TCR_Public/080716.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 16, 2008, Vol. 12, No. 168           

                             Headlines

26-01 ASTORIA: Taps Robinson Brog as General Counsel
AGILENT TECHNOLOGIES: Moody's Affirms Ratings; Outlook Positive
AIRTRAN HOLDINGS: Moody's Cuts Corporate Family Rating to Caa2
AMERICAN COLOR: Files Chapter 11 Petition to Pursue Vertis Merger
AMERICAN COLOR: Case Summary & 30 Largest Unsecured Creditors

AQUILA INC: S&P Lifts Corporate Credit Rating to 'BBB' from 'BB-'
ATA AIRLINES: Wants Plan Filing Deadline Extended to Feb. 26
ATARI INC: JH Cohn Expresses Going Concern Doubt
ATTENTUS CDO: Fitch's 'B' Notes Rating Placed Under Negative Watch
ATTENTUS CDO: Fitch Places 'B-' Notes Rating Under Negative Watch

ATTENTUS CDO: Portfolio Credit Concerns Cue Fitch's Negative Watch
BERING CDO: Fitch Downgrades Ratings on Seven Classes of Notes
BHM TECHNOLOGIES: Committee Wants to Retain Jaffe as Counsel
BHM TECHNOLOGIES: Court Approves White & Case as Counsel
BHM TECHNOLOGIES: Court Approves Pepper Hamilton as Counsel

BHM TECHNOLOGIES: Wants Rothschild as Advisor Despite Objection
BHM TECHNOLOGIES: Varnum Responds to U.S. Trustee's Objection
BRASCAN REAL ESTATE: Moody's Affirms Ratings of 5 Classes of Notes
BSML INC: Brent Knudsen Resigns as Board Director
BAOSHINN CORP: Dominic K.F. Chan Expresses Going Concern Doubt

CALPINE CORP: Promotes Andres Walker to Vice President
CAVIATA LLC: Taps Cecilia L. Rosenauer Ltd. as Bankruptcy Counsel
CHEVY CHASE: Moody's Rates Additional Tranches on 2007-2 Certs.
CLEARLY CANADIAN: KPMG LLP Expresses Going Concern Doubt
CLOVERIE PLC: Fitch Cuts Ratng to CC from A- on Poor Collateral

CLOVERIE PLC: Collateral Deterioration Cues Fitch to Junk Rating
CLOVERIE PLC: Fitch Slashes Rating on $15MM Class A Notes to 'CC'
CLOVERIE PLC: Fitch Cuts $15MM Class B Notes Rating to CC from BB+
CLOVERIE PLC: Fitch Lowers Ratings to CCC from BBB- on $10MM Notes
CLOVERIE PLC: Fitch Junks $10MM Notes Rating; Removes Neg. Watch

CLOVERIE PLC: Fitch Junks $40MM Notes Rating; Removes Neg. Watch
COOPER TIRE: Moody's Affirms B2 Ratings; Changes Outlook to Stable
CRANSTON II: Section 341(a) Meeting Set for July 29
CRANSTON II: Can Employ Avrum J. Rosen PLLC as Attorney
CRANSTON II: Taps CobbCorp LLC as Professional Business Broker

CROSSWINDS AT VERMILLION: Case Summary & 11 Largest Creditors
CWCAPITAL COBALT: Moody's Affirms Ba2 Rating of Notes
DRI CORP: Secures Financing Initiatives with PNC Bank and BHC
DYNCORP INT'L: Prices $125MM Offering of 9-1/2% Senior Sub. Notes
DYNCORP INT'L: S&P Holds 'B' Rating on Proposed $445MM Notes Issue

EARTHFIRST TECH: Gets Interim Nod to Employ Gulf Atlantic as CRO
EARTHFIRST TECH: Gets Interim Nod to Employ J&B as Counsel
EKBERG STUCCO: Case Summary & 20 Largest Unsecured Creditors
FEC RESOURCES: Posts $5.95M Net Loss for Year Ended Dec. 31, 2007
FIRST FRANKLIN: Moody's Revises Rating to Consider Loss Allocation

FOUNDATIONS INC: Taps SulmeyerKupetz as General Bankruptcy Counsel
GATEHOUSE MEDIA: Debt Woes to Likely Cue Liquidation or Bankruptcy
GENERAL MOTORS: To Bolster Liquidity by $15 Bil. Through 2009
GENERAL MOTORS: S&P Retains Negative Watch After Cost Reductions
GPS INDUSTRIES: Board Elects Hogan and Sole as Directors

GRAND ISLAND TOWNHOMES: Voluntary Chapter 11 Case Summary
HANNA PROPERTIES: Case Summary & Seven Largest Unsecured Creditors
HEXION SPECIALTY: Huntsman Acquisition Gets EU Conditional Nod
HOLLINGER INC: Receives Securities Cease Trade Order from OSC
HOOSIER TRADEWINDS: Case Summary & 20 Largest Unsecured Creditors

INDYMAC BANCORP: Bank Shutdown Prompts Fitch's Default Rating
INDYMAC BANCORP: S&P Puts D Rtng After Unit Placed in Receivership
IRVINE SENSORS: Issues 150,000 Shares to Financial Advisory Firm
IXI MOBILE: Gemini Entities & Yossi Sela Own 15.51% Equity Stake
IXI MOBILE: March 31 Balance Sheet Upside-Down by $586,000

JONES ESTATE: Case Summary & Six Largest Unsecured Creditors
KINGSWAY FINANCIAL: A.M. Best Cuts Issuer Credit Rating to 'bb-'
KODIAK CDO: Fitch Puts Three Low-B Ratings Under Negative Watch
KODIAK CDO: Fitch Puts 'B' Rating on $35MM Notes on Neg. Watch
LEINER HEALTH: Completes $371 Million Sale of Assets to NBTY Inc.

LE-NATURE'S INC: Court Confirms Panels' Amended Chapter 11 Plan
LUMINENT MORTGAGE: Needs to Pay $182MM Under Repurchase Agreement
MCCLATCHY COMPANY: Debt Woes Could Cue Liquidation or Chapter 11  
MISTRAL PHARMA: Court Extends Time to Make Proposal to Creditors
ML-CFC COMMERCIAL: S&P Junks Ratings on Two Certificate Classes

MORGAN STANLEY TRUST: S&P Cuts Ratings on Six Certificate Classes
MSC 2006-SRR1: Moody's Affirms Ratings of 17 Classes of Notes
MW JOHNSON: Files Schedules of Assets and Liabilities
NANOGEN INC: Stockholders Approve Debt Restructuring Proposal
NATIONAL RESIDENTIAL: Case Summary & One Unsecured Creditor

NBTY INC: Completes $371MM Acquisition of Leiner Health Assets
WESTERN NONWOVENS: Case Summary & 35 Largest Unsecured Creditors
OAKRIDGE HOMES: Sec. 341(a) Meeting Set for July 24
PALM RIDGE: Sec. 341(a) Meeting Set for August 4
PIERRE FOODS: Files for Bankruptcy, Obtains $35MM Oaktree Facility
PIERRE HOLDING: Case Summary & 30 Largest Unsecured Creditors

PIERRE FOODS: Bankruptcy Filing Cues S&P's Default Ratings
RESTRUCTURED ASSET: S&P Lifts $25MM Certs. Rating to AA from BB+
RIVER ELKS: Sec. 341(a) Meeting Set for July 29
SERVICE CORP: S&P's 'BB' Rating Unmoved by Stewart Offer
SPECTRUM BRANDS: Fitch's Rating Unmoved by Terminated Salton Deal

TABERNA PREFERRED: Fitch Places Three Notes Rating on Neg. Watch
TABERNA PREFERRED: S&P Puts Rating on $46.08MM Notes at Neg. Watch
TABERNA PREFERRED: Fitch Puts Five Low-B Ratings Under Neg. Watch
TABERNA PREFERRED: Portfolio Credit Worries Cue Fitch's Neg. Watch
TABERNA PREFERRED: Fitch Places 'BB-' Ratings Under Negative Watch

TABERNA PREFERRED: Fitch Puts 'BB' Notes Rating Under Neg. Watch
TENNESSEE OUTDOORS: Case Summary & 20 Largest Unsecured Creditors
TRES PALACIOS: Moody's Withdraws B1 Corporate Family Rating
TRIBUNE CO: Publisher, Top Editor Resign as Shakeups Continue
TSC ARTEFFECTS: Case Summary & Five Largest Unsecured Creditors

UNITED RENTALS: Waives Indices Condition in Dutch Auction Offer
VEGA CAPITAL: Moody's Assigns Ba3 Rating to $63MM Notes
VERTIS INC: Noteholders Support Plan; Files Chapter 11 Petition
VERTIS HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
WATER PIK: S&P Withdraws All Ratings at Company's Request

WCI COMMUNITIES: Not in Restructuring Talks With Affiliates
WHITEHALL JEWELERS: Court Approves Auction but Junks Break-Up Fee

* A.M. Best Holds Ratings of 30 Health Maintenance Groups
* Fitch: US Equipment Lease ABS Remains Stable Despite Weakness
* Fitch Says High Jet Fuel Prices, Waning Demand Pressure Airlines
* Fitch: Loan Maturity Default Factors in High Loan Delinquencies
* S&P Lists Publishing Cos. Exposed to Liquidity Pressures

* S&P Says US States Affected by Credit-Market Disruptions

* Upcoming Meetings, Conferences and Seminars

                             *********

26-01 ASTORIA: Taps Robinson Brog as General Counsel
----------------------------------------------------
26-01 Astoria Development LLC seeks the authority of the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Robinson Brog Leinwand Greene Genovese & Gluck P.C. as its general  
counsel.

As the Debtor's general, Robinson Brog will advise the Debtor with
respect to its powers and duties under the Bankruptcy Code, as
well as assist the Debtor in the preparation of a plan of
reorganization, including the filing of necessary motions and
other legal documents.

Prior to bankruptcy filing, the Debtor received an initial
retainer and filing fee in the total amount of $25,000 from
Imprimerie Et Accessories Universel Inc., which is owned by Judith
Grunbaum, the Debtor's sole managing member.

As compensation for their services, the firm's professionals bill:

                              Hourly Rate    
                              -----------
          Partners             $300-$495
          Associates           $250-$300
          Paralegals           $110-$185

Robert R. Leinwand, Esq., a shareholder at Robinson Brog, assures
the Court that the firm does not hold or represent any interest
adverse to the Debtor or its estate, and that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Based in Astoria, N.Y., 26-01 Astoria Development LLC is involved
in real estate development.  The company filed for Chapter 11
protection on June 19, 2008 (E.D. N.Y. Case No. 08-43900).  When
the Debtor filed for protection from its creditors, it listed
total assets of $15,250,000 and total debts of $9,979,439.


AGILENT TECHNOLOGIES: Moody's Affirms Ratings; Outlook Positive
---------------------------------------------------------------
Moody's Investors Service affirmed the existing ratings of Agilent
Technologies, Inc. and revised the outlook to positive.

The positive outlook reflects Agilent Technologies' continued
execution of its business model and solid financial performance.  
It also incorporates the company's strong demonstration of
improved revenue growth in conjunction with higher margins driven
by new product introductions, increased market penetration and
favorable product mix, as well as diversification of revenue
sources and end markets, continued cost containment, and minimal
restructuring charges.

The outlook incorporates our expectations that Agilent
Technologies' electronic measurement business, which accounts for
roughly 62% of total revenues, will demonstrate growth and
operating margin characteristics at least comparable to its
business segment peers.

Although the company's financial measures are more indicative of a
Baa3 rating, Moody's remains concerned that sluggish order growth
in the EM business and a potential slowdown in Asian markets could
impact Agilent Technologies' financial performance later this year
and in early 2009.  Moody's notes that Agilent Technologies' Asian
sales account for nearly 40% of net revenues.  The Ba1 CFR also
incorporates financial policies that are shareholder-friendly.  

Moody's expects the company to remain aggressive in share
buybacks, especially given the amount of excess balance sheet cash
and since a portion of senior management compensation continues to
be based on relative share price performance.  

The rating agency cited that the positive outlook factors in the
expectation that Agilent Technologies will manage annual share
repurchases within its generation of annual free cash flow plus
excess cash balances above $1.3 billion, while maintaining debt to
EBITDA of no more than 2 -- 2.5x on an as reported basis.  
Historically, Agilent Technologies' share buybacks have ranged
from $2-4 billion per annum.  

Finally, the Ba1 CFR incorporates the potential for leveraging
event risk given the company's penchant to supplement growth
through external means.  As world economies continue to show signs
of deceleration, Agilent Technologies may fall short of its 10%
revenue growth target, which could result in more reliance on
acquisitions, albeit this would be a departure from Agilent
Technologies' current strategy.

The combination of these factors constrains the CFR at Ba1.  How
the company manages share repurchases and acquisitions during a
period of weaker operating performance will be an important factor
in Moody's analysis of Agilent Technologies' ratings.

If there is no dramatic deterioration in operating performance
over the next 6-9 months in conjunction with a likely slowing of
Asian economies, and if Agilent Technologies is able to
demonstrate financial policies that are consistent with the rating
agency's expectations, without materially impacting financial
leverage, Moody's could upgrade the rating.

The company's SGL-1 rating reflects very good liquidity, which is
driven by Agilent Technologies' $1.7 billion of unrestricted cash
and short-term investments and Moody's expectations for positive
FCF generation over the next 12-18 months.  Following completion
of the $2 billion share repurchase program in fiscal 2009, Moody's
expects that Agilent Technologies will maintain cash balances of
around $1.3 billion or more plus continued access to a
$300 million multi-year committed unsecured credit facility.

Additional liquidity support is derived from our expectation that
FCF generation will remain robust through cycles given that
operating performance continues to remain solid.  Moody's expects
that the bulk of FCF is likely to be used for small, tuck-in
acquisitions and remaining share repurchases, thereby limiting
further cash buildup.

These ratings were affirmed:

  -- Corporate Family Rating -- Ba1
  -- Probability of Default Rating -- Ba1

  -- $600 million Senior Unsecured Notes due 2017 -- Ba1 (LGD-4,
     52%)

  -- Speculative Grade Liquidity -- SGL-1

Headquartered in Santa Clara, California, Agilent Technologies,
Inc. is a leading measurement technology company serving the
communications, electronics, life sciences and chemical analysis
industries.  Net revenues and EBITDA for 12 months ended April 30,
2008 were $5.7 billion and $1.1 billion, respectively.


AIRTRAN HOLDINGS: Moody's Cuts Corporate Family Rating to Caa2
--------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of AirTran Holdings, Inc. to Caa2 from B3 and lowered the ratings
of its outstanding corporate debt instruments and Enhanced
Equipment Trust Certificates.  The company's Speculative Grade
Liquidity Rating is SGL-4.  The outlook was changed to negative
from stable.

The rating actions were prompted by the expectation that AirTran
Holdings' financial performance will continue to deteriorate as a
result of the difficult operating environment affecting the
airline industry.  AirTran Holdings is a low cost carrier, but in
the face of persistent high fuel costs the company will incur cash
operating losses during 2008.

Cash operating losses,in conjunction with scheduled debt
maturities and capital expenditures, will cause a material
deterioration in the company's cash position.  AirTran Holdings is
pursuing several initiatives to contain cash losses, including
capacity reductions, cost cutting initiatives and deferrals of
scheduled aircraft deliveries.

Yet even with these initiatives, a combination of deteriorating
economic conditions and sustained high fuel costs are likely to
preclude a return of financial metrics supportive of a rating
above the Caa range in the near term.

The SGL-4 Speculative Grade Liquidity Rating reflects that AirTran
Holdings' liquidity could become increasingly constrained if
current industry conditions persist.  AirTran Holdings is expected
to continue to generate negative cash flow from operations and in
the face of scheduled debt maturities and capital spending
obligations the company's modest cash balance could erode over the
coming year.

Even with the $135 million provided by a concurrent
equity/convertible debt issuance completed in the 2nd quarter of
2008, the company will see a significant erosion of liquidity.  
The company's plans to sell up to 10 aircraft in 2008 could
provide some incremental liquidity, but the gain on the sales
could be limited if demand for aircraft begins to weaken.

Although AirTran Holdings is currently in compliance with the
covenants contained in its credit card processing agreements, the
company's credit card processing banks have the right to increase
the credit card holdback under certain circumstances, which would
increase AirTran Holdings' cash requirements.  AirTran Holdings
has no unused lines of credit available and substantially all of
its assets are encumbered.

The rating actions on the Series 1999-1 Pass Through Certificates
consider AirTran Holdings' heightened credit risk in the current
environment.  The aircraft securing the transaction are Boeing
717 jets.  While the aircraft are well suited for AirTran
Holdings' operations, there are only a few airlines globally that
operate fleets that include the aircraft.

Consequently, secondary market values of the aircraft could be
volatile in the event that aircraft leases were not affirmed in
the event of an AirTran Holdings bankruptcy.  Current market
values suggest an adequate margin of protection for the A tranche
of the EETC, collateral coverage on junior tranches is more
marginal.

The EETC ratings also consider the availability of liquidity
facilities to meet interest payments for 18 months in the event of
a default by AirTran Holdings.

The negative outlook reflects Moody's expectation of continued
deterioration in AirTran Holdings' key credit metrics, such as
interest coverage and leverage during 2008, due primarily to high
fuel costs and a weakening economic environment.  Unless fuel cost
pressures abate, the company could see a continued deterioration
in financial performance beyond the negative operating profits and
earnings seen during the first quarter of 2008.

AirTran Holdings' rating could be lowered if cash declines to less
than $300 million, if the company generates sustained negative
cash flow from operations or if the company has sustained
operating losses or if the risk of breaching any financial
covenants increases meaningfully.

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

Downgrades:

Issuer: AirTran Airways, Inc.

  -- Senior Secured Enhanced Equipment Trust, Downgraded to a
     range of Caa2 to B1 from a range of B3 to Ba1

Issuer: AirTran Holdings, Inc

  -- Probability of Default Rating, Downgraded to Caa2 from B3
  -- Corporate Family Rating, Downgraded to Caa2 from B3
  -- Multiple Seniority Shelf, Downgraded to (P)Ca from (P)Caa2

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to a
     range of Ca, LGD6, 93% from a range of Caa2, LGD6, 91%

Assignments:

Issuer: AirTran Holdings, Inc

  -- Speculative Grade Liquidity Rating, Assigned SGL-4

Outlook Actions:

Issuer: AirTran Airways, Inc.

  -- Outlook, Changed To Negative From Stable

Issuer: AirTran Holdings, Inc

  -- Outlook, Changed To Negative From Stable

AirTran Holdings, Inc., which conducts its operations through its
wholly owned subsidiary AirTran Airways, Inc. is a low cost
airline that provides service to locations throughout the eastern
U.S.


AMERICAN COLOR: Files Chapter 11 Petition to Pursue Vertis Merger
-----------------------------------------------------------------
American Color Graphics, Inc. filed voluntary petitions for
reorganization under chapter 11 of the Bankruptcy Code,
accompanied by a pre-packaged plan of reorganization, the terms
and conditions of which have been accepted by its noteholders.
This action is a part of the merger agreement and comprehensive
restructuring plans jointly announced by Vertis Communications  
and American Color on May 22, 2008.

