funding I Ltd.         A-2         CCC-/       BBB-/Watch Neg
                                     Watch Neg
Libertas Preferred
  Funding I Ltd.         B           CC          BB/Watch Neg
Libertas Preferred
  Funding I Ltd.         C           CC          BB-/Watch Neg
Libertas Preferred
  Funding I Ltd.         D           CC          B-/Watch Neg
Libertas Preferred
  Funding I Ltd.         E           CC          CCC/Watch Neg
Libertas Preferred
  Funding I Ltd.         F           CC          CCC-/Watch Neg
Longstreet CDO I Ltd.    A-1         CCC-/       CCC+/Watch Neg
                                     Watch Neg
Midori CDO Ltd.          A-1 Funded  B-/         BBB/Watch Neg
                                     Watch Neg
Midori CDO Ltd.          A-1 Unfund  B-/         BBB/Watch Neg
                                     Watch Neg
Midori CDO Ltd.          A-X         A-          AAA/Watch Neg
Midori CDO Ltd.          A-2         CC          B+/Watch Neg
Midori CDO Ltd.          B           CC          CCC+/Watch Neg
Montauk Point
  CDO II Ltd.            A1J         CCC/        BB+/Watch Neg
                                     Watch Neg
Montauk Point
  CDO II Ltd.            A1S         CCC-/       BBB/Watch Neg
                                     Watch Neg
Montauk Point
  CDO II Ltd.            A2          CC          B/Watch Neg
Montauk Point
  CDO II Ltd.            A3          CC          B-/Watch Neg
Montauk Point
  CDO II Ltd.            A4          CC          CCC-/Watch Neg
North Cove
  CDO III Ltd.           A           CCC+/        BB+/Watch Neg
                                     Watch Neg
North Cove
  CDO III Ltd.           B           CCC/         B+/Watch Neg
                                     Watch Neg
North Cove
  CDO III Ltd.           C           CCC-/       CCC+/Watch Neg
                                     Watch Neg
North Cove
  CDO III Ltd.           D           CC/         CCC-/Watch Neg
                                     Watch Neg
Pyxis ABS CDO
  2006-1 Ltd.        UnfunSuper      CCC-         BB+
Pyxis ABS CDO
  2006-1 Ltd.            A-1         CC           CCC+/Watch Neg
Pyxis ABS CDO
  2006-1 Ltd.            A-2         CC           CCC-/Watch Neg
Ridgeway Court Funding
II Ltd.                 A1A         B/           BBB-/Watch Neg
                                     Watch Neg
Ridgeway Court Funding
II Ltd.                 A1B         CCC-/        BB/Watch Neg
                                     Watch Neg
Ridgeway Court Funding
II Ltd.                 A1C         CCC-/        BB/Watch Neg
                                     Watch Neg
Ridgeway Court Funding
II Ltd.                 A1X         CC           B-/Watch Neg
Ridgeway Court Funding
II Ltd.                 A2          CC           CCC+/Watch Neg
Ridgeway Court Funding
II Ltd.                 A3          CC           CCC-/Watch Neg
Rockville CDO I Ltd.     A-1         AA-/         AAA/Watch Neg
                                     Watch Neg
Rockville CDO I Ltd.     A-2         CC           B-/Watch Neg
Rockville CDO I Ltd.     A-3         CC           CCC/Watch Neg
Rockville CDO I Ltd.     B           CC           CCC-/Watch Neg
Rockville CDO I Ltd.     C           CC           CCC-/Watch Neg
Sharps CDO II Ltd.       A-1         BB/          BBB-
                                     Watch Neg
Sharps CDO II Ltd.       A-2         CCC+/        BB-/Watch Neg
                                     Watch Neg
Sharps CDO II Ltd.       A-3         CCC-/        B-/Watch Neg
                                     Watch Neg
Sharps CDO II Ltd.       B           CC           CCC/Watch Neg
Sorin CDO VI Ltd.        A-1LB       CCC/         B-/Watch Neg
                                     Watch Neg
Sorin CDO VI Ltd.        A-2L        CC           CCC/Watch Neg
South Coast Funding
VIII Ltd.               A-1V        BBB/         AA
                                     Watch Neg
South Coast Funding
VIII Ltd.               A-1NV       BBB/         AA
                                     Watch Neg
South Coast Funding
VIII Ltd.               A-2         BB/          A/Watch Neg
                                     Watch Neg
South Coast Funding
VIII Ltd.               B           CC           BBB-/Watch Neg
South Coast Funding
VIII Ltd.               C           CC           BB+/Watch Neg
South Coast Funding
VIII Ltd.               D           CC           B-/Watch Neg
South Coast Funding
VIII Ltd.               E           CC           CCC/Watch Neg
Tabs 2005-4 Ltd.         A           BB-/         AA/Watch Neg
                                     Watch Neg
Tabs 2005-4 Ltd.         B           CCC-/        BBB/Watch Neg
                                     Watch Neg
Tabs 2005-4 Ltd.         C           CC           BB+/Watch Neg
Tabs 2005-4 Ltd.         D           CC           BB/Watch Neg
Tabs 2005-4 Ltd.         E           CC           CCC+/Watch Neg
TAHOMA CDO III Ltd.      A-1         CC           BB-/Watch Neg
TAHOMA CDO III Ltd.      A-2         CC           CCC-/Watch Neg
Tahoma CDO Ltd.          A-1A        CCC+/        BBB/Watch Neg
                                     Watch Neg
Tahoma CDO Ltd.          A-1B        CC           BBB-/Watch Neg
Tahoma CDO Ltd.          A-2         CC           CCC/Watch Neg
Tazlina Funding CDO
II Ltd.                 A-2         CC           CCC-/Watch Neg
Tenorite CDO I Ltd.      Liquid Fac  CCC+/        BB/Watch Neg
                                     Watch Neg
Tenorite CDO I Ltd.      B           CC           CCC-/Watch Neg
Tenorite CDO I Ltd.      C           CC           CCC-/Watch Neg
Vertical Virgo
  2006-1 Ltd.            A-1S        CCC-/        BB/Watch Neg
                                     Watch Neg
Vertical Virgo
  2006-1 Ltd.            A1J         CC           B-/Watch Neg
Vertical Virgo
  2006-1 Ltd.            A2          CC           CCC-/Watch Neg
Zais Investment
  Grade Ltd. VIII        A-2         BBB          A+/Watch Neg
Zais Investment
  Grade Ltd. VIII        B           BB+          BBB+/Watch Neg
Zais Investment
  Grade Ltd. VIII        C           B            BBB-/Watch Neg
Zais Investment
  Grade Ltd. VIII        D           CCC-         BB-/Watch Neg


RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

                                            Rating
Transaction                Class     To              From

CAMBER 7 plc               S         BBB+         BBB+/Watch Neg
Duke Funding High Grade
VI Ltd.                   X         AAA          AAA/Watch Neg
Duke Funding High Grade
VI Ltd.                   A-1LA     AA           AA/Watch Neg
Montauk Point CDO II Ltd.  Combo Sec AAA          AAA/Watch Neg


RATING PLACED ON CREDITWATCH NEGATIVE
                                            Rating
Transaction                Class       To              From

Ischus High Grade Funding
I Ltd.                    A1 S        AA/Watch Neg    AA


OTHER RATINGS REVIEWED

Transaction                Class       Rating

Adrastea SHG 2007-1 Ltd.   B           CC
Bernoulli High Grade CDO
II Ltd.                   A-1A        AA+
Bernoulli High Grade CDO
II Ltd.                   B           CC
Bernoulli High Grade CDO
II Ltd.                   C           CC
Bernoulli High Grade CDO
II Ltd.                   D           CC
Bernoulli High Grade CDO
II Ltd.                   E           CC
Bernoulli High Grade CDO
II Ltd.                   F           CC
Bernoulli High Grade CDO
II Ltd.                   G           CC
Biltmore CDO 2007-1 Ltd.   A-4         CC
Biltmore CDO 2007-1 Ltd.   B           CC
Biltmore CDO 2007-1 Ltd.   C           CC
Biltmore CDO 2007-1 Ltd.   D           CC
Biltmore CDO 2007-1 Ltd.   E           CC
Broadwick Funding Ltd.     S           AAA
Cairn High Grade ABS CDO
II Ltd.                   A-S         CC
Cairn High Grade ABS CDO
II Ltd.                   A-J         CC
Cairn High Grade ABS CDO
II Ltd.                   B           CC
Cairn High Grade ABS CDO
II Ltd.                   C           CC
Cairn High Grade ABS CDO
II Ltd.                   D           CC
CAMBER 7 plc               D           CC
CAMBER 7 plc               E           CC
Class V Funding II Ltd.    C           CC
Class V Funding II Ltd.    D           CC
Duke Funding High Grade
VI Ltd.                   A-1LB       AA-/Watch Neg
Duke Funding High Grade
VI Ltd.                   B-1L        CC
GSC ABS CDO 2006-2m Ltd.   C           CC
GSC ABS CDO 2006-2m Ltd.   D           CC
GSC ABS CDO 2006-2m Ltd.   E           CC
GSC ABS CDO 2006-2m Ltd.   F           CC
GSC ABS CDO 2006-2m Ltd.   G           CC
Ischus High Grade Funding
I Ltd.                    C           CC
Ischus Synthetic ABS CDO
2006-2 Ltd.               A-3L        CC
Ischus Synthetic ABS CDO
2006-2 Ltd.               B-1L        CC
Ischus Synthetic ABS CDO
2006-2 Ltd.               B-2L        CC
Jupiter High-Grade CDO
VI Ltd.                   A-3         CC
Jupiter High-Grade CDO
VI Ltd.                   A-4         CC
Jupiter High-Grade CDO
VI Ltd.                   C           CC
Jupiter High-Grade CDO
VI Ltd.                   D           CC
Jupiter High-Grade CDO
VI Ltd.                   E           CC
Jupiter High-Grade CDO
VI Ltd.                   B           CC
Libertas Preferred Funding
I Ltd.                    G           CC
Longstreet CDO I Ltd.      A-2         CC
Longstreet CDO I Ltd.      B           CC
Longstreet CDO I Ltd.      C           CC
Longstreet CDO I Ltd.      D           CC
Longstreet CDO I Ltd.      E           CC
Longstreet CDO I Ltd.      F           CC
Longstreet CDO I Ltd.      G           CC
Midori CDO Ltd.            C           CC
Midori CDO Ltd.            D           CC
Midori CDO Ltd.            E           CC
Montauk Point CDO II Ltd.  B           CC
Montauk Point CDO II Ltd.  C           CC
North Cove CDO III Ltd.    E           CC
Pyxis ABS CDO 2006-1 Ltd.  B           CC
Pyxis ABS CDO 2006-1 Ltd.  C           CC
Pyxis ABS CDO 2006-1 Ltd.  D           CC
Pyxis ABS CDO 2006-1 Ltd.  X           CC
Ridgeway Court Funding
II Ltd.                   A4          CC
Ridgeway Court Funding
II Ltd.                   A5          CC
Ridgeway Court Funding
II Ltd.                   B           CC
Ridgeway Court Funding
II Ltd.                   C           CC
Rockville CDO I Ltd.       D           CC
Rockville CDO I Ltd.       E           CC
Sharps CDO II Ltd.         C           CC
Sharps CDO II Ltd.         D-1         CC
Sharps CDO II Ltd.         D-2         CC
Sorin CDO VI Ltd.          A-1LA       BB-/Watch Neg
Sorin CDO VI Ltd.          A-3L        CC
Sorin CDO VI Ltd.          B-1L        CC
Sorin CDO VI Ltd.          B-2L        CC
TAHOMA CDO III Ltd.        B           CC
TAHOMA CDO III Ltd.        C           CC
TAHOMA CDO III Ltd.        D           CC
Tahoma CDO Ltd.            A-3         CC
Tahoma CDO Ltd.            B           CC
Tahoma CDO Ltd.            C           CC
Tahoma CDO Ltd.            D           CC
Tahoma CDO Ltd.            E           CC
Tazlina Funding CDO
II Ltd.                   A-1         AA/Watch Neg
Tazlina Funding CDO
II Ltd.                   A-3         CC
Tazlina Funding CDO
II Ltd.                   B           CC
Tazlina Funding CDO
II Ltd.                   C           CC
Tazlina Funding CDO
II Ltd.                   D           CC
Tazlina Funding CDO
II Ltd.                   E           CC
Tenorite CDO I Ltd.        D           CC
Tenorite CDO I Ltd.        E           CC
Tenorite CDO I Ltd.        F           CC
Tenorite CDO I Ltd.        F2          CC
Vertical Virgo 2006-1 Ltd. A3          CC
Vertical Virgo 2006-1 Ltd. B1          CC
Vertical Virgo 2006-1 Ltd. B2          CC
Vertical Virgo 2006-1 Ltd. B3          CC
Vertical Virgo 2006-1 Ltd. I Sub Nts   CC
Vertical Virgo 2006-1 Ltd. II Sub Nts  CC
Zais Investment Grade Ltd.
VIII                      A-1         AAA


* Neal Goldstein and Thomas Shapira Join Seyfarth Shaw as Partners
------------------------------------------------------------------
New partners Neal T. Goldstein and Thomas B. Shapira have joined
Seyfarth Shaw LLP's Corporate Health Care Practice Group in the
firm's Chicago office.  Prior to joining Seyfarth Shaw, both were
principals with Much Shelist Denenberg Ament & Rubenstein P.C.