The restructuring and merger are intended to improve the combined
company's financial strength and expand the scope of products and
services offered to its customers.

More than 99.9% in dollar amount that voted and 95.3% in number
of the holders of American Color's 10% senior second secured notes
due 2010 that voted in favor of the plan.  Approximately 100% in
dollar amount and 100% in number of holders of Vertis' 9.75%
senior secured second lien notes due 2009, 98.6% in dollar amount
and 98.3% in number of holders of Vertis' 10.875% senior Notes due
2009, and 100% in dollar amount and 100% in number of holders of
Vertis' 13.5% senior subordinated notes due 2009 voted to approve
the Vertis plan.

To implement the restructuring plan and consummate the merger,
both American Color Graphics and Vertis Communications are
launching pre-packaged chapter 11 proceedings expected to be
completed in about 60 days.

                    ACG's CCAA (Canada) Filing

Because the merger includes American Color's Canadian operations,
the company has also applied to the Superior Court of Justice in
Ontario for an order that recognizes the chapter 11 proceedings as
"foreign proceedings" under Section 18.6 of the Companies'
Creditors Arrangement Act.

"We are extremely pleased with the tremendous progress that has
been made to date.  We remain on track to complete the merger
later this summer," said Steve Dyott, chairman and CEO of American
Color.  "[These] actions and the resulting merger with Vertis will
allow both companies to achieve a more appropriate capital
structure, better position us to meet the challenges of our
industry, and make an exciting array of new opportunities
available to our customers."

                    BofA's $135 Million DIP Fund

American Color also said that it has received a commitment for up
to $135 million in debtor-in-possession (DIP) financing from Bank
of America.  The company will seek authority to access these funds
at the "first day" hearing.

"This financing should assure our suppliers and customers that we
have more than adequate financial resources to continue operating
in the ordinary course of business during the chapter 11
proceedings," Mr. Dyott said.

American Color emphasized that it will be operating as usual and
continuing to serve and support its customers without interruption
throughout the pre-packaged chapter 11 proceedings and that
employees' schedules will not be affected.

Moreover, the terms of the pre-packaged plan of reorganization
already agreed to by the company's noteholders call for all trade
creditors, suppliers and customers to be paid in full.  To ensure
that its customers and suppliers are unaffected by the chapter 11
proceedings, American Color is seeking immediate Court
authorization during its "first day" hearing to continue paying
them in the ordinary course of business.

                    Terms of Prepackaged Plan

Under other key terms of the prepackaged reorganization plans,
holders of American Color's 10% notes and Vertis notes will be
exchanging their notes for an aggregate of $550 million in new
Vertis notes and substantially all the new equity in the combined
company.  The consensual financial restructurings will reduce the
combined company's debt obligations (including off-balance sheet
accounts receivable facilities and approximately $248 million of
Vertis Holdings mezzanine notes) by approximately $1 billion
before transaction fees and expenses.

The merger will integrate American Color's eight offset and
flexographic print manufacturing sites, one Total Market Coverage
facility, numerous managed service sites, and six premedia
facilities into Vertis.  The combination of American Color's
operations and capabilities with Vertis Communications'
advertising insert production, premedia, direct marketing, and
media placement capabilities will offer clients an expanded range
of services and access to even greater combined production
capacity.

American Color filed its 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.  
Vertis filed its 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 as well.

"We look forward to quickly and successfully completing this last
phase of our restructuring so that we may embark on the next
chapter of our history.  Together as one company, with a
significantly strengthened capital structure and even greater
ability to respond to our customers' needs, we will be uniquely
positioned to compete in today's challenging and ever-changing
environment," Mr. Dyott concluded.

As reported by the Troubled Company Reporter on June 3, 2008,
Vertis Inc., American Color Graphics and their noteholders entered
into restructuring agreements pursuant to which the companies and
consenting noteholders have agreed to consummate the restructuring
through prepackaged chapter 11 plans of reorganization for each
company in order to more efficiently exchange the notes.

                           About Vertis

Headquartered in Baltimore, Vertis Inc. dba Vertis Communications
-- http://www.vertisinc.com/-- is a provider of print advertising    
and direct marketing solutions to America's retail and consumer
services companies.  

At Dec. 31, 2007, the company's consolidated balance sheet showed
$528.2 million in total assets and $1.403 billion in total
liabilities, resulting in a $875.1 million total stockholders'
deficit.

                       Going Concern Doubt

Deloitte & Touche LLP, in Baltimore, Maryland, expressed
substantial doubt about Vertis 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 said that the company has incurred recurring net
losses and is experiencing difficulty in generating sufficient
cash flow to meet its obligations and sustain its operations.

                           *     *     *

As reported in the Troubled Company Reporter on May 29, 2008,
Moody's Investors Service has affirmed the Ca corporate family
rating for Vertis Inc., while changing the probability of default
rating to Ca from Ca/LD, after the company's statement of a
merger with American Color Graphics Inc. coupled with a
comprehensive restructuring plan.

                       About American Color

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.


AMERICAN COLOR: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: ACG Holdings, Inc.
             100 Winners Circle
             Brentwood, TN 37027
             aka
             Digiscope
             aka
             American Color Print
             aka
             AC Studios
             aka
             American Color Packaging
             aka
             ACG Canada
             aka
             American Color Graphics, Inc.
             aka
             ACG Holdings, Inc.
             aka
             American Images of North America, Inc.
             aka
             Sullivan Marketing, Inc.
             aka
             Digiscope, Inc.
             aka
             American Color Premedia
             aka
             Sullivan Media Corporation
             aka
             American Color Graphics
             aka
             American Color

Bankruptcy Case No.: 08-11467

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        American Color Graphics, Inc.              08-11468

        American Images of North America, Inc.     08-11471

        Sullivan Marketing, Inc.                   08-11472

        Sullivan Media Corporation                 08-11474

Type of Business: ACG Holdings, Inc. is a Delaware corporation and
                  the ultimate parent company of each of the
                  subsidiaries.  The subsidiaries are one of        
                  the leading printers of advertising inserts and
                  newspaper products in the United States
                  developed from a business that commenced
                  operations in 1926.  They also are one of the     
                  most technologically advanced providers of
                  premedia services in the country.  They conduct
                  their print processes at their eight print
                  plants, seven of which are in the United States
                  and one of which is in Canada.  Their revenue
                  for the 12-month period ended Dec. 31, 2007, was
                  approximately $429.4 million.  As of the
                  petition date, the subsidiaries employ
                  approximately 1,984 employees, including
                  approximately 169 employees in ACG˙s Canadian
                  print plant.

Chapter 11 Petition Date: July 15, 2008

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtors' Counsel: Pauline K. Morgan, Esq.
                  Email: bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor
                  1000 W. Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

                  Sean T. Greecher ,Esq.
                  Email: bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  http://www.ycst.com/

ACG Holdings, Inc.'s Financial Condition:

Estimated Assets: $100 million to $500 million

Estimated Debts: $500 million to $1 billion

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Abitibi Bowater                Trade Creditor        $6,412,536
Consolidated, Inc.
1587 208th Street
Bayside, NY 11360
Tel: (914) 548-2346
Fax: (718) 281-1323
Attn: John Ovanessian

Sun Chemical Corporation       Trade Creditor        $3,944,087
135 W. Lake Street
Northlake, IL 60164
Tel: (708) 236-3838
Fax: (708) 236-3905
Attn: Chris Parrilli

Kempf Paper Corporation        Trade Creditor        $1,406,137
3145 Columbia Ave., North East
Minneapolis, MN 55418
Tel: (800) 343-1681
Fax: (612) 781-9249
Attn: Julie Backley

Athens Paper                   Trade Creditor        $910,679
1898 Elm Tree Drive
Nashville, TN 37210
Tel: (615) 874-5349
Fax: (615) 889-5477
Attn: Harold Sparks

Pitman Company                 Trade Creditor        $634,862
721 Union Blvd.
Totowa, NJ 07512-2207
Tel: (973) 812-0400
Fax: (800) 323-8499
Attn: Eileen Mezzo

E.R. Smith Associates          Trade Creditor        $501,122
83 Tom Harvey Road
Westerly, RI 02891
Tel: (401) 348-4000
Fax: (401) 348-4049
Attn: Frank Andalaro,
President

INX International Ink          Trade Creditor        $474,208
150 N. Martingale, Ste. 700
Schaumburg, IL 60173
Tel: (800) 631-7956
Fax: (847) 969-9758
Attn: Rick Clendenning

Sylacauga Utilities BD         Trade Creditor        $435,048
P.O. Box 207
Sylacauga, AL 35150
Tel: (205) 249-8501
Fax: (205) 249-1015
Attn: John Ham,
Finance Director

MacDermid Graphics             Trade Creditor        $316,952
P.O. Box 538336
Atlanta, GA 30353
Tel: (800) 348-7201
Fax: (888) 784-8258
Attn: Chuck Wallace

Litco International            Trade Creditor        $251,475
One Litco Drive
Vienna, OH 44473
Tel: (330) 539-5433
Fax: (330) 539-5388
Attn: Joe Morella

Day International Inc.         Trade Creditor        $244,970
4180 W. 160th Street
Cleveland, OH 44135
Tel: (800) 321-1618
Fax: (216) 267-2905
Attn: Ted Fournier

Shakopee Public Utility        Trade Creditor        $240,929
255 Sarazin Street
Shakopee, MN 55379
Tel: (612) 445-1988
Fax: (952) 445-7767
Attn: Tami Patrick

Con-Way Freight                Trade Creditor        $222,744
135 S. LaSalle, Dept. 2493
Chicago, IL 60674
Tel: (800) 421-4007
Fax: (734) 214-5650
Attn: Gary Hanson

United Parcel Service          Trade Creditor        $221,625
28013 Network Place
Chicago, IL 60673
Tel: (800) 333-7400
Fax: (404) 828-6562
Attn: Teri McClure

Gasmark                        Trade Creditor        $216,902
One Meridian Blvd., Ste. 2C01
Wyomissing, PA 19610
Tel: (610) 373-7999
Fax: (610) 374-4288
Attn: Mark Kauffman

Rycoline Products              Trade Creditor        $216,902
5540 N. Northwest Highway
Chicago, IL 60630
Tel: (773) 775-6755
Fax: (773) 775-9414
Attn: Kevin Yeazell

Ink International Ink Company  Trade Creditor        $203,000
3257 Middle Road
Dunkirk, NY 14048
Tel: (716) 366-6010
Fax: (847) 969-7958
Attn: Joanna Bach

Met-Ed                         Trade Creditor        $176,755
P.O. Box 3687
Akron, OH 44309
Tel: (800) 545-7741
Fax: (330) 315-8664
Attn: Accounts Payable

Ohio Edison                    Trade Creditor        $173,605
P.O. Box 3637
Akron, OH 44309-3637
Tel: (800) 633-4766
Fax: (330) 315-8664
Attn: Anthony Alexander

Canadian Niagara Power, LTD    Trade Creditor        $163,470
1130 Bertie Street
P.O. Box 1218
Fort Erie, ON L2A 5Y2
Canada
Tel: (905) 871-0330
Fax: (905) 871-8772
Attn: Glen King, VP Finance

Bengal Converting              Trade Creditor        $158,650
901 Industrial Highway
Eddystone, PA 19022
Tel: (610) 940-1080
Fax: (610) 941-7174
Attn: Scott Korn

Alliant Energy                 Trade Creditor        $136,956
4902 N. Biltmore Lane
Madison, WI 53718
Tel: (800) 255-4268
Fax: (608) 458-0100
Attn: William Harvey, CEO

New Page Corporation (Coated)  Trade Creditor        $133,623
2386 Collections Center Drive
Chicago, IL 60693
Tel: (715) 422-3985
Fax: (800) 987-5276
Attn: Deborah Easley

Heidelberg USA Inc.            Trade Creditor        $128,073
P.O. Box 845180
Dallas, TX 75284
Tel: (800) 437-7388
Fax: (800) 841-7765
Attn: Thomas Topp, SVP Finance

CDW Computer Centers, Inc.     Trade Creditor        $125,469
P.O. Box 75723
Chicago, IL 60675
Tel: (847) 465-6000
Fax: (847) 465-6800
Attn: Ryan Kearns

E I DuPont De Nemours & Co.    Trade Creditor        $122,368
P.O. Box 7247-6532
Philadelphia, PA 19170
Tel: (800) 345-9999
Fax: (302) 992-3345
Attn: Dave Griffith

Metroland                      Trade Creditor        $107,820
10 Tempo Ave.
Wellowdale, ON M2H 2N8
Canada
Tel: (416) 493-1300
Fax: (416) 493-0623
Attn: Steve Renaud

Northern Freight Brokerage     Trade Creditor        $95,078
13261 310th Street
New Prague, MN 5607
Tel: (507) 744-5536
Fax: (507) 477-4104
Attn: Laura Duede

ALG Direct                     Trade Creditor        $77,885
745 Dillon Drive
Wood Dale, IL 60191
Tel: (708) 544-9450
Fax: (708) 544-9463
Attn: J. Rosser

Centerpoint Energy             Trade Creditor        $75,326
1111 Louisiana St.
Houston, TX 77002
Tel: (713) 207-1111
Fax: (713) 207-3169
Attn: Brent Casmey


AQUILA INC: S&P Lifts Corporate Credit Rating to 'BBB' from 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BBB' corporate
credit rating on Great Plains Energy Inc. and removed it from
CreditWatch with negative implications.
     
At the same time, S&P affirmed 'BBB-' corporate credit rating on
Black Hills Corp.  In addition, Standard & Poor's raised the
corporate credit rating on Aquila Inc. to 'BBB' from 'BB-' and
removed it from CreditWatch with positive implications.  S&P also
raised the short-term corporate credit rating on Kansas City Power
and Light Inc. to 'A-2' from 'A-3'.  The long-term ratings on
KCP&L, including the 'BBB' corporate credit rating, were affirmed
and removed from CreditWatch with negative implications.  The
outlook on Great Plains, KCP&L, Balck Hills, and Aquila is stable.
Kansas City-based Great Plains Energy has about $2.8 billion of
debt outstanding.
     
The rating actions follow the completion of Great Plains' merger
with Aquila for approximately $1.5 billion in cash and stock and
Black Hills' purchase of Aquila's non-Missouri assets for
approximately $940 million.
     
The ratings reflect the consolidated company's excellent business
profile and the aggressive financial profile.  The excellent
business profile reflects management's strategy to expand by
increasing its regulated electric assets.  This includes the
acquisition of regulated assets (Aquila), the building of
regulated assets (comprehensive energy plan), and the sale of non-
core, unregulated assets (Strategic Energy).

In June 2008, Great Plains completed the sale of Strategic Energy,
which had exposed Great Plains to counterparty credit, market,
customer demand, and weather-related risks.  Removing these risks
greatly enhanced the merged company's business profile.
     
A second factor that strengthens the business profile of the
merged company is the overall improved regulatory environments of
both Kansas and Missouri.  Some of the recent significant
regulatory authorizations include a monthly fuel adjustment clause
for KCP&L in Kansas, a monthly fuel adjustment clause for Aquila
in Missouri, and accelerated depreciation for KCP&L in both Kansas
and Missouri.


ATA AIRLINES: Wants Plan Filing Deadline Extended to Feb. 26
------------------------------------------------------------
ATA Airlines, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Indiana for additional time to prepare
and file its Chapter 11 plan, saying it needs to settle a labor
dispute with its employees before it could propose a plan.

The airline wants the deadline for filing its plan stretched to
February 26, 2009, and for soliciting acceptances of that plan
to April 27, 2009.

Terry Hall, Esq., at Baker & Daniels LLP, in Indianapolis,
Indiana, says the resolution of the lawsuits filed against the
airline would determine the status and amount of the claims,
which is essential for the plan's formulation.   

ATA Airlines faces five lawsuits for alleged violations of the
Worker Adjustment and Restraining Notification Act.  The airline
allegedly committed violations after it laid off its employees
without 60 days' advance notice as required by the WARN Act.

The lawsuits were filed by the Transport Workers Union of
America, the Association of Flight Attendants-CWA, the Air Line
Pilots Association  International, the International Association
of Machinists & Aerospace Workers AFL-CIO, and former employee  
Kevin Batman.

The WARN Act lawsuits are set for trial in early February 2009.

"Considering the early stages of this Chapter 11 case, as well as
the complexity of the labor issues to be resolved and the timing
of certain related litigation, neither [ATA Airlines] nor
any other party-in-interest is likely to be in a position to
formulate, promulgate and build consensus for a plan of  
liquidation before February 26, 2009," Ms. Hall further says.

"Pursuant to Section 1121(d)(1) of the Bankruptcy Code, the Court
may, upon a demonstration of cause, extend the Debtor's Exclusive
Periods," Ms. Hall reminds the Court.

The Court will convene a hearing to consider the proposed
extension on July 21, 2008.

                      About ATA Airlines

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

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

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

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

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

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Debtor has until July 31, 2008, to
exclusively file their bankruptcy plan.

(ATA Airlines Bankruptcy News, Issue No. 86; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATARI INC: JH Cohn Expresses Going Concern Doubt
------------------------------------------------
J.H. Cohn LLP raised substantial doubt about Atari, Inc.'s
ability to continue as a going concern after it audited the
company's financial statements for the year ended March 31,
2008.  The auditor pointed to the company's significant
operating losses.

                       Management Statement

During fiscal 2007, the company sold a number of intellectual
properties and development facilities in order to obtain cash to
fund its operations.  During 2007, the company raised around
$35.0 million through the sale of the rights to the Driver games
and certain other intellectual property, and the sale of the
company's Reflections Interactive Ltd. and Shiny Entertainment
studios.  By the end of fiscal 2007, the company did not own any
development studios.

The reduction in the company's development activities has
significantly reduced the number of games the company publish.  
During fiscal 2008, the company's revenues from publishing
activities were $69.8 million, compared with $104.7 million during
fiscal 2007.

For the year ended March 31, 2007, the company had an operating
loss of $77.6 million, which included a charge of $54.1 million
for the impairment of the company's goodwill, which is related to
the company's publishing unit.  For the year ended March 31, 2008,
the company incurred an operating loss of around $21.9 million.
The company has taken significant steps to reduce its costs such
as the May 2007 and November 2007 workforce reduction of around
20% and 30%, respectively.  The company's ability to deliver
products on time depends in good part on developers' ability to
meet completion schedules.  Further, the company's releases in
fiscal 2008 were even fewer than the company's releases in fiscal
2007.  In addition, most of the company's releases for fiscal 2008
were focused on the holiday season.  As a result the company's
cash needs have become more seasonal and the company faces
significant cash requirements to fund its working capital needs.

Although, transactions provided cash financing that should meet
the company's need through the company's fiscal 2009 second
quarter (i.e., the quarter ending Sept. 30, 2008), management
continues to pursue other options to meet the company's working
capital cash requirements but there is no guarantee that the
company will be able to do so, if the proposed transaction in
which majority stockholder, Infogrames Entertainment S.A., would
acquire the company is not completed.