Mr. Goldstein is a seasoned corporate attorney whose practice
focuses on health care and closely held businesses where he
advises physician group practices on health care business issues,
fraud and abuse, and consolidation.  In addition, he counsels
companies who do business in health care, manufacturing,
distribution and real estate providing advice on mergers and
acquisitions, succession planning, ownership structuring, and
general corporate law and business matters.

Mr. Shapira has extensive transactional experience in the health
care industry.  His practice focuses on representing physician
groups in relation to the formation and/or consolidation of
medical practices, physician practice sales and acquisitions, and
the establishment of concierge or retainer practices.  He also
works with health care providers to address various operations
issues, drafts physician practice management agreements, and
negotiates settlements and spin-offs of physician practices in the
context of bankruptcy workouts.

"[Messrs. Goldstein and Shapira] have a strong reputation in the
health care industry and will be valuable additions to our growing
corporate health care practice," Allan Reich, chair of Seyfarth
Shaw's Corporate and Finance Practice Group, said.  "We have long
sought to strengthen the health care component of our corporate
practice and these skilled and dynamic attorneys will help elevate
our presence in the health care field."

Seyfarth Shaw's health care and pharmaceutical attorneys represent
clients and organizations of all types across the health care
industry providing counsel in several principal areas of health
care and pharmaceutical law, including: licensing, distribution
and product acquisitions; mergers and acquisitions; fraud and
abuse, compliance and related regulations; labor and employment
issues; intellectual property; financing; and other types of
business issues.  With the cross-disciplinary support of attorneys
from Seyfarth Shaw's other practice groups, the firm's health care
and pharmaceutical attorneys have the broad-based skill-set
necessary to meet the complex and ever-changing needs of health
care and pharmaceutical clients.

"We are delighted to welcome [Messrs. Goldstein and Shapira] to
Seyfarth Shaw," David J. Rowland, managing partner of Seyfarth
Shaw's Chicago office, stated.  "[Messrs. Goldstein and Shapira]  
are a good fit with both our business strategy for our office and
with the collegial culture of our firm."

Mr. Goldstein is admitted to practice law in Illinois.  He
received his B.S. from the University of Illinois and earned his
J.D. from Loyola University Chicago School of Law.  He was named
one of the country's "Outstanding Physician Practice Lawyers" by
Nightingale's Healthcare News.  Mr. Goldstein has served as a
guest lecturer at Loyola University Chicago School of Law's
Institute for Health Law and as a reviewer for The Law of Medical
Practice in Illinois.

Mr. Shapira is admitted to practice law in Illinois.  He received
his A.B. from Brown University and his J.D. from the University of
Pennsylvania.  He was named one of the country's most "Outstanding
Healthcare Transaction Lawyers" in 2007 by Nightingale's
Healthcare News.  Mr. Shapira is a member of the American Health
Lawyers Association, the Illinois Association of Healthcare
Attorneys, the American Bar Association, and the Chicago Bar
Association. He is also a guest lecturer at Loyola University
Chicago School of Law's Institute for Health Law.

"On behalf of [Mr. Shapira] and myself, we are honored to have the
opportunity to join a growing health care practice with a strong
national footprint that will enhance the level of resources we can
offer to our clients," Mr. Goldstein said.  "We are very excited
to be a part of Seyfarth Shaw and look forward to our future with
the firm."

                    About Seyfarth Shaw LLP

Headquartered in New York City, Seyfarth Shaw LLP --
http://www.seyfarth.com/-- is a full-service law firm with over  
750 attorneys located in nine offices throughout the United States
including Chicago, New York, Boston, Washington D.C., Atlanta,
Houston, Los Angeles, San Francisco and Sacramento, as well as
Brussels, Belgium.  The firm provides a broad range of legal
services in the areas of real estate, labor and employment,
employee benefits, litigation and business services. Seyfarth
Shaw's practice reflects virtually every industry and segment of
the country's business and social fabric.  Clients include over
200 of the Fortune 500 companies, financial institutions,
newspapers and other media, hotels, health care organizations,
airlines and railroads.  The firm also represents a number of
federal, state, and local governmental and educational entities.


* Motley Rice Welcomes Securities and Consumer Fraud Partners
-------------------------------------------------------------
Motley Rice LLC added four lawyers to its Securities and Consumer
Fraud practice group.  Lawyers Mary Joyce Carlson, John C. Duane,
William S. Norton and Daniel C. Rome all bring their individual
talents and resources to the firm's work on behalf of investors,
consumers and victims of wrongdoing.