Historically, the company have relied on IESA to provide limited
financial support, through loans or, in recent years, through
purchases of assets.  However, IESA has its own financial needs,
and its ability to fund its subsidiaries' operations, including
the company's, is limited.  Therefore, there can be no assurance
the company will ultimately receive any funding from IESA, if
the proposed transaction in which IESA would acquire Atari is
not completed.

The company continues to explore various alternatives to improve
the company's financial position and secure other sources of
financing which could include raising equity, forming both
operational and financial strategic partnerships, entering into
new arrangements to license intellectual property, and selling,
licensing or sub-licensing selected owned intellectual property
and licensed rights.  The company continues to examine the
reduction of working capital requirements to further conserve
cash and may need to take additional actions in the near-term,
which may include additional personnel reductions.

                           Financials

The company posted a net loss of $23,646,000 on net revenues of
$80,131,000 for the year ended March 31, 2008, as compared with a
net loss of $69,711,000 on net revenues of $122,285,000 in the
prior year.

At March 31, 2008, the company's consolidated balance sheet showed
$33,433,000 in total assets and $53,845,000 in total liabilities,
resulting in $20,412,000 stockholders' deficit.  

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $25,076,000 in total current assets
available to pay $37,872,000 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?2f44

                        About Atari Inc.

New York City-based Atari Inc. is a publisher of video game
software that is distributed throughout the world and a
distributor of video game software in North America. Most of the
products it publishes and distributes are games developed by or
for Infogrames Entertainment S.A., or IESA, a French corporation
listed on Euronext, which owns approximately 51% of its stock.

Atari has offices in Brazil, the United Kingdom and Japan.


ATTENTUS CDO: Fitch's 'B' Notes Rating Placed Under Negative Watch
------------------------------------------------------------------
Fitch Ratings has placed these notes of Attentus CDO I, Ltd./LLC
on Rating Watch Negative:

  -- $35,553,821 class C-2A 'B';
  -- $30,503,025 class C-2B 'B'.

Attentus I is a managed collateralized debt obligation supported
by a portfolio of trust preferred securities and subordinated debt
issued by subsidiaries of real estate investment trusts, real
estate operating companies, homebuilders and specialty finance
companies, as well as senior debt securities and commercial
mortgage-backed securities.  Of the total portfolio, approximately
53.5% is comprised of trust preferred securities and subordinated
debt, approximately 38.9% of senior debt securities and 7.7% of
CMBS.  The collateral was selected and is monitored by Attentus
Management Group LLC.

Fitch's rating actions reflect heightened concern related to
continued negative portfolio credit migration, as well as the
reduction of the total collateral balance as a result of one
credit risk sale.

Based on Fitch's public and shadow ratings, the average credit
quality of Attentus I migrated to the 'B-/CCC+' range from the
'B/B-' range at the time of Fitch's last review, which continues
to fail transaction's weighted average rating factor covenant.  
Currently, 31.7% of the portfolio is publicly or shadow rated
'CCC+' or below as compared to 28.2% at last review.  
Approximately 22% of the portfolio has experienced negative rating
migration since Fitch's last review and 16.7% of the underlying
collateral is currently on Rating Watch Negative or has a Negative
Rating Outlook.

One asset representing $19 million was sold from the portfolio via
a credit risk sale, incurring a principal loss to the transaction
of $13.7 million.  Additionally, one security, which was
previously classified as defaulted, underwent a distressed debt
exchange increasing its notional to $23.4 million from
$19 million.  While the notional amount of this security
increased, Fitch views it as highly speculative.  Trustee-reported
asset defaults, along with the reduction of the total collateral
balance, have caused the failure of the class C, class D and class
E overcollateralization tests.  Furthermore, Attentus I is
currently failing the class A/B, class C, class D and class E
interest coverage tests.  As of the last payment date,
approximately $2.1 million of interest proceeds were diverted to
pay down the principal of the class A-1 notes due to the breach of
the class C OC test.

Attentus I currently has four assets deemed to be in default per
the transaction's trustee report, representing approximately 9.3%
of the portfolio.  All four exposures were treated as defaulted
for the purposes of Fitch's previous review of the transaction.  
Given the rapidly evolving credit pressures facing mortgage REITs
and homebuilders, Fitch treated exposures rated or shadow rated
'CC' or lower as defaulted with 100% severity in an effort to
anticipate future collateral defaults.

As announced on July 1, 2008, Fitch is in the process of examining
its default probability assumptions with respect to assets with
maturities in excess of 10 years.  Resolution of the current
Rating Watch Negative status will consider the potential
implications of a revised term structure of default probabilities
for long-dated assets, as well as any additional credit migration
with respect to the underlying portfolio, or any further credit
risk sales undertaken by the asset manager.  Absent changes to
Fitch's default probability assumptions or further collateral
deterioration or credit risk sales, the ratings of the class C-2A
and C-2B notes will likely be downgraded to the 'CC' rating
category.

The ratings of the class C-2A and C-2B notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
aggregate principal amount by the stated maturity date.  Periodic
payments on the notes are distributed on a quarterly basis in
February, May, August and November until the stated maturity on
May 10, 2036.


ATTENTUS CDO: Fitch Places 'B-' Notes Rating Under Negative Watch
-----------------------------------------------------------------
Fitch Ratings has placed these notes of Attentus CDO II Ltd./LLC
on Rating Watch Negative:

  -- $60,000,000 class A-2 'A+';
  -- $55,000,000 class A-3A 'A-';
  -- $5,000,000 class A-3B 'A-';
  -- $20,000,000 class B 'BBB';
  -- $32,480,733 class C 'B+';
  -- $29,965,353 class D 'B-'.

Attentus II is a managed collateralized debt obligation supported
by a portfolio of trust preferred securities and subordinated debt
issued by subsidiaries of real estate investment trusts, real
estate operating companies, homebuilders and specialty finance
companies, as well as senior debt securities and commercial
mortgage-backed securities.  Of the total portfolio, approximately
50.1% is comprised of trust preferred securities and subordinated
debt, approximately 37.9% of senior debt securities and 12% of
CMBS and CMBS CDOs.  The collateral was selected and is monitored
by Attentus Management Group LLC.

Fitch's rating actions reflect heightened concern related to
continued negative portfolio credit migration as well as
additional default activity.  While the 'AAA' rating assigned to
the $230.2 million class A-1 notes has not been placed on Rating
Watch Negative, Fitch would highlight that this analytical
conclusion is based upon the financial guaranty insurance policy
provided by Assured Guaranty Corp. (insurer financial strength
rated 'AAA' by Fitch) with respect to this class.  Without giving
effect to this insurance policy, the class A-1 notes would likely
be exposed to negative rating action as well.

Based on Fitch's public and shadow ratings, the average credit
quality of Attentus II migrated to the 'B-/CCC+' range from the
'B+/B' range at the time of Fitch's last review, which continues
to fail transaction's weighted average rating factor covenant.  
Currently, 34.1% of the portfolio is publicly or shadow rated
'CCC+' or below as compared to 26.2% at last review.  
Approximately 25.1% of the portfolio has experienced negative
rating migration since Fitch's last review and 22.1% of the
underlying collateral is currently on Rating Watch Negative or has
a Negative Rating Outlook.

One security, which was previously classified as defaulted,
underwent a distressed debt exchange increasing its notional to
$23.4 million from $18.8 million.  While the notional amount of
this security increased, Fitch views it as highly speculative.
Trustee-reported asset defaults have caused the failure of the
class A, class, B, class C, class D, class E and class F
overcollateralization tests.  Furthermore, Attentus II is
currently failing the class C, class D, class E and class F
interest coverage tests.  As of the last payment date,
approximately $2 million of interest proceeds were diverted to pay
down the principal of the class A-1 notes due to the breach of the
class B OC test.

Attentus II currently has seven assets deemed to be in default per
the transaction's trustee report, representing approximately 22.4%
of the portfolio.  Six of the seven exposures were treated as
defaulted for the purposes of Fitch's previous review of the
transaction.  Given the rapidly evolving credit pressures facing
mortgage REITs and homebuilders, Fitch treated exposures rated or
shadow rated 'CC' or lower as defaulted with 100% severity in an
effort to anticipate future collateral defaults.

As announced on July 1, 2008, Fitch is in the process of examining
its default probability assumptions with respect to assets with
maturities in excess of 10 years.  Resolution of the current
Rating Watch Negative status will consider the potential
implications of a revised term structure of default probabilities
for long-dated assets, as well as any additional credit migration
with respect to the underlying portfolio, or any credit risk sales
undertaken by the asset manager.  Absent changes to Fitch's
default probability assumptions or further collateral
deterioration or credit risk sales, the ratings of the class A-2
notes will likely remain within the 'A' rating category, the class
A-3A and A-3B notes will likely be downgraded to the 'BBB' rating
category, the class B notes will likely be downgraded to the 'BB'
rating category, the class C notes will likely be downgraded to
the 'B' rating category and the class D notes will likely be
downgraded to the 'CCC' rating category.

The ratings of the class A-1, A-2, A-3A and A-3B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
principal amount by the stated maturity date.  The ratings of the
class B, C and D notes address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the aggregate principal amount by
the stated maturity date.  Periodic payments on the notes are
distributed on a quarterly basis in January, April, July and
October until the stated maturity on Oct. 9, 2041.


ATTENTUS CDO: Portfolio Credit Concerns Cue Fitch's Negative Watch
------------------------------------------------------------------
Fitch Ratings has placed these notes of Attentus CDO III Ltd./LLC
on Rating Watch Negative:

  -- $100,000,000 class A-2 'AA';
  -- $34,000,000 class B 'A-';
  -- $16,000,000 class C-1 'BB+';
  -- $15,000,000 class C-2 'BB+';
  -- $10,000,000 class D 'BB'.

Attentus III is a managed collateralized debt obligation supported
by a portfolio of trust preferred securities and subordinated debt
issued by subsidiaries of real estate investment trusts, real
estate operating companies, homebuilders and specialty finance
companies, as well as senior debt securities, commercial mortgage-
backed securities and commercial real estate CDOs.  Of the total
portfolio, approximately 39.7% is comprised of trust preferred
securities and subordinated debt, approximately 50.5% of senior
debt securities and 9.9% of CMBS and CRE CDOs.  The collateral was
selected and is monitored by Attentus Management Group LLC.

Fitch's rating actions reflect heightened concern related to
continued negative portfolio credit migration.  While the 'AAA'
rating assigned to the $100 million class A-1B notes has not been
placed on Rating Watch Negative, Fitch would highlight that this
analytical conclusion is based upon the financial guaranty
insurance policy provided by Assured Guaranty Corp. (insurer
financial strength rated 'AAA' by Fitch) with respect to this
class.  Without giving effect to this insurance policy, the class
A-1B notes would likely be exposed to negative rating action as
well.

Based on Fitch's public and shadow ratings, the average credit
quality of Attentus III migrated to the 'B/B-' range from the 'BB-
/B+' range at the time of Fitch's last review, which continues to
fail transaction's weighted average rating factor covenant.  
Currently, 22.7% of the portfolio is publicly or shadow rated
'CCC+' or below as compared to 18.2% at last review.  
Approximately 27% of the portfolio has experienced negative rating
migration since Fitch's last review and 27.9% of the underlying
collateral is currently on Rating Watch Negative or has a Negative
Rating Outlook.

Two securities, which were previously classified as defaulted,
underwent a distressed debt exchange increasing their notional
amounts to $15.63 million from $12.50 million and to $7.6 million
from $6.1 million, respectively. While the notional amounts of
these securities increased, Fitch views them as highly
speculative.  Trustee-reported asset defaults have caused the
failure of the class E and class F overcollateralization tests.  
As of the last payment date, approximately $1.2 million of
interest proceeds were diverted to pay down the principal of the
class A-1A notes due to the breach of the class E OC test.

Attentus III currently has six assets deemed to be in default per
the transaction's trustee report, representing approximately 10.4%
of the portfolio.  All six of the exposures were treated as
defaulted for the purposes of Fitch's previous review of the
transaction.  Given the rapidly evolving credit pressures facing
mortgage REITs and homebuilders, Fitch treated exposures rated or
shadow rated 'CC' or lower as defaulted with 100% severity in an
effort to anticipate future collateral defaults.

As announced on July 1, 2008, Fitch is in the process of examining
its default probability assumptions with respect to assets with
maturities in excess of 10 years.  Resolution of the current
Rating Watch Negative status will consider the potential
implications of a revised term structure of default probabilities
for long-dated assets, as well as any additional credit migration
with respect to the underlying portfolio, or any credit risk sales
undertaken by the asset manager.  Absent changes to Fitch's
default probability assumptions or further collateral
deterioration or credit risk sales, the ratings of the classes of
notes placed on Rating Watch Negative will likely be downgraded as
follows: class A-2 notes to the 'A' rating category; class B notes
to the 'BBB' rating category; class C-1 and C-2 to the 'BB' rating
category; and class D notes to the 'B' rating category.

The ratings of the class A-1B and A-2 notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the aggregate principal
amount by the stated maturity date.  The ratings of the class B,
C-1, C-2 and D notes address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the aggregate principal amount by
the stated maturity date.  Periodic payments on the notes are
distributed on a quarterly basis in January, April, July and
October until the stated maturity on Oct. 11, 2042.


BERING CDO: Fitch Downgrades Ratings on Seven Classes of Notes
--------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative seven classes of notes issued by Bering CDO I, Ltd.  
These rating actions are effective immediately:

  -- $169,488,597 Class A-1S1 to 'B' from 'A';
  -- $93,000,000 Class A-1S2 to 'CCC' from 'BBB';
  -- $42,000,000 Class A-1J to 'CC' from 'BBB-;
  -- $40,000,000 Class A-2 to 'CC' from 'BB';
  -- $14,286,839 Class A-3 to 'C' from 'B';
  -- $16,086,072 Class B to 'C' from 'CCC';
  -- $4,290,836 Class C to 'C' from 'CC'.

Bering is a collateralized debt obligation that closed on Aug. 15,
2006 and is managed by Terwin Money Management, LLC.  Bering's
reinvestment period ends in October 2010; however, due to
overcollateralization test failures the deal has become static.  
Bering's portfolio is composed primarily of Alternative-A
residential mortgage-backed securities (44.9%), subprime RMBS
(29.1%), prime RMBS (24%), and structured finance CDOs (2%).  
Subprime RMBS of the 2005 and 2006 vintages account for
approximately 19.4% and 9.7% of the portfolio, respectively.  Alt-
A RMBS of the 2005, 2006 and 2007 vintages represent approximately
31.9%, 9.5% and 3.5% of the portfolio, respectively.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS,
Alt-A RMBS and SF CDOs with underlying exposure to subprime RMBS.   
Since November 2007, approximately 59.2% of the portfolio has been
downgraded, with 10.3% of the portfolio currently on Rating Watch
Negative.

The collateral deterioration has caused each of the class A-2, A-
3, and B OC tests and the class C interest diversion test to fall
below 100% and fail their respective triggers.  The failures of
these tests are diverting interest proceeds that would otherwise
be payable to the class A-3, B and C notes, to pay down class A-
1S1 notes. Consistent with the current ratings, Fitch expects the
class A-3, B and C notes to receive only capitalized interest
payments in the future with no ultimate principal recovery.

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

The ratings of the class A-1S1, A-1S2, A-1J and A-2 notes address
the likelihood that investors will receive full and timely
payments of interest, as per the transaction's governing
documents, as well as the stated balance of principal by the legal
final maturity date.  The ratings of the class A-3, B and C notes
address the likelihood that investors will receive ultimate and
compensating interest payments, as per the transaction's governing
documents, as well as the stated balance of principal by the legal
final maturity date.


BHM TECHNOLOGIES: Committee Wants to Retain Jaffe as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of BHM Technologies
Holdings, Inc., and its debtor-subsidiaries seeks the approval of
the United States Bankruptcy Court for the Western District of
Michigan on its selection of Jaffe, Raitt, Heuer & Weiss, P.C.,
as counsel.

Martin Seward, chairman of the Creditors Committee, says the
panel has selected Jaffe as counsel because of the firm's
extensive general experience and knowledge, and its recognized
expertise in the field of debtor's and creditors' rights,
business reorganizations under Chapter 11 of the Bankruptcy Code,
and unsecured creditors committees' rights and duties.  

Jaffe will assist the Committee in fulfilling the functions
described in Section 1103(c) of the Bankruptcy Code and other
functions as may be required or permitted of the Committee
pursuant to the Bankruptcy Code.

Judith Greenstone Miller, Esq., a member of the firm, says his
firm does not hold or represent an interest adverse to the
Debtors' estate in the matters upon which Jaffe is to be
employed.

Jaffe will charge the Debtors' estates at its standard hourly
rates and will seek reimbursement of necessary out-of-pocket
expenses.  The firm's standard rates are:

      Professional               Position        Hourly Rate
      ------------               --------        -----------
      Jay L. Welford             Partner            $385
      Thomas E. Coughlin         Partner             335
      Judith Greenstone Miller   Partner             360
      Louis P. Rochkind          Partner             455
      Richard Kruger             Partner             285
      Alicia Schehr              Partner             250
      Paige Barr                 Associate           200
      Paul Hage                  Associate           185
      Maureen E. Chapman         Paralegal           160  

Jaffe will apply to the Court for allowance of compensation and
reimbursement of expenses in accordance with applicable
provisions of the Bankruptcy Code, Federal Rules of Bankruptcy
Procedure, local rules and orders of this Court.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc.-- http://www.browncorp.com/--manufactures and sells   
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, it listed estimated assets and debts to be both
between US$100 million and US$500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)


BHM TECHNOLOGIES: Court Approves White & Case as Counsel
--------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan approved the request of BHM Technologies Holdings, Inc.
and its debtor-subsidiaries to hire White & Case LLP as their
special litigation counsel.

Dwight Healy, Esq., member at White & Case states that his firm
and the United States Trustee have negotiated a resolution of the
Trustee's objection to the firm's retention.

Mr. Healy says that the U.S. Trustee has agreed to withdraw its
objection to the Application provided that White & Case agrees
that it will:

   a) run a conflict search on all parties listed in the Debtors'
      or Debtors' related schedule or are entitled to notice in
      any of the Debtors' cases;

   b) disclose any connections with such parties in a further
      supplemental declaration;

   c) not repeat any such connected parties in matters relating
      to these cases; and

   d) charge one-half its standard hourly rates for non-working
      travel time.

Mr. Healy adds that White & Case has agreed to the U.S. Trustee's
terms.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc.-- http://www.browncorp.com/-- manufactures and sells   
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, it listed estimated assets of $100 million and
$500 million and estimated debts of $100 million and $500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)


BHM TECHNOLOGIES: Court Approves Pepper Hamilton as Counsel
-----------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan approved the request of BHM Technologies Holdings, Inc.
and its debtor-subsidiaries to hire Pepper Hamilton LLP.

Robert S. Hertzberg, Esq., partner at Pepper Hamilton, and co-
chair of the firm's Corporate Reorganization and Bankruptcy
Practice Group, says the firm engaged in discussions with the
Office of the U.S. Trustee.  They have agreed that:

   a. Pepper will review its client database with respect to all
      of the Debtors' scheduled creditors, except that Pepper
      will not review its client database with respect to the
      Debtors' employees, who may be scheduled creditors.

   b. Pepper has agreed to charge one half of its normal billing
      rates for non-working travel.

   c. Pepper will not represent any party other than the Debtors
      in the Debtors' bankruptcy cases.

The conflicts check identified about 20 parties-in-interest that
Pepper Hamilton previously or presently has provided services.  
The firm, however, assures the Court that Pepper Hamilton's
representation of those parties were in matters unrelated to the
Debtors' cases.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc.-- http://www.browncorp.com/--manufactures and sells   
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, it listed estimated assets of between $100 million
and $500 million and debts of between US$100 million and US$500
million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)


BHM TECHNOLOGIES: Wants Rothschild as Advisor Despite Objection
-------------------------------------------------------------
BHM Technologies Holdings, Inc., its debtor-subsidiaries and
Rothschild Inc., in a joint response, ask the United States
Bankruptcy Court for the Western District of Michigan to approve
the application of the firm as their investment banker and
financial advisor, despite objections by the U.S. Trustee, Lehman
Commercial Paper, Inc., and the Official Committee of Unsecured
Creditors.

Proposed counsel for the Debtors, Leon R. Barson, Esq., at Pepper
Hamilton LLP, in Philadelphia Pennsylvania, relates Rothschild
was instrumental in negotiating the plan of reorganization agreed
upon by the Debtors, the Debtors' equity sponsor and the Debtors'
first- and second-lien lenders contemplated by the term sheet and
support agreement, the "Term Sheet" that resulted in the Debtors'
smooth landing into Chapter 11.  Rothschild was the primary point
person for negotiations with the Debtors' various constituents.

Although the Debtors and their largest constituents have entered
into the Term Sheet, Rothschild's assistance is still necessary
for the successful confirmation and consummation of the proposed
plan of reorganization, Mr. Barson relates.  Most importantly,
Rothschild is assisting the Debtors with finding exit financing,
an important task that requires the expertise of investment
bankers familiar with restructurings of this type.

Mr. Barson adds Rothschild also continues to act as the primary
negotiator for the Debtors with respect to the Debtors' first-and
second-lien lenders and the Committee with respect to plan-
related issues.  Rothschild has unique knowledge concerning the
Debtors, their businesses and their ongoing effort to restructure
that is central to those continuing projects and would be
difficult, if  not impossible, to duplicate in a timely manner.  

Lehman's objection is an attempt to extract concessions from
Rothschild after accepting the benefit of the firm's services
both before and after the Debtors commenced the Chapter 11 cases.
Lehman is aware of Rothschild's role in the Debtors'
restructuring, having interacted with Rothschild in connection
with the development and negotiation of the Term Sheet and having
approved a budget that included Rothschild's fees in connection
with the Debtors' debtor-in-possession financing.

Rothschild services are necessary and are not duplicative of the
services provided by AlixPartners LLP, and the terms of  
Rothschild's retention are reasonable in all respects.  Each of
the objections raised by Lehman, the Committee and the U.S.
Trustee is without merit and should be overruled in its entirety.

According to Mr. Barson, Lehman has waived its right to object to
Rothschild's retention and fees.  He notes that Lehman has long
been aware of Rothschild's role in this restructuring, having
interacted with Rothschild in connection with the development and
negotiation of the Term Sheet since March 3, 2008.  According to
him, not once during the months since Lehman became aware of the
Rothschild's engagement did Lehman express any objection to, or
concern with, the fees of the firm.  It notes that the DIP
Agreement, for which Lehman is a party, provides for the full
payment of Rothschild's fees.

Mark Thompson, Esq., at Simpson Thacher & Bartlett LLP, counsel
to Lehman, refutes the Debtors' claim that Lehman did not express  
any objection to Lehman's fees.

Mr. Thompson says that on multiple occasions, both prepetition
and postpetition, he has to personally express to the Debtors'
counsel, Lehman's objection and the lenders for whom it acts as
administrative agent, to the fees being sought by Rothschild.

Mr. Thompson also said Lehman previously conveyed to the Debtors'
representatives that Lehman will object to the retention and
compensation of Rothschild because there was considerable
dissatisfaction among the lenders with the way Rothschild had
performed its services since the inception of its engagement.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc.-- http://www.browncorp.com/--manufactures and sells   
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, it listed estimated assets of between $100 million
and $500 million and debts of between US$100 million and US$500
million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)


BHM TECHNOLOGIES: Varnum Responds to U.S. Trustee's Objection
-------------------------------------------------------------
Mary Kay Shaver, Esq., at Varnum, Riddering, Schmidt & Howlett
LLP, says that on June 17, 2008, representatives for Varnum,
Pepper Hamilton LLP, and Habbo Fokkena, United States Trustee for
Region 9, held a meeting and discussed the issues raised by the
Trustee.

BHM Technologies Holdings, Inc., and its debtor-subsidiaries
are seeking permission from the United States Bankruptcy Court for
the Western District of Michigan to hire Varnum, Riddering as
their corporate counsel and conflicts counsel.

The Trustee objects to Varnum, Riddering for these reasons:

   (1) Varnum has been retained as conflicts counsel, but
       neither the Pepper Hamilton LLP application nor the
       Varnum application contain an explanation of what would
       constitute a conflict that would be referred to Varnum.

   (2) Varnum did not run conflicts checks against all parties-
       in-interest in the Chapter 11 cases.

   (3) According to the affidavit, Varnum has 40 current and 41
       former clients who are connected with BHM's case.  These
       are more connections than Pepper Hamilton has.  The U.S.
       Trustee requests more time to explore with the Debtors
       and its attorneys, how Varnum could be conflicts counsel
       given its number of potential conflicts.

   (4) On May 7, 2008, BHM sued the former shareholders and
       directors of BHM, alleging that the current BHM was
       misled about the value of BHM so that BHM paid "millions"
       of dollars too much for BHM.  According to the Varnum
       affidavit, it is possible that Varnum represented these
       defendants; but Varnum no longer represents these
       persons.  The U.S. Trustee believes the defendants are
       currently represented by Law Weathers but does not know
       whether these defendants are in fact the same clients
       that Varnum formerly represented, and if so, when this
       representation ceased and what Varnum's role was in this
       litigation.

   (5) Varnum owns Varnum Consulting, which is not currently
       employed by the Debtors nor is a creditor.  Varnum's
       affidavit leaves open the possibility that Varnum
       Consulting has done work for the Debtors in the past and
       has been paid in full.

   (6) Once the U.S. Trustee understands the scope of Varnum's
       anticipated duties, it would request additional time to
       review the proposed fees with the Official Committee of
       Unsecured Creditors and its counsel.

Ms. Shaver relates that it has settled concerns by the U.S.
Trustee on:

    (i) Varnum's role as conflicts counsel;

   (ii) the firm's proposed fees, by, among other things,
        charging one-half of its normal hourly fee for non-
        working travel time;

  (iii) whether the firm's unit Varnum Consulting performed work
        for the Debtors prepetition; and

   (iv) Conflicts check against all parties-in-interest in the
        Chapter 11 cases.

Michael Wooldridge, Esq., a member of Varnum, relates that the
firm has performed conflicts check with potential parties-in-
interest, the firm has determined that no engagement with interest
parties has involved either the billing of fees in excess of 0.5%
of Varnum's annual fees billed, or that, in the aggregate for any
affiliated group of entities, exceeds 1% of Varnum's annual fees
billed.

With respect to concerns of potential conflict of interest due to
Varnum's prior representation of the former shareholders of BHM
Technologies, LLC, in the sale of BHM Technologies' company
interests to BHM Technologies Holdings, Inc., Ms. Shaver recounts
that Varnum began representing The Brown Corporation of America,
a predecessor to BHM Technologies Holdings, Inc., in 1992.  

The firm continued to represent The Brown Corporation of America
after its merger with Midwest Stamping & Manufacturing Co., in
2005.  In 2006, Morton Welding Holdings, Inc., Heckethorn
Holdings, Inc. and The Brown Corporation of America became
wholly-owned subsidiaries of BHM Technologies, LLC.  BHM
Technologies' company interests were sold to BHM Holdings
pursuant to the Purchase Agreement.

On August 22, 2007, BHM Holdings gave notice to the Former
Shareholders of an indemnification claim under the Purchase
Agreement, and the Former Shareholders asked Varnum to represent
them.  Varnum had not performed legal services for BHM Holdings,
and was given consent to represent the Former Shareholders in
negotiations with BHM Holdings.

Ms. Shaver says that in its representation, Varnum drafted the
Former Shareholders' initial response to the Indemnification
Claim, briefly reviewed information voluntarily provided by BHM
Holdings to the Former Shareholders, assisted the Former
Shareholders with the negotiation of a tolling agreement, drafted
a supplemental response to the Indemnification Claim and prepared
a memorandum for the Former Shareholders.

Ms. Shaver adds that once it became apparent that BHM Holdings
was going to be a Debtor in these cases, and prior to the filing
of the petitions, Varnum and the Former Shareholders concluded
the engagement and the Former Shareholders engaged the firm, Law,
Weathers & Richardson.

After the representation was concluded and Law, Weathers &
Richardson was engaged, BHM Holdings filed a complaint against
the Former Shareholders.  Varnum has no role in this litigation
and will not represent the Former Shareholders against BHM
Holdings or BHM Holdings against the Former Shareholders.  Varnum
submits that there is no actual or potential conflict arising
from its representation of the Former Shareholders.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc.-- http://www.browncorp.com/--manufactures and sells   
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, it listed estimated assets of between $100 million
and $500 million and debts of between $100 million and
$500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)


BRASCAN REAL ESTATE: Moody's Affirms Ratings of 5 Classes of Notes
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of five classes of
Notes issued by Brascan Real Estate CDO 2004-1 as:

  -- Class A, $153,000,000, Floating Rate Notes Due 2040, affirmed
     at Aaa

  -- Class B, $32,350,000, Floating Rate Notes Due 2040, affirmed
     at Aa2

  -- Class C, $18,750,000, Floating Rate Notes Due 2040, affirmed
     at A3

  -- Class D, $13,530,000, Floating Rate Notes Due 2040, affirmed
     at Baa3

  -- Class E, $13,500,000, Floating Rate Notes Due 2040, affirmed
     at Ba2

Moody's is affirming the transaction due to overall stable pool
performance based on the Trustee Report on June 30, 2008 and
information from the Collateral Manager.

Brascan Real Estate CDO 2004-1 is a collateralized debt obligation
backed primarily by CMBS collateral and a portfolio of commercial
real estate B-notes.  As of the June 30, 2008 report date, the
transaction's aggregate bond balance has decreased to
$262.7 million from $300.7 million as of the Effective Date.  The
ramp-up period ended on March 14, 2005.

At present, the transaction is in compliance with all applicable
coverage tests.  However, the transaction is currently not in
compliance with two of the collateral quality tests: "Herfindahl
Diversity Score" has a minimum threshold of 23.8 and the current
value is 20.0; "Collateral Debt Securities with a Moody's Rating
below B2" has a maximum threshold of 0% and the current value is
0.76%.  

The impact of the aforementioned failures on the current ratings
was offset by the 12.6% reduction in the outstanding bond balance.

The rating actions reflect Moody's evaluation of the expected loss
associated with each class of Notes based on the deal structure,
level of subordination under the notes and the credit quality of
the underlying collateral pool.


BSML INC: Brent Knudsen Resigns as Board Director
-------------------------------------------------
Brent Knudsen resigned from his position as a director of BSML,
Inc.  Mr. Knudsen has been a director of the company since Dec.
10, 2007.

Mr. Knudsen is the Managing Partner of Partnership Capital Growth
Advisors, a leading advisor/investor in the areas of healthy,
active and sustainable living, and licensed FINRA/SIPC broker
dealer.  Prior to founding PCGA, Mr. Knudsen was an original
partner at North Castle Partners, the leading private equity firm
targeting investments in the area of healthy living & aging, where
he led investments in areas including spas, fitness clubs and
nutrition.

Prior to joining North Castle Partners in 1998, Mr. Knudsen
founded, built, operated and advised growth businesses in the area
of healthy/active living, including Golf Web, Bell Sports, and the
Full Force Division of Specialized Bicycle Components.  Earlier
Mr. Knudsen was at Bain & Company, focusing primarily in the area
of health care strategy and mergers & acquisitions.

Mr. Knudsen received a B.A. from the University of Utah, a J.D.
from Georgetown Law School, and was a Visiting Scholar at Harvard
Law and Business Schools.  He currently serves on various private
and public boards, including Planet Organic Health Corporation
(POHC) and is chairman of the Pepperdine University Seaver Board
of Visitors.

Based in Walnut Creek, California, BSML Inc. (NasdaqCM: BSML) --
http://www.britesmile.com/-- markets teeth whitening technology
and manages BriteSmile Professional Teeth Whitening Centers.

BSML Inc.'s consolidated financial statements at March 29, 2008,
showed $7,654,000 in total assets and $9,362,000 in total
liabilities, resulting in a $1,708,000 total stockholders'
deficit.

                      Going Concern Doubt

Stonefield Josephson Inc., in Los Angeles, California, expressed
substantial doubt about BSML Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 29, 2007.  

To date, the company has yet to achieve profitability.  The
company has an accumulated deficit of $177,199,000 and working
capital deficiency of $4,968,000 as of March 29, 2008.  The
company's net loss and net cash used by operating activities were
$576,000 and $3,990,000, respectively, for the thirteen weeks
ended March 29, 2008.

BAOSHINN CORP: Dominic K.F. Chan Expresses Going Concern Doubt
--------------------------------------------------------------
Dominic K.F. Chan & Co. raised substantial doubt about the ability
of Baoshinn Corporation to continue as a going concern after it
audited the company's financial statements for the year ended
March 31, 2008.  The auditor pointed to the Company's recurring
net losses.

The company posted a net loss of $324,942 on total revenues of
$37,616,276 for the year ended March 31, 2008, as compared with
net loss of $268,117 on total revenues of $32,080,684 in the prior
year.

At March 31, 2008, the company's balance sheet showed $2,736,898
in total assets, $2,003,860 in total liabilities, and $733,038 in
total stockholders' equity.  

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?2f76

                     About Baoshinn Corporation

Baoshinn Corporation was incorporated under the laws of the State
of Nevada on September 9, 2005, under the name of JML Holdings,
Inc.  The company was formed as a "blind pool" or "blank check"
company whose business plan was to seek to acquire a business
opportunity through completion of a merger, exchange of stock, or
other similar type of transaction.  Prior to its identification of
Bao Shinn International Express as an acquisition target, its only
business activity was organizational activities.

BSIE is headquartered in Hong Kong and was established in 2002 to
offer extended travel services primarily focused on wholesale
businesses and corporate clients.  Through the Hong Kongs
subsidiary, Baoshinn is a ticket consolidator of major
international airlines, including Thai Airways, Eva Airways,
Dragon Air, Air China, China Southern Airlines and China Eastern
Airlines.  The company provides travel services such as ticketing,
hotel and accommodation arrangements, tour packages, incentive
tours and group sightseeing services to customers located in Hong
Kong and Mainland China.


CALPINE CORP: Promotes Andres Walker to Vice President
------------------------------------------------------
Calpine Corporation promoted Andre Walker to vice president,
finance and investor relations.

In this role, Mr. Walker's responsibilities will include managing
investor relations, while continuing his current corporate finance
responsibilities.

"[Mr. Walker's] significant industry and company knowledge, along
with his diverse experience, uniquely qualify him for this
position.  His addition to the investor relations team will
dramatically enhance our relationship with external stakeholders.  
Meanwhile, Mr. Walker will continue to deliver shareholder value
through his role in our corporate finance group," said Zamir Rauf,
interim Chief Financial Officer.

Mr. Walker joined the company in 1999, serving in various
capacities in finance, business development, asset management and
sales.  Prior to joining Calpine, he held several positions at Air
Liquide America.

Mr. Walker holds a bachelor's of science degree in chemical
engineering from The University of Texas at Austin.

                     About Calpine Corporation

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of January 31, 2008.


CAVIATA LLC: Taps Cecilia L. Rosenauer Ltd. as Bankruptcy Counsel
-----------------------------------------------------------------
Caviata LLC asks the U.S. Bankruptcy Court for the District of
Nevada for permission to employ Cecilia L. Rosenauer, Ltd. as its
bankruptcy counsel.

Cecilia L. Rosenauer, Ltd. will mainly advise the Debtor of its
rights and obligations under the Bankruptcy Code and assist in the
preparation of a plan of reorganization and disclosure statement.

Cecilia L. Rosenauer, Ltd. received a $25,000 general retainer
which was paid by Madonna and John Beal, members of the Debtor,
from their personal funds.

Subject to the Court's approval, Cecilia L. Rosenauer, Ltd.'s
professionals shall be compensated at these hourly rates:

          Cecilia L. Rosenauer, Esq.   $350
          Contract Attorneys           $200
          Legal Assistants              $95

Cecilia L. Rosenauer, Esq., the president and sole shareholder of
Cecilia L. Rosenauer, Ltd., assures the Court that her firm
neither holds or represents any interest adverse to the Debtor or
its estate, and that the firm is a "disinterested person" as that
term is defined in Sec. 101(14) of the Bankruptcy Code.

Based in Sparks, Nev., Caviata LLC filed for Chapter 11 on
June 16, 2008 (D. Nev. Case No. 08-50964).  When the Debtor filed
for protection from its creditors, it listed estimated assets of
between $10 million and $50 million and estimated debts of between
$10 million and $50 million.


CHEVY CHASE: Moody's Rates Additional Tranches on 2007-2 Certs.
---------------------------------------------------------------
Rating actions for Chevy Chase Funding LLC, Mortgage-Backed
Certificates, Series 2007-2 appeared incorrectly in the July 1,
2008 press statement.  Three tranches should be added to the
rating actions on Chevy Chase Funding LLC, Mortgage-Backed
Certificates, Series 2007-2.  The ratings on Cl. A-1, Cl. A-1I,
and Cl. A-1NA should be on review for possible downgrade.  