Mary Joyce Carlson joins Motley Rice with over 25 years of
experience in labor, healthcare and employment law.  Ms. Carlson
has consulted with and represented labor organizations as:

   -- Service Employees International Union
   -- American Federation of State, County and Municipal Employees   
   -- The International Brotherhood of Teamsters
   -- The United Food and Commercial Workers International Union
   -- UNITE HERE CLC (a merged entity of the former Union of
      Needletrades, Industrial and Textile Employees and the
      former Hotel Employees and Restaurant Employees
      International Union)

In addition to her broad knowledge in areas such as healthcare and
employment benefits litigation matters and advocacy before
licensure and regulatory agencies, Ms. Carlson's history of strong
relationships with unions greatly complements both the foundation
and current work of Motley Rice.  Ms. Carlson brings her
experience representing labor unions and other clients in both the
public and private sectors to her work with the Motley Rice
Securities and Consumer Fraud practice group.  Ms. Carlson will
also assist the Motley Rice Anti-Terrorism and Human Rights
practice group in their efforts to seek redress for victims of
violent crime and terrorism in the United States and abroad.  She
has been involved in the ABA Rule of Law Project to train
governments and countries in designing and administering labor and
human rights accords.  Additionally, she has served in a
consulting role with the London based International Trade Union
Center for Labor and Human Rights.

Ms. Carlson is the former General Counsel to the Heath Care
Division of the Service Employees International Union, a health
care industry union in the United States.  She also served as
Deputy General Counsel of the National Labor Relations Board under
the appointment of President Clinton, as a consultant with the
State Department and Ministry of Labor in Chile and was Of Counsel
to Washington, D.C.-based litigation firm James & Hoffman, P.C.
Ms. Carlson earned a Juris Doctor from Duke University School of
Law and is licensed in Georgia.

Also joining Motley Rice is John Duane, a former federal
prosecutor with the U.S. Attorney's Office for the District of
South Carolina, where he prosecuted a variety of cases, including
white collar and violent crimes.  He brings trial experience and a
training background to both the securities and aviation litigation
teams at Motley Rice.  Mr. Duane was the 2004 Assistant United
States Attorney of the Year for the Charleston Division. Prior to
joining the U.S. Attorney's Office, Mr. Duane worked on criminal
and civil cases for several years as a law clerk for Senior U.S.
District Judge C. Weston Houck.  He earned a Bachelor of Arts from
the College of Charleston, a Juris Doctor from the University of
South Carolina School of Law, and is licensed in South Carolina.
Prior to joining Motley Rice, Bill Norton gained litigation
experience representing clients in complex securities class
actions, involving both SEC investigations and electronic
discovery with a large New York-based law firm.  He clerked in the
U.S. Attorney's Office for the District of Massachusetts and has
been involved with multiple legal outreach and community programs.
Norton earned a Bachelor of Science from the University of South
Carolina and a Juris Doctor from Boston University School of Law.
He is licensed in Massachusetts and New York.

Mr. Rome joins Motley Rice from Automated Trading Desk, LLC, where
he served as the compliance manager, ensuring operational
compliance at a firm trading over 300 million shares a day.  
During the past twelve years he has served in various positions
within the securities industry, ranging from selling securities to
working in a client services capacity, however he has spent most
of his career addressing securities compliance.  Mr. Rome is a
member of the AML Strategic Leadership Group. He earned a Bachelor
of Arts from West Chester University of Pennsylvania and a Juris
Doctor from Widener University School of Law.  He is licensed in
Pennsylvania.

"We are delighted that each of these talented lawyers chose to
join our team," Joe Rice, Motley Rice co-founding member, stated.
"Their experiences representing U.S. and foreign businesses in
diversified complex matters will greatly enhance our securities
practice and our focus on corporate governance and shareholders'
rights."

                       About Motley Rice LLC

Headquartered in  Mt. Pleasant, South Carolina, Motley Rice LLC
http://www.motleyrice.com/is one of the nation's plaintiffs'  
litigation firms.  Motley Rice lawyers gained recognition for
their litigation targeting bad business practices which have
negatively impacted workers, the environment, public entities,
aviation passengers, innocent victims of terrorism and shareholder
value.  The firm has nearly 70 lawyers and hundreds of staff, the
firm continues to handle complex litigation, including cases in
the areas of securities fraud, shareholder rights, aviation,
asbestos bankruptcy, and human rights.  The securities and
consumer fraud practice group, composed of lawyers, business
analysts and investigators, utilizes up-to-date case analysis and
litigation strategies and has been appointed lead counsel in
multiple cases.


* Bridge Associates Revamps Organization Structure
--------------------------------------------------
Bridge Associates LLC disclosed a number of changes to its
organization structure in order to meet the challenges posed by
the increasing demand for the firm's services.