Revised release:

Moody's Investors Service has downgraded the ratings of 70
tranches from 12 Option ARM transactions originated by Chevy
Chase.  Thirteen tranches remain on review for possible further
downgrade.  Additionally, 21 tranches were placed on review for
possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, negatively amortizing Alt-A mortgage
loans.  The ratings were downgraded, in general, based on higher
than anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-2

  -- Cl. IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-3, Downgraded to Baa2 from A3
  -- Cl. B-4, Downgraded to B2 from Ba2
  -- Cl. B-5, Downgraded to Caa2 from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-3

  -- Cl. IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-4

  -- Cl. IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-3, Downgraded to Baa2 from Baa1
  -- Cl. B-4, Downgraded to Caa2 from Ba1
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-B

  -- Cl. IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-4, Downgraded to Caa1 from Ba2
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2005-C

  -- Cl. IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-4, Downgraded to B2 from Ba2
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-1

  -- Cl. IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-2, Downgraded to A2 from Aa2
  -- Cl. B-2I, Downgraded to A2 from Aa2
  -- Cl. B-2NA, Downgraded to A2 from Aa2
  -- Cl. B-3, Downgraded to B1 from A2
  -- Cl. B-4, Downgraded to Ca from Baa3
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-2

  -- Cl. IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. NIO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Aa3 from Aa1
  -- Cl. B-1I, Downgraded to Aa3 from Aa1
  -- Cl. B-1NA, Downgraded to Aa3 from Aa1
  -- Cl. B-2, Downgraded to Ba2 from Aa3
  -- Cl. B-2I, Downgraded to Ba2 from Aa3
  -- Cl. B-2NA, Downgraded to Ba2 from Aa3

  -- Cl. B-3, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from Baa3
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-3

  -- Cl. IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. NIO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to A1 from Aaa
  -- Cl. B-1I, Downgraded to A1 from Aaa
  -- Cl. B-1NA, Downgraded to A1 from Aaa
  -- Cl. B-2, Downgraded to Ba2 from Aa2
  -- Cl. B-2I, Downgraded to Ba2 from Aa2
  -- Cl. B-2NA, Downgraded to Ba2 from Aa2

  -- Cl. B-3, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3I, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3NA, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from Baa3
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-4

  -- Cl. IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. NIO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Baa2 from Aaa
  -- Cl. B-1I, Downgraded to Baa2 from Aaa
  -- Cl. B-1NA, Downgraded to Baa2 from Aaa
  -- Cl. B-2, Downgraded to B1 from Aa2
  -- Cl. B-2I, Downgraded to B1 from Aa2
  -- Cl. B-2NA, Downgraded to B1 from Aa2

  -- Cl. B-3, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3I, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3NA, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from Baa3
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2007-1

  -- Cl. IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. NIO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Baa1 from Aaa
  -- Cl. B-1I, Downgraded to Baa1 from Aaa
  -- Cl. B-1NA, Downgraded to Baa1 from Aaa
  -- Cl. B-2, Downgraded to Ba3 from Aa2
  -- Cl. B-2I, Downgraded to Ba3 from Aa2
  -- Cl. B-2NA, Downgraded to Ba3 from Aa2

  -- Cl. B-3, Downgraded to Caa1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3I, Downgraded to Caa1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3NA, Downgraded to Caa1 from A2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from Baa3
  -- Cl. B-5, Downgraded to Ca from B2

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2007-2

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-1I, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-NA, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. NIO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2I, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Ba3 from Aaa
  -- Cl. B-1NA, Downgraded to Ba3 from Aaa
  -- Cl. B-1I, Downgraded to Ba3 from Aaa
  -- Cl. B-2, Downgraded to B2 from Aa2
  -- Cl. B-2I, Downgraded to B2 from Aa2
  -- Cl. B-2NA, Downgraded to B2 from Aa2

  -- Cl. B-3, Downgraded to Caa1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3I, Downgraded to Caa1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3NA, Downgraded to Caa1 from A1; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from Baa3
  -- Cl. B-5, Downgraded to Ca from B2


CLEARLY CANADIAN: KPMG LLP Expresses Going Concern Doubt
--------------------------------------------------------
KPMG LLP in Vancouver, Canada, raised substantial doubt about
Clearly Canadian Beverage Corporation's ability to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  The auditor reported that the
company has suffered recurring losses from operations and has
insufficient working capital to meet its planned business
objectives.

The company had a loss for the year ended Dec. 31, 2007.  At Dec.
31, 2007, it has working capital of $7,625,000 and an accumulated
deficit of $89,913,000.  Operations for the year ended Dec. 31,
2007, have been funded primarily from cash reserves raised by the
issuance of capital stock and convertible notes.  Management is of
the opinion that its cash and cash equivalents of $8,700,000 at
Dec. 31, 2007, will provide sufficient working capital to meet the
company's cash requirements until the fourth quarter of 2008.  
Since January 2007, the company had raised nearly $13,690,000 of
debt and equity financing to fund working capital requirements.
      
Management has continued to take steps to try to improve the
company's financial results and cash flow, which includes pursuing
equity financing to fund working capital requirements.  The
company's ability to continue operations is contingent on its
ability to obtain financing.  Management believes that it will be
able to secure the necessary financing, however, there is no
assurance that management will be successful in achieving these
objectives.

The company posted a net loss of $12,796,000 on total sales of
$10,623,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $8,247,000  on total sales of $7,462,000 in the prior
year.

Operating losses were $13,117,000 for the year ended Dec. 31,
2007, compared with $7,392,000 for the year ended Dec. 31, 2006.  
The company will likely incur additional losses for fiscal 2008.

                             Balance Sheet

At Dec. 31, 2007, the company's balance sheet showed $22,178,000
in total assets, $9,955,000 in total liabilities, and $12,223,000
in total stockholders' equity.  

The company's consolidated balance sheet at Dec. 31, 2007, showed
$11,983,000 in total current assets and $4,358,000 in total
current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2f77

                         Results of Operations

Sales were $10,623,000 for the twelve months ended Dec. 31, 2007,
compared with $7,462,000 for the twelve months ended Dec. 31,
2006, an increase of 42% or $3,161,000.  The overall increase in
sales was a result of the addition of $3,896,000 in sales from  
the company's healthy snack division (acquired in February 2007
through the acquisition of DMR Food Corporation) and $1,124,000 in
sales from its organic baby product division (acquired in May 2007
through the acquisition of My Organic Baby, Inc.).  Sales for the
twelve months ended Dec. 31, 2007, from the beverage division were
$5,603,000 compared with $7,462,000 for the same period last year,
a decrease of $1,859,000 or 24.9%.  The decrease in beverage sales
is attributable to the decline in sales of the 14oz flavoured
sparkling water by 36% due to the increase in competition and
product alternatives in the marketplace.  Also the decline can be
attributed to the non-carbonated, non-branded water beverage,
which was influenced materially by the size of orders from a major
customer.  However, sales from the company's new beverage products
including our 1 Litre sparking flavoured format and our new
Enhanced Waters, grew 342% for the twelve months ended Dec. 31,
2007, compared with the same period in 2006.  the company expects
sales of its new beverage product offerings to continue to grow.

Cost of sales expenses were $9,212,000 for the twelve months ended
Dec. 31, 2007, compared with $5,677,000 for the same period last
year, an increase of $3,535,000.  The net of sales less cost of
sales, being the gross profit margin percentage, decreased to
13.2% for the twelve months ended Dec. 31, 2007, from 23.9% for
the twelve months ended December 31, 2006, a decrease of 10.7%.
The decrease in gross profit margin is a result of a number of
factors.  First, lower margins can be attributed to the continued
integration of the new healthy snack and organic baby product
business units with the company's beverage units.  The healthy
snack unit has lower gross profit margin percentages than the
other businesses, however, it also has lower selling and marketing
expenses associated with its business.  Second, the beverage unit
is encountering higher costs in raw materials and increases in
fuel surcharges resulting in increases in costs of goods sold.  
Finally, there were one time charges associated with obsolete
inventory and a product recall.
                          About Clearly Canadian

Based in Vancouver, B.C., Clearly Canadian Beverage Corporation
(OTC BB: CCBEF.OB CL) -- http://www.clearly.ca/-- markets premium  
alternative beverages, including Clearly Canadian(R)
sparklingflavoured waters and Clearly Canadian dailyEnergy,
dailyVitamin and dailyHydration Natural Enhanced Waters which are
distributed in the United States, Canada and various other
countries.  Clearly Canadian's recent acquisition of DMR Food
Corporation and My Organic Baby Inc. marks the company's debut
into organic and natural products with a full line of organic baby
and toddler foods under the brand names My Organic Baby and My
Organic Toddler and a wide range of dried fruit and nut snacks
offerings from SunRidge Farms, Naturalife, Sweet Selections,
Simply by Nature and Glengrove Organics brands.


CLOVERIE PLC: Fitch Cuts Ratng to CC from A- on Poor Collateral
---------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the sole class of notes issued by Cloverie Plc 2005-78.  
These rating action is effective immediately:

  -- $15,000,000 class S-2 notes to 'CC' from 'A-'.

Fitch originally placed Cloverie 2005-78 on Rating Watch Negative
on Feb. 27.

Cloverie 2005-78 is a partially funded, static synthetic
collateralized debt obligation that closed in November 2005.  The
transaction represents leveraged exposure to a diversified
portfolio of asset-backed securities.  The note proceeds from the
class S-2 notes collateralize a credit default swap with Citigroup
Global Markets Limited as the Swap Counterparty.  A modified 'Pay-
As-You-Go' template is utilized to define the terms of the credit
default swap.

Cloverie 2005-78 has a reference portfolio comprised primarily of
subprime residential mortgage-backed securities bonds (73.6%),
commercial mortgage-backed securities bonds (8.2%), and other
structured finance assets.  All of the subprime RMBS bonds are of
the 2005 vintage.

Fitch's rating action reflects the significant collateral
deterioration within the portfolio, specifically with respect to
subprime RMBS collateral.  Since November 2007, 71.8% of the
portfolio has been downgraded, with 5% of the portfolio currently
on Rating Watch Negative.  Exposure to assets rated 'CCC+' and
below is 34.5% of the portfolio compared to the class S-2
attachment point of 13.84%.  Fitch's Weighted Average Rating
Factor (WARF) has increased from 5.3 at last review in November
2007 to 29.0 currently.  Over 69.6% of the reference portfolio is
currently rated below investment grade.

The attachment point on the class S-2 notes has increased to
13.84% from 13% originally due to the capital structure de-
levering as a result of asset amortization.  However, this remains
well below the current 'CCC' rating loss rate.

The class S-2 note is removed from Rating Watch as Fitch believes
further negative migration in the portfolio will have a lesser
impact on the class.  Additionally, Fitch is reviewing its SF CDO
approach and will comment separately on any changes and potential
rating impact at a later date.

The rating of the class S-2 note addresses the likelihood that
investors will receive full and timely payments of interest, as
per the transaction's governing documents, as well as the stated
balance of principal by the legal final maturity date.


CLOVERIE PLC: Collateral Deterioration Cues Fitch to Junk Rating
----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the sole class of notes issued by Cloverie Plc 2005-79.  
These rating action is effective immediately:

  -- $15,000,000 class S-4 notes to 'CC' from 'BBB'.

Fitch originally placed Cloverie 2005-79 on Rating Watch Negative
on Feb. 27.

Cloverie 2005-79 is a partially funded, static synthetic
collateralized debt obligation that closed in November 2005.  The
transaction represents leveraged exposure to a diversified
portfolio of asset-backed securities.  The note proceeds from the
class S-4 notes collateralize a credit default swap with Citigroup
Global Markets Limited as the Swap Counterparty.  A modified 'Pay-
As-You-Go' template is utilized to define the terms of the credit
default swap.

Cloverie 2005-79 has a reference portfolio comprised primarily of
subprime residential mortgage-backed securities bonds (73.6%),
commercial mortgage-backed securities bonds (8.2%), and other
structured finance assets.  All of the subprime RMBS bonds are of
the 2005 vintage.

Fitch's rating action reflects the significant collateral
deterioration within the portfolio, specifically with respect to
subprime RMBS collateral.  Since November 2007, 71.8% of the
portfolio has been downgraded, with 5% of the portfolio currently
on Rating Watch Negative.  Exposure to assets rated 'CCC+' and
below is 34.5% of the portfolio compared to the class S-4
attachment point of 9.58%.  Fitch's Weighted Average Rating Factor
has increased from 5.3 at last review in November 2007 to 29.0
currently.  Over 69.6% of the reference portfolio is currently
rated below investment grade.

The attachment point on the class S-4 notes has increased to 9.58%
from 9% originally due to the capital structure de-levering as a
result of asset amortization.  However, this remains well below
the current 'CCC' rating loss rate.

The class S-4 note is removed from Rating Watch as Fitch believes
further negative migration in the portfolio will have a lesser
impact on the class.  Additionally, Fitch is reviewing its SF CDO
approach and will comment separately on any changes and potential
rating impact at a later date.

The rating of the class S-4 note addresses the likelihood that
investors will receive full and timely payments of interest, as
per the transaction's governing documents, as well as the stated
balance of principal by the legal final maturity date.


CLOVERIE PLC: Fitch Slashes Rating on $15MM Class A Notes to 'CC'
-----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the sole class of notes issued by Cloverie Plc 2005-80.  
These rating action is effective immediately:

  -- $15,000,000 class A notes to 'CC' from 'BBB-'.

Fitch originally placed Cloverie 2005-80 on Rating Watch Negative
on Feb. 27.

Cloverie 2005-80 is a partially funded, static synthetic
collateralized debt obligation that closed in November 2005.  The
transaction represents leveraged exposure to a diversified
portfolio of asset-backed securities.  The note proceeds from the
class A notes collateralize a credit default swap with Citigroup
Global Markets Limited as the Swap Counterparty.  A modified 'Pay-
As-You-Go' template is utilized to define the terms of the credit
default swap.

Cloverie 2005-80 has a reference portfolio comprised primarily of
subprime residential mortgage-backed securities bonds (73.6%),
commercial mortgage-backed securities bonds (8.2%), and other
structured finance assets.  All of the subprime RMBS bonds are of
the 2005 vintage.

Fitch's rating action reflects the significant collateral
deterioration within the portfolio, specifically with respect to
subprime RMBS collateral.  Since November 2007, 71.8% of the
portfolio has been downgraded, with 5% of the portfolio currently
on Rating Watch Negative.  Exposure to assets rated 'CCC+' and
below is 34.5% of the portfolio compared to the class A attachment
point of 7.45%.  Fitch's Weighted Average Rating Factor has
increased from 5.3 at last review in November 2007 to 29.0
currently.  Over 69.6% of the reference portfolio is currently
rated below investment grade.

The attachment point on the class A notes has increased to 7.45%
from 7% originally due to the capital structure de-levering as a
result of asset amortization. However, this remains well below the
current 'CCC' rating loss rate.

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

The rating of the class A note addresses the likelihood that
investors will receive full and timely payments of interest, as
per the transaction's governing documents, as well as the stated
balance of principal by the legal final maturity date.


CLOVERIE PLC: Fitch Cuts $15MM Class B Notes Rating to CC from BB+
------------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the sole class of notes issued by Cloverie Plc 2005-81.   
These rating action is effective immediately:

  -- $15,000,000 class B notes to 'CC' from 'BB+'.

Fitch originally placed Cloverie 2005-81 on Rating Watch Negative
on Feb. 27.

Cloverie 2005-81 is a partially funded, static synthetic
collateralized debt obligation that closed in November 2005.  The
transaction represents leveraged exposure to a diversified
portfolio of asset-backed securities.  The note proceeds from the
class B notes collateralize a credit default swap with Citigroup
Global Markets Limited as the Swap Counterparty.  A modified 'Pay-
As-You-Go' template is utilized to define the terms of the credit
default swap.

Cloverie 2005-81 has a reference portfolio comprised primarily of
subprime residential mortgage-backed securities bonds (73.6%),
commercial mortgage-backed securities bonds (8.2%), and other
structured finance assets.  All of the subprime RMBS bonds are of
the 2005 vintage.

Fitch's rating action reflects the significant collateral
deterioration within the portfolio, specifically with respect to
subprime RMBS collateral.  Since November 2007, 71.8% of the
portfolio has been downgraded, with 5% of the portfolio currently
on Rating Watch Negative.  Exposure to assets rated 'CCC+' and
below is 34.5% of the portfolio compared to the class B attachment
point of 5.32%.  Fitch's Weighted Average Rating Factor has
increased from 5.3 at last review in November 2007 to 29.0
currently.  Over 69.6% of the reference portfolio is currently
rated below investment grade.

The attachment point on the class B notes has increased to 5.32%
from 5% originally due to the capital structure de-levering as a
result of asset amortization.  However, this remains well below
the current 'CCC' rating loss rate.  The class B note is removed
from Rating Watch as Fitch believes further negative migration in
the portfolio will have a lesser impact on the class.   
Additionally, Fitch is reviewing its SF CDO approach and will
comment separately on any changes and potential rating impact at a
later date.

The rating of the class B note addresses the likelihood that
investors will receive full and timely payments of interest, as
per the transaction's governing documents, as well as the stated
balance of principal by the legal final maturity date.


CLOVERIE PLC: Fitch Lowers Ratings to CCC from BBB- on $10MM Notes
------------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the sole class of notes issued by Cloverie Plc 2006-1.   
These rating action is effective immediately:

  -- $10,000,000 class A notes downgraded to 'CCC' from 'BBB-'.

Fitch originally placed Cloverie 2006-1 on Rating Watch Negative
on Feb. 27.

Cloverie 2006-1 is a partially funded, static synthetic
collateralized debt obligation that closed in January 2006.  The
transaction represents leveraged exposure to a diversified
portfolio of asset-backed securities.  The note proceeds from the
class A notes collateralize a credit default swap with Citigroup
Global Markets Limited as the Swap Counterparty.  A modified 'Pay-
As-You-Go' template is utilized to define the terms of the credit
default swap.

Cloverie 2006-1 has a reference portfolio comprised primarily of
subprime residential mortgage-backed securities bonds (49.3%),
Alternative-A RMBS (20.8%), and other structured finance assets.  
Subprime RMBS bonds of the pre-2005 and 2005 vintages account for
approximately 27.1% and 22.3% of the portfolio, respectively.  
Likewise, Alt-A RMBS of the pre-2005 and 2005 vintages represent
approximately 15.6% and 5.3% of the portfolio, respectively.

Fitch's rating action reflects the significant collateral
deterioration within the portfolio, specifically with respect to
subprime RMBS and Alt-A RMBS collateral.  Since November 2007,
37.9% of the portfolio has been downgraded net of upgrades, with
5.8% of the portfolio currently on Rating Watch Negative.  
Exposure to assets rated 'CCC+' and below is 16.9% of the
portfolio compared to the class A attachment point of 17.17%.  
Over 36.3% of the reference portfolio is rated below investment
grade.  Fitch's Weighted Average Rating Factor has increased from
9.7 at last review in November 2007 to 17.5 currently.

The attachment point on the class A notes has increased to 17.17%
from 11.50% originally due to the capital structure de-levering as
a result of asset amortization.  The attachment point is currently
greater than the 'CCC' rating loss rate and thus has positive
cushion to that rating level.

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

The rating of the class A note addresses the likelihood that
investors will receive full and timely payments of interest, as
per the transaction's governing documents, as well as the stated
balance of principal by the legal final maturity date.


CLOVERIE PLC: Fitch Junks $10MM Notes Rating; Removes Neg. Watch
----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the sole class of notes issued by Cloverie Plc 2006-2.   
These rating action is effective immediately:

  -- $10,000,000 class B notes downgraded to 'CC' from 'BB'.

Fitch originally placed Cloverie 2006-2 on Rating Watch Negative
on Feb. 27.

Cloverie 2006-2 is a partially funded, static synthetic
collateralized debt obligation that closed in January 2006.  The
transaction represents leveraged exposure to a diversified
portfolio of asset-backed securities.  The note proceeds from the
class B notes collateralize a credit default swap with Citigroup
Global Markets Limited as the Swap Counterparty.  A modified 'Pay-
As-You-Go' template is utilized to define the terms of the credit
default swap.

Cloverie 2006-2 has a reference portfolio comprised primarily of
subprime residential mortgage-backed securities bonds (49.3%),
Alternative-A RMBS (20.8%), and other structured finance assets.  
Subprime RMBS bonds of the pre-2005 and 2005 vintages account for
approximately 27.1% and 22.3% of the portfolio, respectively.  
Likewise, Alt-A RMBS of the pre-2005 and 2005 vintages represent
approximately 15.6% and 5.3% of the portfolio, respectively.

Fitch's rating action reflects the significant collateral
deterioration within the portfolio, specifically with respect to
subprime RMBS and Alt-A RMBS collateral.  Since November 2007,
37.9% of the portfolio has been downgraded net of upgrades, with
5.8% of the portfolio currently on Rating Watch Negative.  
Exposure to assets rated 'CCC+' and below is 16.9% of the
portfolio compared to the class B attachment point of 12.69%.  
Over 36.3% of the reference portfolio is rated below investment
grade.  Fitch's Weighted Average Rating Factor has increased from
9.7 at last review in November 2007 to 17.5 currently.

The attachment point on the class B notes has increased to 12.69%
from 8.50% originally due to the capital structure de-levering as
a result of asset amortization.  However, this remains below the
current 'CCC' rating loss rate.

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

The rating of the class B note addresses the likelihood that
investors will receive full and timely payments of interest, as
per the transaction's governing documents, as well as the stated
balance of principal by the legal final maturity date.


CLOVERIE PLC: Fitch Junks $40MM Notes Rating; Removes Neg. Watch
----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the sole class of notes issued by Cloverie Plc 2006-3.   
These rating action is effective immediately:

  -- $40,000,000 class D notes to 'CC' from 'B-'.

Fitch originally place Cloverie 2006-3 on Rating Watch Negative on
Feb. 27.

Cloverie 2006-3 is a partially funded, static synthetic
collateralized debt obligation that closed in January 2006.  The
transaction represents leveraged exposure to a diversified
portfolio of asset-backed securities.  The note proceeds from the
class D notes collateralize a credit default swap with Citigroup
Global Markets Limited as the Swap Counterparty.  A modified 'Pay-
As-You-Go' template is utilized to define the terms of the credit
default swap.

Cloverie 2006-3 has a reference portfolio comprised primarily of
subprime residential mortgage-backed securities bonds (49.3%),
Alternative-A RMBS (20.8%), and other structured finance assets.  
Subprime RMBS bonds of the pre-2005 and 2005 vintages account for
approximately 27.1% and 22.3% of the portfolio, respectively.  
Likewise, Alt-A RMBS of the pre-2005 and 2005 vintages represent
approximately 15.6% and 5.3% of the portfolio, respectively.

Fitch's rating action reflects the significant collateral
deterioration within the portfolio, specifically with respect to
subprime RMBS and Alt-A RMBS collateral.  Since November 2007,
37.9% of the portfolio has been downgraded net of upgrades, with
5.8% of the portfolio currently on Rating Watch Negative.  
Exposure to assets rated 'CCC+' and below is 16.9% of the
portfolio compared to the class D attachment point of 6.35%.  Over
36.3% of the reference portfolio is rated below investment grade.  
Fitch's Weighted Average Rating Factor has increased from 9.7 at
last review in November 2007 to 17.5 currently.

The attachment point on the class D notes has increased to 6.35%
from 4.25% originally due to the capital structure de-levering as
a result of asset amortization.  However, this remains well below
the current 'CCC' rating loss rate.

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

The rating of the class D note addresses the likelihood that
investors will receive full and timely payments of interest, as
per the transaction's governing documents, as well as the stated
balance of principal by the legal final maturity date.


COOPER TIRE: Moody's Affirms B2 Ratings; Changes Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service affirmed Cooper Tire & Rubber Company's
Corporate Family and Probability of Default Ratings at B2; lowered
the ratings of the unsecured notes to B3 from B2; and changed the
company's outlook to stable from positive.  The company's
Speculative Grade Liquidity Rating remains at SGL-2.

The change in outlook to stable incorporates the company's recent
statement of production cuts at its North American facilities
during the second quarter of 2008 due to decreased demand and
projected shortages of certain raw materials.  

Higher gasoline prices dampened consumer driving trends in 2008
resulting in lower miles driven and thus lower demand for
replacement tires.  This trend is expected to continue at least
over the near-term.  As such, Cooper Tire's credit metrics are
expected to continue to soften through 2008.  

However, at some point replacement demand is expected to recover
due to pent up demand and consumer safety concerns.  The
likelihood of this eventual rebound is incorporated in the B2
Corporate Family Rating.  Cooper Tire continues to move production
to lower cost regions with a recent investment statement in
Mexico.

Further expectations of continuing market deterioration in North
America beyond the near-term would result in a lowering of the
outlook or ratings.  The downgrade of the ratings for the
unsecured notes to B3 results from lower distressed recovery
expectations given current domestic economic conditions and the
notes' position below the secured asset based revolving credit
facility.

Cooper Tire's Speculative Grade Liquidity rating of SGL-2
continues to represent good liquidity over the next 12 months.  At
March 31, 2008 the company had $315 million of cash, cash
equivalents, and short term investments on its balance sheet.  
Current industry pressures will likely result in negative free
cash flow for 2008.

However, the company exercised its put option associated with its
investment in Kumho Tire Co., Inc. in March 2008 and intends to
monetize this investment, which was valued at about $107 million
as of March 31, 2008.  There are no financial covenants under the
company's $200 million asset based revolver nor the $125 million
accounts receivable securitization facility.

As of March 31, 2008, Cooper Tire had additional borrowing
capacity of $297.8 million under the combined asset based revolver
and accounts receivable securitization facility.  Cooper also has
some ability to develop incremental alternate liquidity under the
lien baskets of its unsecured notes.

Ratings affirmed:

  -- Corporate Family Rating, B2
  -- Probability of Default, B2
  -- Speculative Grade Liquidity, SGL-2
  -- Shelf filing for preferred stock at (P)Caa1 LGD6 97%

Ratings lowered:

  -- Senior Unsecured Notes to B3, LGD4 66% from B2, LGD4, 56%

  -- Shelf filing for unsecured notes, to (P)B3, LGD4 66% from
     (P)B2 ,LGD4, 56%

The last rating action was on Aug. 17, 2007 at which time the
outlook was changed to positive from stable.  Cooper Tire's
revolving credit facility is not rated.

Headquartered in Findlay, Ohio, Cooper Tire & Rubber Company is
the 4th  largest tire manufacturer in North America and is focused
on replacement markets for passenger cars and light & medium duty
trucks.  Revenues in 2007 were approximately $2.9 billion.


CRANSTON II: Section 341(a) Meeting Set for July 29
---------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
Cranston II, LLC's creditors at 3:00 p.m., on July 29, 2008, at
the Office of the United States Trustee, 80 Broad Street, Fourth
Floor, New York, N.Y.  This is the first meeting of creditors
required under Section 341(a) of the Bankruptcy Code in all
bankruptcy cases.

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

Based in Bal Harbour, Fla., Cranston II, LLC and its debtor
affiliate, Cranston Acquisition, LLC, filed for Chapter 11 on
June 17, 2008 (S.D. N.Y. Case No. 08-12271).  Avrum J. Rosen,
Esq., represents the Debtors as counsel.  When the Debtors filed
for protection from their creditors, they listed total assets of
$32,006,000 and total debts of $12,070,890.


CRANSTON II: Can Employ Avrum J. Rosen PLLC as Attorney
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted permission to Cranston II, LLC and its debtor-affiliate,
Cranston Acquisition, LLC, to employ The Law Offices of Avrum J.
Rosen, PLLC as their attorney, nunc pro tunc to June 17, 2008.

The Law Offices of Avrum J. Rosen, PLLC will advise the Debtors of
their rights and duties, oversee preparation of necessary reports,  
conduct all appropriate investigation or litigation, and perform
any necessary duty in aid of the administration of the Debtors'
estates.

Compensation will be paid to The Law Offices of Avrum J. Rosen,
PLLC at its customary rate of $425 per hour.  Partner time will be
billed at $300-$425 per hour, while associate time will be billed
at the hourly rate of $250-$350.

Avrum J. Rosen, Esq., a member of The Law Offices of Avrum J.
Rosen, PLLC, assured the Court that his firm neither holds nor
represents any interest adverse to the Debtors or their estates,
and that the firm is a "disinterested person" as defined in
Sec. 101(14) of the Bankruptcy Code.

Based in Bal Harbour, Fla., Cranston II, LLC and its debtor
affiliate, Cranston Acquisition, LLC, filed for Chapter 11 on
June 17, 2008 (S.D. N.Y. Case No. 08-12271).  When the Debtors
filed for protection from their creditors, they listed total
assets of $32,006,000 and total debts of $12,070,890.


CRANSTON II: Taps CobbCorp LLC as Professional Business Broker
--------------------------------------------------------------
Cranston II, LLC and its debtor-affiliate, Cranston Acquisition,
LLC, ask the U.S. Bankruptcy Court for the Southern District of
New York, for authority to retain CobbCorp., LLC, as their
professional business broker.

CobbCorp, LLC will assist the Debtors in selling and marketing
their television station KMCC-TV, licensed to Laughlin, Nevada.

The Debtors propose to pay CobbCorp, LLC a commission of 5% of the
first $3,000,000, 2% of each additional dollar up to $10,000,000
and 1% on the balance with a minimum commission fee of $100,000,
subject to notice and a hearing before the Court.

Brian Cobb, the president of CobbCorp, LLC, assures the Court that
his firm does not hold or represent any interest adverse to the
Debtors or their estates, and that the firm is a "disinterested
person" within the meaning of Sec. 101(14) of the Bankruptcy Code.

Based in Bal Harbour, Fla., Cranston II, LLC and its debtor
affiliate, Cranston Acquisition, LLC, filed for Chapter 11 on
June 17, 2008 (S.D. N.Y. Case No. 08-12271).  Avrum J. Rosen,
Esq., represents the Debtors as counsel.  When the Debtors filed
for protection from their creditors, they listed total assets of
$32,006,000 and total debts of $12,070,890.


CWCAPITAL COBALT: Moody's Affirms Ba2 Rating of Notes
-----------------------------------------------------
Moody's Investors Service affirmed the ratings of 14 classes of
Notes issued by CWCapital Cobalt II, Ltd. as:

  -- Class A-1A, $270,800,000, Floating Rate Notes Due 2050,
     affirmed at Aaa

  -- Class A-1AR, Up to $100,000,000, Revolving Floating Rate
     Notes Due 2050, affirmed at Aaa

  -- Class A-1B, $41,200,000, Floating Rate Notes Due 2050,
     affirmed at Aaa

  --Class A-2A, $51,530,000, Floating Rate Notes Due 2050,
    affirmed at Aaa

  -- Class A-2B, $51,530,000, Floating Rate Notes Due 2050,
     affirmed at Aaa

  -- Class B, $46,760,000, Floating Rate Notes Due 2050, affirmed
     at Aa2

  -- Class C, $25,340,000, Floating Rate Capitalized Interest
     Notes Due 2050, affirmed at A1

  -- Class D, $11,345,000, Floating Rate Capitalized Interest
     Notes Due 2050, affirmed at A2

  -- Class E, $11,345,000, Floating Rate Capitalized Interest
     Notes Due 2050, affirmed at A3

  -- Class F, $11,345,000, Floating Rate Capitalized Interest
     Notes Due 2050, affirmed at Baa1

  -- Class G, $14,910,000, Floating Rate Capitalized Interest
     Notes Due 2050, affirmed at Baa2

  -- Class H, $12,390,000, Floating Rate Capitalized Interest
     Notes Due 2050, affirmed at Baa3

  -- Class J, $10,570,000, Floating Rate Capitalized Interest
     Notes Due 2050, affirmed at Ba1

  -- Class K, $12,000,000, Floating Rate Capitalized Interest
     Notes Due 2050, affirmed at Ba2

Moody's is affirming this transaction due to overall stable pool
performance based on the Trustee Report on June 30, 2008 and
information from the Collateral Manager.

CWCapital Cobalt II Ltd. is a collateralized debt obligation
backed primarily by a portfolio of CMBS Securities, Whole Loans,
B-Notes, Mezzanine Loans and CRE CDO Securities.  As of the June
30, 2008 distribution date, the transaction's aggregate bond
balance is $700.0 million, the same as at issuance.  The ramp-up
period ended on April 10, 2007 and the reinvestment period ends on
April 10, 2011.

The rating actions reflect Moody's evaluation of the expected loss
associated with each class of Notes based on the level of
subordination under the notes and the credit quality of the
underlying collateral pool.  The transaction is in compliance with
all applicable collateral quality and coverage tests.


DRI CORP: Secures Financing Initiatives with PNC Bank and BHC
-------------------------------------------------------------
DRI Corp. secured new U.S. loan agreements with PNC Bank, National
Association and BHC Interim Funding III, L.P., and expanded its
existing European banking relationship with Svenska Handelsbanken
AB.

"We believe that our three new financing initiatives provide an
appropriate working capital foundation for our 2008 to 2010
business plans as currently positioned, and enhance the Company's
ability to better manage cash resources between the U.S. and
Europe," David L. Turney, the company's Chairman, President, and
Chief Executive Officer, said.  "The agreements have been reached
and substantially executed, and we expect final closing and
funding actions to occur; the details of each of these credit
facilities will be fully disclosed in separate Form 8-K filings."

                     New U.S. Senior Lender

The company entered into a revolving credit agreement with PNC
Bank, National Association on June 30, 2008.  The three-year
agreement -- a revolving credit line of up to $8 million subject
to formula-derived availability based on inventory and accounts
receivable -- replaces the company's present $6 million U.S.
senior lender relationship with Laurus Master Fund, Ltd., which
expired June 30, 2008.  This credit facility includes performance
covenants and other provisions related to payment and pre-payment,
generally considered by management to be usual and customary for
this type of financing.

PNC Bank, National Association is a subsidiary of The PNC
Financial Services Group, Inc., one of the nation's largest
diversified financial services organizations providing retail and
business banking; specialized services for corporations and
government entities, including corporate banking, real estate
finance and asset-based lending; wealth management; asset
management; and global fund services.

                     New Subordinated Lender

The Company entered into a subordinated loan agreement with
Brooks, Houghton & Company, Inc.'s BHC Interim Funding III, L.P.
on June 30, 2008.  The three-year, $5 million loan under this
agreement provides additional working capital to fund the growth
in both the company's domestic and international operations over
the next three years according to present business plans.  In
connection with the execution of this loan agreement, the company
granted BHC a five-year warrant to purchase up to 350,000 shares
of TBUS Common Stock at a 5% premium to market (five-day volume
weighted average).  This credit facility includes performance
covenants and other provisions related to payment and pre-payment,
generally considered by management to be usual and customary for
this type of financing.

BHC Interim Funding, L.P. is the investment arm of Brooks,
Houghton & Company, Inc. and specializes in making investments in
middle market companies.  The firm typically provides mezzanine
and bridge capital for acquisitions or recapitalizations; to
finance profitable growth or expansion; to augment working
capital; and to enable time sensitive opportunities. It primarily
invests in manufacturing, distribution, and business services
companies based in United States. Brooks Houghton & Company was
formed in 1989 and is based in New York City, with an additional
office at Stamford, Connecticut.

             Existing European Credit Facilities

The company has reached agreement with Svenska Handelsbanken AB,
its existing banking relationship in Gothenburg, Sweden, to expand
existing European working capital credit facilities, subject to
formula-derived availability based partially on inventory and
accounts receivable for a revolver component that, in combination
with term loans, brings the facility maximum to a total of
approximately $6.4 million as compared to the prior similar line
maximum of approximately $3.2 million.  While the company's
original European banking relationship was not at the end of term,
DRI management believed it advisable to update the relationship at
the same time that the U.S. side of the company's debt structure
was addressed to provide additional working capital to meet the
expected growth of the Company's international operations.

                 FY 2008 Earnings Forecast Update

"Regarding the company's previously announced fiscal year 2008
guidance of $68 million to $70 million in revenue and earnings per
diluted share of 14 cents to 17 cents, management is comfortable
projecting earnings per share to be at the upper end of that range
and expects the second quarter 2008 results to be consistent with
such outlook," Mr. Turney said.

                        About DRI Corp.

Headquartered in Dallas, Texas, DRI Corporation (Nasdaq: TBUS) --
http://www.digrec.com/-- through its business units and wholly    
owned subsidiaries, manufactures, sells, and services information
technology and surveillance technology products either directly or
through manufacturers' representatives or distributors.  Customers
include municipalities, regional transportation districts,
federal, state and local departments of transportation, and bus
manufacturers.  The company markets primarily to customers located
in North and South America, Far East, Middle East, Asia,
Australia, and Europe.

                      Going Concern Doubt

PricewaterhouseCoopers LLP, in Raleigh, North Carolina, expressed
substantial doubt about DRI 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 insufficient cash resources to make
payment in full on the outstanding balance of the domestic line of
credit which matures June 30, 2008.

The company has executed term sheets with potential lenders for
the refinancing of the domestic line of credit and such lenders
are in the process of performing due diligence reviews of the
company's financial records and operations.


DYNCORP INT'L: Prices $125MM Offering of 9-1/2% Senior Sub. Notes
-----------------------------------------------------------------
DynCorp International LLC and its subsidiary DIV Capital
Corporation priced its $125 million in aggregate principal amount
of additional 9-1/2% senior subordinated notes due 2013.  The
senior subordinated notes are to be issued under the issuers'
existing senior subordinated notes indenture.

DynCorp intends to use the net proceeds from the private placement
to repay in part borrowings under its existing senior secured
credit facility.  

Concurrently with the closing of the offering, DynCorp intends to
enter into a new senior secured credit facility under which it
intends to refinance the remainder of the balance under its
existing senior secured credit facility.

Headquartered in Falls Church, Virginia, DynCorp International
Inc. (NYSE: DCP) -- http://www.dyn-intl.com/-- through its  
operating company DynCorp International LLC, is a provider of
specialized mission-critical technical services, mostly to
civilian and military government agencies.  It operates major
programs in law enforcement training and support, security
services, base operations, aviation services and operations, and
logistics support worldwide.  DynCorp has approximately 14,600
employees worldwide.


DYNCORP INT'L: S&P Holds 'B' Rating on Proposed $445MM Notes Issue
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its issue-level
ratings on DynCorp International LLC's subordinated notes,
following the announcement that the company proposes to increase
the size of the issue to $445 million (of which $417 million is
outstanding), from $320 million (of which $292 million is
outstanding) through a $125 million add-on offering.  The notes
are rated 'B', two notches below the corporate credit rating on
DynCorp.  The recovery rating on the notes remains unchanged at
'6', indicating expectations of a negligible (0%-10%) recovery in
the event of payment default.  