Effective immediately, Bridge will utilize a "matrix" structure in
which administrative functional areas will work in tandem with
practice group specialties to create a more fluid and dynamic
organization that is capable of responding quickly and efficiently
to changes in the market and the needs of clients.  Anthony
Schnelling will serve as Chief Executive Officer and will be
responsible for Bridge's marketing and firm strategy.  Carl Young
will become President and will head-up Bridge's critical
recruiting activities.  Mark Stickel will add the responsibilities
of Chief Financial Officer to his existing duties as the firm's
Chief Administrative Officer.  David Phelps will become Chief
Operating Officer and a member of the firm's Executive Committee,
responsible for overseeing Bridge's practice areas.

The practice areas will now be grouped together to incorporate
Turnaround Services and Creditor Recovery activities. Louis
Robichaux will become head of the Turnaround Services group and
will manage Bridge's Healthcare, Turnaround and Restructuring,
Valuation, Litigation Support and Financial Services practices.
John Pidcock will continue to oversee and manage the firm's
Creditor Recovery Practice.

Commenting on these changes, Anthony Schnelling stated, "Bridge
Associates has more than doubled in size over the past year and a
half, and it has become apparent that we need a more flexible
functional organization structure to enable us to handle the
challenges posed by this growth. We believe that our new
structure, that defines administrative functional areas and
practice group specialties, will enhance our ability to serve the
needs of our clients."

In addition to the establishment of key administrative functional
areas, Bridge will continue to be organized around key practice
group specialties, including Healthcare Services, Turnaround and
Restructuring, and Valuations, Litigation Support and Financial
Services. These practice group specialties will be expanded as the
needs of the business require, but the firm's administrative
infrastructure should now be set for the foreseeable future.

Mr. Schnelling commented that "under this new structure, we
expect our professionals to take on a variety of administrative
functional responsibilities in addition to their practice
specialty roles.  This will allow us to grow while retaining the
focus of the firm –- to provide exceptional service to our
clients."

Bridge Associates LLC -- http://www.bridgellc.com/-- is a  
turnaround, crisis and interim management firm.  The firm's
clients are middle market and Fortune 500 companies.


* Michael Baxter Appointed as Chair of ABA Bankruptcy Committee
---------------------------------------------------------------
Michael St. Patrick Baxter, a partner at Covington & Burling LLP,
has been named chair of the business bankruptcy committee of the
American Bar Association's section of business law.

The Business Bankruptcy Committee operates through 33
subcommittees, as well as a number of task forces, working groups
and special projects, and through joint projects with the ABA.   
Each year, the committee offers numerous educational programs at
the National Conference of Bankruptcy Judges and at the ABA
Section of Business Law's Spring Meeting.  The committee also
serves as a resource to Congress in connection with proposals to
amend the Bankruptcy Code and the Federal Rules of Bankruptcy
Procedure.  Mr. Baxter's term is for three years.

At Covington, Mr. Baxter's practice includes advising debtors,
creditors, and official committees in bankruptcy cases; advising
on the structuring of transactions involving financially troubled
companies; counseling companies in workouts, corporate
restructurings, and bankruptcy reorganizations; and acting as a
Chapter 11 bankruptcy trustee.

Mr. Baxter is a Conferee of the National Bankruptcy Conference, a
Fellow of the American College of Bankruptcy, a member of the
American Law Institute and the International Insolvency Institute,
and an adjunct professor at the George Washington University Law
School.

Founded in 1919, Covington & Burling LLP -- http://www.cov.com/--  
provides corporate, litigation, and regulatory expertise to enable
clients to achieve their goals.  The firm has 650 lawyers and
offices in Beijing, Brussels, London, New York, San Francisco, and
Washington, DC.


* NHB Names Hernan Serrano as Manging Director in New York
----------------------------------------------------------
NachmanHaysBrownstein, Inc. appointed Hernan Serrano as a Managing
Director in its New York Office.

Mr. Serrano has over twenty years of experience in the corporate
recovery and reorganization arenas.  He has worked as an advisor
to law firms, investment banks, accounting firms, commercial
banks, asset-based lenders, financial advisors and corporations.   
Mr. Serrano’s experience includes such industries as
telecommunications, retail, car dealerships, food industry,
manufacturing, transportation, gas and oil and chemicals.  Some of
the companies in which he has been involved include:  Hancock
Fabrics, Everyday Convenience Stores, Mystic Tank Lines, Sterling
Optical, and Roadhouse Grill.

Mr. Serrano has served as a trustee and receiver in numerous
cases, including actions brought by the Federal Trade Commission.  
He is known for his expertise in assessing situations quickly and
running companies productively and efficiently.  Some of the FTC
matters on which he has worked include Better Budget Financial
Services, Inc., Micom Corporation and Five Star Automotive.  

Mr. Serrano's prior recovery practice experience was obtained at
FTI and Mahoney Cohen & Company.  He reached at (212) 848-0262.

                   About NachmanHaysBrownstein

Based in Philadelphia, NachmanHaysBrownstein Inc. --
http://www.nhbteam.com/-- is one of the country's leading
turnaround and crisis management firms, having been included among
the "Outstanding Turnaround Firms" in Turnarounds & Workouts for
the past twelve consecutive years.  NHB demonstrates leadership in
corporate renewal by creating value and preserving capital through
turnaround and crisis management, financial advisory, investment
banking and fiduciary services to financially challenged companies
throughout America, as well as through their investors, lenders
and trade creditors.  NHB focuses on producing lasting performance
improvement and maximizing the business' value to stakeholders by
providing the leadership and credibility required to reconcile the
client's objectives, economic reality and available alternatives
to establish an achievable goal.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re 56 First Street, LLC
   Bankr. D. N.J. Case No. 08-24850
      Chapter 11 Petition filed August 6, 2008
         Filed as Pro Se

In Re G. William Fouss
   Bankr. N.D. Ohio Case No. 08-34164
      Chapter 11 Petition filed August 6, 2008
         See http://bankrupt.com/misc/ohnb08-34164.pdf  

In Re Equine Addiction, Inc.
   Bankr. D. Ore. Case No. 08-62914
      Chapter 11 Petition filed August 6, 2008
         See http://bankrupt.com/misc/orb08-62914.pdf

In Re Charles A. Barbieri
   Bankr. M.D. Tenn. Case No. 08-06870
      Chapter 11 Petition filed August 6, 2008
         See http://bankrupt.com/misc/tnmb08-06870.pdf  

In Re Brentton Wade Wolfingbarger
   Bankr. S.D. W. Va. Case No. 08-40204
      Chapter 11 Petition filed August 6, 2008
         See http://bankrupt.com/misc/wvsb08-40204.pdf

In Re Brace Tractor Service, LLC
   Bankr. M.D. Fla. Case No. 08-04678
      Chapter 11 Petition filed August 6, 2008
         See http://bankrupt.com/misc/flmb08-04678.pdf

In Re Donald Lee Hall
   Bankr. S.D. Tex. Case No. 08-10414
      Chapter 11 Petition filed August 7, 2008
         See http://bankrupt.com/misc/txsb08-10414.pdf

In Re Richard Lee Smith, Sr.
   Bankr. E.D. N.C. Case No. 08-05311
      Chapter 11 Petition filed August 7, 2008
         See http://bankrupt.com/misc/nceb08-05311.pdf   

In Re Mid-America Golf Car Transport, Inc.
   Bankr. D. Kans. Case No. 08-21930
      Chapter 11 Petition filed August 7, 2008
         See http://bankrupt.com/misc/ksb08-21930.pdf  

In Re Specialty Fabrication & Design, Inc.
   Bankr. D. N.J. Case No. 08-24901
      Chapter 11 Petition filed August 7, 2008
         See http://bankrupt.com/misc/njb08-24901.pdf  

In Re Maurice R. Strawn, Sr.
   Bankr. W.D. Pa. Case No. 08-70882
      Chapter 11 Petition filed August 7, 2008
         See http://bankrupt.com/misc/pawb08-70882.pdf  

In Re N-Line Express, Inc.
   Bankr. N.D. Ill. Case No. 08-72529
      Chapter 11 Petition filed August 7, 2008
         See http://bankrupt.com/misc/ilnb08-72529.pdf  

In Re Phoenix Pizza Inc.
   Bankr. C.D. Calif. Case No. 08-20050
      Chapter 11 Petition filed August 7, 2008
         See http://bankrupt.com/misc/cacb:08-20050.pdf

In Re Stone Point Colony Condos
   Bankr. N.D. Ga. Case No. 08-75146
      Chapter 11 Petition filed August 8, 2008
         Filed as Pro Se

In Re Southern Electrical Service Company of Clay
   Bankr. M.D. Ga. Case No. 08-40834
      Chapter 11 Petition filed August 8, 2008
         See http://bankrupt.com/misc/gamb08-40834.pdf  

In Re Roseville Gold Inc.
   Bankr. E.D. Calif. Case No. 08-31053
      Chapter 11 Petition filed August 8, 2008
         See http://bankrupt.com/misc/caeb08-31053.pdf


In Re West Coast Samples, Inc.
   Bankr. C.D. Calif. Case No. 08-20109
      Chapter 11 Petition filed August 8, 2008
         See http://bankrupt.com/misc/cacb08-20109.pdf  