DIV Capital Corp., which does not have any operations or material
assets, is a coissuer of the notes.  The proceeds from the new
notes and a proposed new credit facility will be used to refinance
the existing credit facility; S&P will withdraw the ratings on the
existing credit facility when the transaction closes.        

"The 'BB-' corporate credit rating on DynCorp International
reflects limited contract diversity; a weak, but improving,
financial profile; the risky nature of some of its operations, and
possible changes in U.S. foreign policy under a new President,"
said Standard & Poor's credit analyst Christopher DeNicolo.  The
ratings benefit somewhat from the firm's leading market positions,
high demand for its services, and a fairly stable revenue base.  
DynCorp International is a leading provider of defense technical
services and government outsourced solutions.
     
The outlook is positive.  The expected significant increase in
revenues and earnings from the ramp-up of several key contracts,
as well as generally positive prospects for key markets, is likely
to result in improving credit protection measures.  S&P could
raise the ratings if DynCorp International's debt to EBITDA falls
below 3x and funds from operations to debt increases to about 25%
in the next year.  S&P could revise the outlook to stable if
funding for key programs declines or leverage increases materially
to fund new contracts or acquisitions.  S&P will evaluate the
impact on DynCorp from any changes in U.S. defense or foreign
policy, especially regarding Iraq, after the new Presidential
administration takes office in early 2009.


Ratings List

DynCorp International LLC
Corporate Credit Rating                BB-/Positive/--
Senior Sec. Credit Facility            BB+
  Recovery Rating                       1

Ratings Affirmed

DynCorp International LLC
Subordinated                            B
  Recovery Rating                        6


EARTHFIRST TECH: Gets Interim Nod to Employ Gulf Atlantic as CRO
----------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Florida granted EarthFirst Technologies Incorporated interim
authority to employ Gulf Atlantic Capital Corporation to provide   
restructuring management services with Ted Gumienny serving aa
chief restructuring officer.

Since May 29, 2008, Mr. Ted Gumienny and Gulf Atlantic have
assumed the day-to-day management responsibilities for the Debtor.

Prior to the commencement of this case, the United States District
Court for the Middle District of Florida by order dated May 6,
2008 appointed a receiver for the Debtor and all affiliated
debtors, except SolarDiesel Corporation.  The order was entered in
the case of Calliope Capital Corporation v. EarthFirst
Technologies, Incorporated, Electric Machinery Enterprises, Inc.,
EarthFirst Resources, Inc., World Environmental Solutions Company,
Inc., EarthFirst Investments, Inc., EM Enterprise Resources,
Inc., EME Modular Structures, Inc., Prime Power Design, Inc.,
f/k/a Prime Power Residential, Inc., Electric Supply of Tampa,
Inc., and CNC Associates, Inc., Case No.: 8:08-cv-00219-EAK-
TBM.

Calliope is the successor to Laurus Master Funds, Ltd., a
significant creditor to the Debtors.  It asserts liens on and
security interests in substantially all of the Debtors' assets.

By the consent of the parties, the receiver was discharged and the
receivership order was abated so the bankruptcy case could be
commenced.  As part of the agreement to abate the receivership
order and discharge the receiver, the Debtors agreed to:

  a) employ Ted Gumienny of Gulf Atlantic Corporation as chief
     restructuring officer with full authority to manage the
     Debtor's business, including all matters related to this
     bankruptcy case, and

  b) file the Debtors' chapter 11 cases by June 3, 2008 (extended
     by agreement to June 13, 2008).

The CRO took operative control of the Debtor's business
and assets immediately thereafter.

Gulf Atlantic and Mr. Ted Gumienny, Gulf Atlantic's founder and
president, will have the combined sole and absolute power and
authority of the chief executive officer, chief operating officer,
chief financial officer, and the chief restructuring officer of
the Debtor for all purposes; including, without limitation other
powers and authorities, which are described in more detail in the
CRO Agreement.  The CRO shall also negotiate on behalf of the
Debtor with Calliope Capital Corp. for the formulation and
proposal of a consensual plan of reorganization.

As compensation for his services, Mr. Ted Gumienny bills at $350
per hour, while other Gulf Atlantic personnel bills at the hourly
rates currently ranging from $250 to $350.

Under the CRO Agreement, the Debtor shall indemnify and hold
harmless Gulf Atlantic and Mr. Ted Gumienny to the same extent as
the most favorable indemnification the Debtor extends to its
officers or directors.

Mr. Ted Gumienny assured the Court that he and his firm neither
hold nor represent any interest adverse to the Debtors or their
estates, and that he and the firm are disinterested persons as
required under Sec. 327(a) of the Bankruptcy Code.

For the period May 27, 2008, through June 12, 2008, Gulf Atlantic
received payment of $29,461,25 for pre-petition fees and costs.  
The Debtors also advanced a $50,000 retainer.  The retainer and
$20,000 of the pre-petition fees and costs were funded through
loans to the Debtors by U.S. Sustainable Energy Corp., an entity
related to the Debtors and one of the Debtors' largest creditors.

                  About EarthFirst Technologies

Based in Tampa, Florida., EarthFirst Technologies Incorporated
-- http://www.earthfirsttech.com/-- is a specialized holding  
company that owns subsidiaries engaged in researching, developing
and commercializing technologies for the production of alternative
fuel sources and the destruction and remediation of liquid and
solid waste, and in supplying electrical constracting services
internationally.  David S. Jennis, Esq., at Jennis & Bowen, P.L.,
represents the Debtors as bankruptcy counsel.  The company and
eight (8) of its debtor-affiliates filed for Chapter 11 protection
on June 13, 2008 (M.D. Fla. Lead Case No. 08-08639).  At Dec. 31,
2007, EarthFirst Technologies Incorporated had total assets of
$5,948,257 and total debts of $22,363,279.


EARTHFIRST TECH: Gets Interim Nod to Employ J&B as Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
granted interim authority to EarthFirst Technologies Incorporated  
to employ Jennis & Bowen, P.L. as its counsel, nunc pro tunc to
the petition date.

As the Debtor's counsel, J&B will mainly advise the Debtor
pertaining to its rights and obligations as debtor-in-possession
and assist in the preparation and filing of a plan of
reorganization and disclosure statement.

The Debtor did not provide a schedule of compensation to be paid
to J&B's professionals in its employment application to the Court.

To the best of Debtor's knowledge, the members and associates of
J&B have disclosed all connections with the Debtor, its creditors
or any other parties-in-interest, or the respective attorneys, in
the declaration of David S. Jennis, Esq., one of the firm's lead
bankruptcy attorneys.

Based in Tampa, Florida., EarthFirst Technologies Incorporated
-- http://www.earthfirsttech.com/--is a specialized holding  
company that owns subsidiaries engaged in researching, developing
and commercializing technologies for the production of alternative
fuel sources and the destruction and remediation of liquid and
solid waste, and in supplying electrical constracting services
internationally.  The company and eight (8) of its debtor-
affiliates filed for Chapter 11 protection on June 13, 2008 (M.D.
Fla. Lead Case No. 08-08639).  At Dec. 31, 2007, EarthFirst
Technologies Incorporated had total assets of $5,948,257 and total
debts of $22,363,279.


EKBERG STUCCO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ekberg Stucco, Inc.
        P.O. Box 471355
        Lake Monroe, FL 32747

Bankruptcy Case No.: 08-05849

Type of Business: The Debtor is a wall and ceiling contractor. The
                  company also provides services that includes
                  multi-family, mid-rise office buildings, high-
                  rise buildings, retail shopping, medical and
                  educational facilities and industrial
                  distribution facilities.  
                  See http://www.ekbrg.com/

Chapter 11 Petition Date: July 11, 2008

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: Richard B Webber, II, Esq.
                  E-mail: rwebber@zkslawfirm.com
                  Zimmerman Kiser & Sutcliffe PA
                  315 E. Robinson St., Ste. 600
                  Orlando, FL 32801
                  Tel: (407) 425-7010
                  Fax: (407) 425-2747
                  http://www.zkslawfirm.com/

Estimated Assets:   $500,000 to $1 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

      http://bankrupt.com/misc/flmb08-05849.pdf


FEC RESOURCES: Posts $5.95M Net Loss for Year Ended Dec. 31, 2007
-----------------------------------------------------------------
FEC Resources, Inc., reported a comprehensive loss of
CDN$5,946,541 on interest income of CDN$2,556 for the year ended
Dec. 31, 2007, compared with comprehensive loss of CDN$3,263,966
on interest income of CDN$29,050 in the same period ended Dec. 31,
2006.

the company's working capital at Dec. 31, 2007, was CDN$705,839
versus a deficit at Dec. 31, 2006, of CDN$3,153,000 and
shareholders' equity was CDN$8,623,000 compared with CDN$9,617,000
at Dec. 31, 2006.  During 2006, the company raised GBP1,400,000
pounds through the issue of convertible debentures to fund its
ongoing operations and development.  These debentures matured on
Dec. 20, 2007, and interest was calculated at 10% per annum.  The
debentures are secured by FEP shares.  The first year's interest
was payable in advance on the closing date and the second year's
interest was payable in arrears on the maturity date.  The company
paid the first year's interest.

At any time after Aug. 2, 2006, and before or on the maturity
date, and provided the debt had not been fully repaid, the holder
has the right to convert all or any portion of the convertible
indebtedness owing to it as at the date of election into the
company's common shares, the number of such shares to be based on
the 10-day average closing bid price of the shares prior to the
date of the debenture being issued.  The holder will also receive
a cash bonus of the common shares for conversion for the amount
calculated as one-half of the difference between the FEP share
price on the date of the debenture being issued and the FEP share
price on the date of maturity or conversion, i.e. the FEP share
price at the date of conversion or maturity minus the FEP share
price on issuance of debenture multiplied by 50%.

The debenture is secured by way of a charge over the shares of FEP
held by the company totaling 200% of the principal amount
invested.

On maturity, all of the debenture holders chose the cash repayment
of principal and interest plus 25% of the outstanding principal as
a bonus for not converting into shares.  the company completed a
private placement prior to year-end and paid the entire amount
outstanding on Jan. 2, 2008.

In May 2005, the company issued convertible debentures totaling
CDN$1,223,000 (US$970,000).  Each debenture bears simple interest
at the rate of 10% per annum and matures at the earliest of full
repayment or April 30, 2010.  The debentures were sold in units of
US$10 with US$5 warrants.  Each debenture was convertible into the
company's common shares at US$0.05 per share or shares of FEP at
US$1.923 per share.  Each warrant was convertible into common
shares of FEP at US$1.923 per share.  During the year-ended Dec.
31, 2006, upon agreement with the various debenture holders, the
debenture was amended whereby the holder could choose to either
receive a payment of principal, interest and a twenty-four percent
(24%) premium to the face value of the debenture or the holder
could convert the debenture, interest, and warrants into shares at
US$0.05 per share.  In the event the holder chose the option to
receive payment and the company could not pay by Oct. 31, 2006,
12.5% per annum interest would be added to the amounts outstanding
until paid.  The debenture holders chose to receive payment rather
than convert into shares, and on Nov. 24, 2006, the company paid
the outstanding interest and premium plus one half of the
outstanding principal of the debenture leaving US$485,000
outstanding, accruing further interest at 12.5% per annum.  In
late Dec. 2007, the company paid the full balance including
outstanding interest of US$67,000.

According to the management, working capital is insufficient to
meet the company's  present requirements, however, if necessary,
the company will sell FEP shares to meet its working capital needs
since they are a publicly traded company.

Cash used in operating activities for the year was CDN$417,000
versus CDN$1,658,000 for the same period in 2006 mainly as a
result of the differences in the company's operations.

Cash provided by investing activities was CDN$426,000 for the year
ended Dec. 31, 2007, versus cash used in investing activities of
CDN$6,000 in the same period in 2006.  The increase was mainly a
result of the proceeds from the sale of investments of CDN$623,000
being offset by funding for the Lascogon exploration work program
in the amount of CDN$208,000 in 2007 versus proceeds from the sale
of investments of CDN$1,359,000 being used for acquisition of
investments in the amount of CDN$1,380,000 in 2006.

Cash provided by financing activities was CDN$3,788,000 for the
year versus cash provided of CDN$1,024,000 for the year ending
December 31, 2006.  The cash raised during 2006 was from the
balance of the GBP1,400,000 debenture funds received subsequent to
Dec. 31, 2005, whereas in 2007, a repayment was made on part of
the GBP1,400,000 debentures outstanding and the US$485,000 balance
of a previous debenture plus outstanding interest was also paid
off from funds raised by way of a private placement of
CDN$4,982,000 completed just prior to year-end.

In order to fully earn a forty percent (40%) interest in the joint
venture with PGI, the company was required to fund a total of
US$1,000,000 of the work program by October 2006, which was
completed.  In order to maintain the forty percent (40%) interest
the company was required to pay for forty percent (40%) of the
2007 work program or its position could be diluted.  At Dec. 31,
2007, the company owed US$134,000 and had not contributed any
funds to the 2008 work program.  In an attempt to conserve cash
resources, the company was in discussions on ways to continue to
hold its interest without being diluted however this matter has
not been resolved at this time.


At Dec. 31, 2007, the company's balance sheet showed
CDN$12,167,904 in total assets, CDN$3,544,364 in total
liabilities, and CDN$8,623,540 in total stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2f7d

                      About FEC Resources

FEC Resources Inc. (OTC BB: FECOF.OB) -- http://fecresources.com/     
-- is and independent oil and gas exploration and development
company which owns 32.04% of Forum Energy PLC, a UK company
incorporated in April 2005 through the consolidation of the
Philippine assets of Forum Energy Corp. and Sterling Energy Plc of
the UK.


FIRST FRANKLIN: Moody's Revises Rating to Consider Loss Allocation
------------------------------------------------------------------
Moody's Investors Service downgraded two mortgage securitizations
issued by First Franklin Mortgage Loan Trust.  This action is a
correction to an April 2008 rating action where certain specific
features of the cash waterfall and loss allocation were not fully
accounted for.  

Tranche A-3 and A-4 of First Franklin Mortgage Loan Trust 2006-
FF15 were incorrectly listed as downgraded, and class A-5 has been
downgraded to Aa1.  From First Franklin Mortgage Loan Trust 2006-
FF17, Classes A-3 and A-4 were incorrectly listed as downgraded,
the class A-5 has been downgraded to Aa3.

Revised release:

Moody's Investors Service has downgraded the ratings of
282 tranches from 30 subprime RMBS transactions issued by First
Franklin.  Eighty-nine downgraded tranches remain on review for
possible further downgrade.  The collateral backing these
transactions consists primarily of first-lien, fixed and
adjustable-rate, subprime residential mortgage loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions are a result of Moody's on-going surveillance process.

Complete rating actions are:

Issuer: First Franklin Mortgage Loan Trust 2005-FF11

  -- Cl. M-5, Downgraded to Baa2 from Baa1
  -- Cl. M-6, Downgraded to Ba1 from Baa2
  -- Cl. B-1, Downgraded to B1 from Baa3

  -- Cl. B-2, Downgraded to B2 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

Issuer: First Franklin Mortgage Loan Trust 2005-FF12

  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to A3 from A1
  -- Cl. M-5, Downgraded to Baa3 from A2
  -- Cl. M-6, Downgraded to B1 from A3

  -- Cl. B-1, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa1 from Baa3

Issuer: First Franklin Mortgage Loan Trust 2005-FF7

  -- Cl. M-6, Downgraded to Baa1 from A3
  -- Cl. M-7, Downgraded to Ba2 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa3

Issuer: First Franklin Mortgage Loan Trust 2005-FF8

  -- Cl. M-3, Downgraded to Baa1 from A2
  -- Cl. M-4, Downgraded to Ba1 from A3

  -- Cl. B-1, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa1 from Baa3
  -- Cl. B-4, Downgraded to Caa2 from Ba1

Issuer: First Franklin Mortgage Loan Trust 2005-FFH3

  -- Cl. M-4, Downgraded to A1 from Aa3
  -- Cl. M-5, Downgraded to Baa1 from A1
  -- Cl. M-6, Downgraded to Ba3 from A2

  -- Cl. M-7, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa1
  -- Cl. M-9, Downgraded to Caa2 from Baa2
  -- Cl. M-10, Downgraded to Caa2 from Baa3
  -- Cl. B-1, Downgraded to Caa3 from Ba1
  -- Cl. B-2, Downgraded to Ca from Ba2

Issuer: First Franklin Mortgage Loan Trust 2005-FFH4

  -- Cl. M-3, Downgraded to A1 from Aa2
  -- Cl. M-4, Downgraded to Baa1 from Aa3
  -- Cl. M-5, Downgraded to Ba2 from A1

  -- Cl. M-6, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa2
  -- Cl. M-10, Downgraded to Caa2 from Baa3
  -- Cl. B-1, Downgraded to Caa3 from Ba1
  -- Cl. B-2, Downgraded to Ca from Ba2

Issuer: First Franklin Mortgage Loan Trust 2006-FF1

  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Ba2 from A3

  -- Cl. M-7, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Ba1
  -- Cl. M-10, Downgraded to Caa2 from Ba3
  -- Cl. M-11, Downgraded to Caa3 from B3

Issuer: First Franklin Mortgage Loan Trust 2006-FF10

  -- Cl. M1, Downgraded to A3 from Aa1
  -- Cl. M2, Downgraded to B1 from Aa2

  -- Cl. M3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to Caa1 from Baa2
  -- Cl. M6, Downgraded to Caa2 from Ba2
  -- Cl. M7, Downgraded to Caa3 from B3
  -- Cl. M8, Downgraded to Ca from B3

Issuer: First Franklin Mortgage Loan Trust 2006-FF11

  -- Cl. I-A-1, Downgraded to Aa2 from Aaa
  -- Cl. I-A-2, Downgraded to A2 from Aaa
  -- Cl. II-A-2, Downgraded to Aa2 from Aaa
  -- Cl. II-A-3, Downgraded to Baa1 from Aaa
  -- Cl. II-A-4, Downgraded to Baa2 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa2
  -- Cl. M-5, Downgraded to Caa2 from Ba2
  -- Cl. M-6, Downgraded to Caa3 from B2
  -- Cl. M-7, Downgraded to Ca from B3
  -- Cl. M-8, Downgraded to Ca from Caa3

Issuer: First Franklin Mortgage Loan Trust 2006-FF12

  -- Cl. A5, Downgraded to Aa2 from Aaa
  -- Cl. M1, Downgraded to Ba1 from Aa1

  -- Cl. M2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to Caa1 from Ba1
  -- Cl. M6, Downgraded to Caa2 from Ba3
  -- Cl. M7, Downgraded to Caa3 from B3
  -- Cl. M8, Downgraded to Ca from B3
  -- Cl. M9, Downgraded to Ca from Caa3