In Re Tigo Gifts Inc.
   Bankr. D. Idaho Case No. 08-01681
      Chapter 11 Petition filed August 8, 2008
         See http://bankrupt.com/misc/idb08-01681.pdf  

In Re Rostie Enterprises, L.L.C.
   Bankr. W.D. Mo. Case No. 08-43279
      Chapter 11 Petition filed August 8, 2008
         See http://bankrupt.com/misc/mowb08-43279.pdf  

In Re Capital Dinner Theatre, Inc
   Bankr. M.D. Pa. Case No. 08-02834
      Chapter 11 Petition filed August 8, 2008
         See http://bankrupt.com/misc/pamb8-02834.pdf

In Re Nunzio Peter Pagano, Sr.
   Bankr. S.D. W. Va. Case No. 08-20764
      Chapter 11 Petition filed August 8, 2008
         See http://bankrupt.com/misc/vasb08-20764.pdf

In Re Braddocks, Inc.
   Bankr. D. N.J. Case No. 08-25082
      Chapter 11 Petition filed August 9, 2008
         See http://bankrupt.com/misc/njb08-25082.pdf

In Re Valuelinx Corporation, Inc.
   Bankr. W.D. Ark. Case No. 08-73149
      Chapter 11 Petition filed August 10, 2008
         See http://bankrupt.com/misc/arwb08-73149.pdf  

In Re Masoud Heydari
   Bankr. C.D. Calif. Case No. 08-15804
      Chapter 11 Petition filed August 11, 2008
         Filed as Pro Se

In Re Robert S. Bennett
   Bankr. S.D. Tex. Case No. 08-35285
      Chapter 11 Petition filed August 11, 2008
         Filed as Pro Se

In Re Andrews Electronics, Inc.
   Bankr. M.D. Fla. Case No. 08-12078
      Chapter 11 Petition filed August 11, 2008
         See http://bankrupt.com/misc/flmb08-12078.pdf  

In Re Bellevue LLC
   Bankr. C.D. Calif. Case No. 08-22471
      Chapter 11 Petition filed August 11, 2008
         See http://bankrupt.com/misc/cacb08-22471.pdf  

In Re Harry Richard Quadracci
   Bankr. S.D. Fla. Case No. 08-21325
      Chapter 11 Petition filed August 11, 2008
         See http://bankrupt.com/misc/flsb08-21325.pdf  

In Re S&W Group, LLC
   Bankr. S.D. Fla. Case No. 08-21379
      Chapter 11 Petition filed August 11, 2008  
         See http://bankrupt.com/misc/flsb08-21379.pdf  

In Re Lacefield Plastics, LLC
   Bankr. D. Utah Case No. 08-25228
      Chapter 11 Petition filed August 11, 2008
         See http://bankrupt.com/misc/ut08-25228.pdf

In Re Cynthia A. Dziurgot Farnsworth
   Bankr. D. Mass. Case No. 08-42577
      Chapter 11 Petition filed August 11, 2008
         See http://bankrupt.com/misc/mab08-42577.pdf  

In Re Douglas Pugmire
   Bankr. W.D. Mich. Case No. 08-07026
      Chapter 11 Petition filed August 11, 2008
         See http://bankrupt.com/misc/miwb08-07026.pdf  

In Re CV General Store, Inc.
   Bankr. D. Mass. Case No. 08-15993
      Chapter 11 Petition filed August 11, 2008
         See http://bankrupt.com/misc/mab08-15993.pdf  

In Re Western Capital Corporation
   Bankr. D. Del. Case No. 08-11879
      Chapter 11 Petition filed August 12, 2008
         See http://bankrupt.com/misc/deb08-11879.pdf

In Re The Ambassadors, J.V.
   Bankr. S.D. Fla. Case No. 08-21396
      Chapter 11 Petition filed August 12, 2008
         See http://bankrupt.com/misc/flsb08-21396.pdf

In Re Azad Majeed, LLC
   Bankr. M.D. Fla. Case No. 08-04757
      Chapter 11 Petition filed August 12, 2008
         See http://bankrupt.com/misc/flmb08-04757.pdf  

In Re Malbern Holding Corp.
   Bankr. E.D. N.Y. Case No. 08-45236
      Chapter 11 Petition filed August 12, 2008
         See http://bankrupt.com/misc/nyeb08-45236.pdf

In Re Surf Ave, Inc.
   Bankr. E.D. N.Y. Case No. 08-74344
      Chapter 11 Petition filed August 12, 2008
         See http://bankrupt.com/misc/nyeb08-74344.pdf  


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Raphael M. Palomino, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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