Issuer: First Franklin Mortgage Loan Trust 2006-FF13

  -- Cl. A-2B, Downgraded to Aa2 from Aaa
  -- Cl. A-2C, Downgraded to Aa3 from Aaa
  -- Cl. A-2D, Downgraded to A1 from Aaa
  -- Cl. M-1, Downgraded to Ba2 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa3
  -- Cl. M-6, Downgraded to Caa2 from Ba2
  -- Cl. M-7, Downgraded to Caa3 from B3
  -- Cl. M-8, Downgraded to Ca from B3
  -- Cl. M-9, Downgraded to Ca from B3
  -- Cl. B-1, Downgraded to Ca from Caa3

Issuer: First Franklin Mortgage Loan Trust 2006-FF14

  -- Cl. A2, Downgraded to Aa1 from Aaa
  -- Cl. A4, Downgraded to Aa2 from Aaa
  -- Cl. A5, Downgraded to A1 from Aaa
  -- Cl. A6, Downgraded to A3 from Aaa

  -- Cl. M1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to Caa1 from Baa1
  -- Cl. M5, Downgraded to Caa2 from Ba1
  -- Cl. M6, Downgraded to Caa3 from Ba3
  -- Cl. M7, Downgraded to Ca from B3
  -- Cl. M8, Downgraded to Ca from B3
  -- Cl. M9, Downgraded to C from Caa3

Issuer: First Franklin Mortgage Loan Trust 2006-FF15

  -- Cl. A5, Downgraded to Aa1 from Aaa
  -- Cl. A6, Downgraded to Baa1 from Aaa

  -- Cl. M1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to Caa1 from Ba1
  -- Cl. M5, Downgraded to Caa2 from Ba3
  -- Cl. M6, Downgraded to Caa3 from B3
  -- Cl. M7, Downgraded to Ca from Caa1
  -- Cl. M8, Downgraded to Ca from Caa2
  -- Cl. M9, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF16

  -- Cl. II-A2, Downgraded to Aa2 from Aaa
  -- Cl. II-A3, Downgraded to Baa2 from Aaa
  -- Cl. II-A4, Downgraded to Baa3 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for   
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa3
  -- Cl. M-5, Downgraded to Caa2 from Ba3
  -- Cl. M-6, Downgraded to Caa3 from B3
  -- Cl. M-7, Downgraded to Ca from Caa1
  -- Cl. M-8, Downgraded to Ca from Caa2
  -- Cl. M-9, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF17

  -- Cl. A2, Downgraded to Aa1 from Aaa
  -- Cl. A5, Downgraded to Aa3 from Aaa
  -- Cl. A6, Downgraded to Ba1 from Aaa

  -- Cl. M1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to Caa1 from Baa3
  -- Cl. M5, Downgraded to Caa2 from Ba3
  -- Cl. M6, Downgraded to Caa3 from B3
  -- Cl. M7, Downgraded to Ca from Caa1
  -- Cl. M8, Downgraded to Ca from Caa2
  -- Cl. M9, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF18

  -- Cl. A-2C, Downgraded to Aa2 from Aaa
  -- Cl. A-2D, Downgraded to A1 from Aaa
  -- Cl. M-1, Downgraded to Ba2 from Aa1

  -- Cl. M-2, Downgraded to Ba3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa2 from Ba3
  -- Cl. B-1, Downgraded to Caa2 from B3
  -- Cl. B-2, Downgraded to Caa3 from B3
  -- Cl. B-3, Downgraded to Ca from Caa1

Issuer: First Franklin Mortgage Loan Trust 2006-FF3

  -- Cl. M-3, Downgraded to Baa1 from Aa3
  -- Cl. M-4, Downgraded to Ba2 from A1

  -- Cl. M-5, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Ba1
  -- Cl. M-8, Downgraded to Caa2 from Ba3
  -- Cl. M-9, Downgraded to Caa3 from B2
  -- Cl. B-1, Downgraded to Ca from B3

Issuer: First Franklin Mortgage Loan Trust 2006-FF4

  -- Cl. M-2, Downgraded to A2 from Aa2
  -- Cl. M-3, Downgraded to Ba1 from Aa3

  -- Cl. M-4, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Ba2
  -- Cl. M-8, Downgraded to Caa2 from B2
  -- Cl. B-1, Downgraded to Caa3 from B3

Issuer: First Franklin Mortgage Loan Trust 2006-FF5

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa2 from Ba2
  -- Cl. M-7, Downgraded to Caa3 from B3
  -- Cl. M-8, Downgraded to Ca from Caa3

Issuer: First Franklin Mortgage Loan Trust 2006-FF6

  -- Cl. M-1, Downgraded to Baa2 from Aa2

  -- Cl. M-2, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Ba3
  -- Cl. M-5, Downgraded to Caa2 from B3
  -- Cl. M-6, Downgraded to Caa3 from B3

Issuer: First Franklin Mortgage Loan Trust 2006-FF7

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Ba1
  -- Cl. M-6, Downgraded to Caa3 from Ba3
  -- Cl. M-7, Downgraded to Ca from B3

Issuer: First Franklin Mortgage Loan Trust 2006-FF8

  -- Cl. M-2, Downgraded to Baa1 from Aa2
  -- Cl. M-3, Downgraded to Ba2 from Aa3

  -- Cl. M-4, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from B1
  -- Cl. M-8, Downgraded to Caa2 from B3
  -- Cl. M-9, Downgraded to Caa3 from B3

Issuer: First Franklin Mortgage Loan Trust 2006-FF9

  -- Cl. II-A-4, Downgraded to Aa2 from Aaa
  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from B3
  -- Cl. M-6, Downgraded to Caa2 from B3

Issuer: First Franklin Mortgage Loan Trust 2006-FFH1

  -- Cl. M-4, Downgraded to A1 from Aa3
  -- Cl. M-5, Downgraded to Baa2 from A1
  -- Cl. M-6, Downgraded to Ba3 from A2

  -- Cl. M-7, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa3
  -- Cl. M-10, Downgraded to Caa3 from Ba3

Issuer: First Franklin Mortgage Loan Trust 2007-FF1

  -- Cl. A-2C, Downgraded to Aa1 from Aaa
  -- Cl. A-2D, Downgraded to Aa3 from Aaa
  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa1
  -- Cl. M-6, Downgraded to Caa2 from Ba2
  -- Cl. B-1, Downgraded to Caa3 from B2
  -- Cl. B-2, Downgraded to Ca from Caa1

Issuer: First Franklin Mortgage Loan Trust Mortgage Loan Asset-
Backed Certificates, Series 2007-FF2

  -- Cl. A-1, Downgraded to A3 from Aaa
  -- Cl. A-2A, Downgraded to Aa2 from Aaa
  -- Cl. A-2B, Downgraded to Baa2 from Aaa
  -- Cl. A-2C, Downgraded to Baa3 from Aaa
  -- Cl. A-2D, Downgraded to Ba1 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa2 from Ba1
  -- Cl. M-5, Downgraded to Caa3 from B1
  -- Cl. M-6, Downgraded to Ca from Caa3

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-1

  -- Cl. A-1, Downgraded to A2 from Aaa
  -- Cl. A-2A, Downgraded to Aa2 from Aaa
  -- Cl. A-2B, Downgraded to Baa2 from Aaa
  -- Cl. A-2C, Downgraded to Baa3 from Aaa
  -- Cl. A-2D, Downgraded to Ba1 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa2 from Baa2
  -- Cl. M-5, Downgraded to Caa3 from Ba1
  -- Cl. M-6, Downgraded to Ca from Ba3
  -- Cl. B-1, Downgraded to Ca from B3
  -- Cl. B-2, Downgraded to Ca from Caa2
  -- Cl. B-3, Downgraded to C from Ca

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-2

  -- Cl. A-2C, Downgraded to Aa1 from Aaa
  -- Cl. A-2D, Downgraded to Aa3 from Aaa
  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa1
  -- Cl. B-1, Downgraded to Caa2 from Baa3
  -- Cl. B-2, Downgraded to Caa3 from Ba1
  -- Cl. B-3, Downgraded to Ca from B1

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-3

  -- Cl. M-1-1, Downgraded to A3 from Aa1
  -- Cl. M-1-2, Downgraded to A3 from Aa1

  -- Cl. M-2-1, Downgraded to Ba3 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-2-2, Downgraded to Ba3 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-3-1, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3-2, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4-1, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4-2, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa1 from Baa2
  -- Cl. B-2, Downgraded to Caa2 from Ba1
  -- Cl. B-3, Downgraded to Caa3 from B1

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-4

  -- Cl. 2-A3, Downgraded to Aa1 from Aaa
  -- Cl. 2-A4, Downgraded to Aa3 from Aaa
  -- Cl. 1-M1, Downgraded to Ba1 from Aa1

  -- Cl. 1-M2, Downgraded to Ba3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-M3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M1, Downgraded to Ba1 from Aa1

  -- Cl. 2-M2, Downgraded to Ba3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B1, Downgraded to Caa1 from Baa2
  -- Cl. B2, Downgraded to Caa2 from Baa3
  -- Cl. B3, Downgraded to Caa3 from Ba2


FOUNDATIONS INC: Taps SulmeyerKupetz as General Bankruptcy Counsel
------------------------------------------------------------------
Foundations Inc., formerly Foundations, LLC, seeks the permission
of the U.S. Bankruptcy Court for the Cental District of California
to employ SulmeyerKupetz, P.C. as its general bankruptcy counsel.

SulmeyerKupetz, P.C. will act on the Debtor's behalf in any and
all bankruptcy law matters that may arise in the course of its
case, and to advise it in order that it may properly comply with
the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy
Rules, and the requirements of the United States Trustee.  

Prior to bankruptcy filing, SulmeyerKupetz, P.C. received a
$50,000 retainer from the Debtor, of which a balance of $43,964.04
remains as of the petition date, as an advance against fees and
costs to be rendered during the pendency of the Debtor's
bankruptcy case.

To the best of the Debtor's knowledge, SulmeyerKupetz, P.C.
neither holds nor represents any interest materially adverse to
the Debtor or its estate, and that the firm is disinterested as
required by Sec. 327(a) of the Bankruptcy Code.

SulmeyerKupetz, P.C.'s professionals currently bill:

                                    Hourly Rate
                                    -----------
     Members and Senior Counsel      $375-$650
     Of Counsel                      $410-$420
     Associates                      $310-$350

Based in Newport Coast, Calif., Foundations Inc., formerly
Foundations, LLC, filed for Chapter 11 on June 12, 2008 (C.D.
Calif. Case No. 08-13321).  Foundations Inc.'s debtor affiliate,
Crown Plaza Development LLC, filed a separate Chapter 11 petition
on Feb. 20, 2008 (C.D. Case No. 08-10776).  When the Debtor filed
for bankruptcy protection from its creditors, it listed estimated
assets of between $10 million and $50 million, and estimated debts
of $1 million and $10 million.


GATEHOUSE MEDIA: Debt Woes to Likely Cue Liquidation or Bankruptcy
------------------------------------------------------------------
Gatehouse Media Inc. could hit debt service problems that could
force the company to sell properties or file for Chapter 11
protection, Douglas McIntyre of 24/7 Wall Street reports.

According to the report, Gatehouse is one of the companies that
are at high risk for not making it another year due to the big
debt loads it took in buying newspaper properties and seeing
operating income chopped by falling sales.

The report states Gatehouse shares sank as low as $1.11 in the
last few days.  The report also relates that the company's 52-week
high is $19.  Gatehouse is troubled with a high dividend and
$1.3 billion in long-term debt.

Mr. McIntyre says that the newspaper company has gone from being
in a tight spot to being candidate for liquidation.

However, the company stated in its May 9, 2008, regulatory filing
that it was in compliance with all debt covenants for the period
ended at March 30, 2008.

At March 30, 2008, GateHouse Media Inc.'s balance sheet showed
total assets of $4,006,070,000, total liabilities of
$3,596,766,000 and total stockholders' equity of $409,304 million.

                   About GateHouse Media Inc.
  
Headquartered in Fairport, New York, GateHouse Media Inc.
(NYSE:GHS) -- http://www.gatehousemedia.com/-- is a publisher of  
locally based print and online media in the United States.  The
company\u2019s products include 101 daily newspapers with total
paid circulation of approximately 906,000; 282 weekly newspapers
(published up to three times per week) with total paid circulation
of approximately 606,000 and total free circulation of
approximately 905,000; 132 shoppers (generally advertising-only
publications) with total circulation of approximately 2.3 million;
more than 250 locally focused Websites, which extend its
franchises onto the Internet, and seven yellow page directories
with a distribution of approximately 810,000 that covers a
population of approximately two million people.  The company also
produces publications that address specific local market
interests, as recreation, sports, healthcare and real estate.  
GateHouse operates in five geographic regions: Northeast, Western,
Northern Midwest, Southern Midwest and Atlantic.

                           *     *     *

As reported in the Troubled Company Reporter on May 13, 2008,
Standard & Poor's Ratings Services placed its ratings for
GateHouse Media Operating Inc., including the 'B+' corporate
credit rating, on CreditWatch with negative implications.


GENERAL MOTORS: To Bolster Liquidity by $15 Bil. Through 2009
-------------------------------------------------------------
General Motors Corp. said it is taking further steps to adapt its
business to rapidly changing market conditions, marked by the weak
U.S. economy, record high fuel prices, shifts in consumer vehicle
preferences, and the lowest U.S. industry sales volumes in a
decade.

"We are responding aggressively to the challenges of today's U.S.
auto market," said GM Chairman and CEO, G. Richard Wagner, Jr.  
"We will continue to take the steps necessary to align our
business structure with the lower vehicle sales volumes and shifts
in sales mix.  We remain committed to bringing to market great
products that target changing consumer preferences for more fuel-
efficient vehicles."  Mr. Wagoner noted that 11 of GM's 13 most
recent major U.S. product launches, and 18 of its next 19
launches, are cars and crossovers, which are key growth areas.

"Today's actions, combined with those of the past several years,
position us not only to survive this tough period in the U.S., but
to come out of it as a lean, strong and successful company," Mr.
Wagoner said.

For liquidity planning purposes, GM is using assumptions of U.S.
light vehicle industry volumes of 14.0 million units in 2008-2009
which are significantly below trend.  Other planning assumptions
include lower U.S. share of approximately 21 percent and continued
elevated average oil price estimates ranging from $130 to $150 per
barrel by 2009. Based on those assumptions, GM is taking actions
to further reduce structural cost, and generate cash, with the
goal of maximizing liquidity.

            GM Has Ample Liquidity to Fund 2008 Costs

At the end of the first quarter 2008, GM had liquidity of $23.9
billion, with access to U.S. credit facilities of an additional $7
billion.  While the company has ample liquidity to meet its 2008
funding requirements, it is taking additional measures to bolster
liquidity to protect against a prolonged U.S. downturn. The
actions include a combination of operating and related actions, as
well as asset sales and capital market activities.  The cumulative
impact on cash through 2009 is projected to be approximately $15
billion:

                Cash Impact Through Year End 2009

   Operating and Other Actions           ~$10 billion
   Asset sales                           ~$2-4 billion
   Capital markets activities            ~$2-3 billion
                                       ---------------
                     Total               ~$15 billion  

          $10 Bil. in Cash Improvements By End of 2009

Through a number of internal operating changes and other actions,
GM expects to generate approximately $10 billion of cumulative
cash improvements by the end of 2009, versus original plans.

Estimated
Reductions     Internal Operating Changes and Other Actions
----------     --------------------------------------------
$1.5 billion   GM plans further salaried headcount reductions in
in benefits    the U.S. and Canada in the 2008 calendar year,
reduction in   which will be achieved through normal attrition,
2009           early retirements, mutual separation programs
                and other separation tools.  In addition, health
                care coverage for U.S. salaried retirees over 65
                will be eliminated, effective January 1, 2009.
                Affected retirees and surviving spouses will
                receive a pension increase from GM's over funded
                U.S. salaried plan to help offset costs of
                Medicare and supplemental coverage.  And there
                will be no new base compensation increases for
                U.S. and Canadian salaried employees for the
                remainder of 2008 and 2009.

                Beyond these moves, which also impact GM
                executives, additional actions are being taken.
                There will be no annual discretionary cash
                bonuses for the company's executive group in
                2008.  With the elimination of the annual cash
                bonus, combined with GM's long-term incentives
                which are driven by GM stock price performance
                to assure alignment with its stockholders,
                GM's executive group will have a significant
                reduction in their cash compensation opportunity
                for 2008.  For the company's top executive
                officers, it represents a reduction in their cash
                compensation opportunity of 75 to 84 percent.

                These benefit changes, salaried headcount
                reductions and other related savings will result
                in an estimated reduction in cash costs of more
                than 20 percent, or $1.5 billion in 2009.

$2.5 billion   Additional structural cost reductions of
structural     approximately $2.5 billion are expected in
cost cuts      GM North America.  The reductions will be
in 2009;       partially achieved through further adjustments
$6-7 billion   in truck capacity and related component,
by 2010        stamping and powertrain capacity in response to
                lower  U.S. industry volume.  Truck capacity is
                expected to be reduced by 300,000 units by the
                end of 2009, half of which is from acceleration
                of prior announced actions, and half from new
                capacity actions.

                In addition, GM will reduce and consolidate sales
                and marketing budgets, with a focus on protecting
                launch products and brand advertising.
                Engineering spending in 2008 and 2009 will be
                held at 2006-2007 levels, substantially lower
                than original plans.  These operating actions,
                combined with the benefits of the 2007 GM-UAW
                labor agreement, are targeted to reduce North
                American structural cost from $33.2 billion in
                2007 to approximately $26-$27 billion in 2010,
                a reduction of $6-7 billion.

$1.5 billion   GM is revising its capital spending plan and
Capital        reducing approximately $1.5 billion in
Expenditure    expenditures versus prior plans.  Capital
Reductions     expenditures are now estimated to total
                $7 billion in 2009 versus prior plans of
                $8.5 billion.  The figures do not include the
                $1 billion in capital spending planned in both
                2008 and 2009 in China, which is self-funded by
                the GM joint ventures, to support growth in that
                market. A major part of the reductions is related
                to the delay of the next generation large pickup
                and SUV program, as well as V-8 engine
                development and associated capacity.

                Spending for non-product programs will also be
                significantly reduced, while powertrain spending
                will be increased to support the development of
                alternative propulsion and fuel economy
                technologies and small displacement engines. The
                revised 2009 capital spending plan is higher than
                the average capital expenditures in 2005-2007,
                excluding large pickup and SUV-related spending.
                Excluding China, GM expects capital expenditures
                to run in the $7-7.5 billion range beyond 2009.

$2.0 billion   GM said aggressive actions are being taken to
working cap    improve working capital by approximately
improvements   $2 billion in North America and Europe, primarily
                related to the reduction of raw material, work-
                in-progress and finished goods inventory levels
                as well as lean inventory practices at parts
                warehouses.

$1.7 billion   GM will defer approximately $1.7 billion of
VEBA payment   payments that had been scheduled to be made to a
deferrals      temporary asset account over the balance of 2008
                and 2009 for the establishment of the new UAW
                VEBA.

$0.8 billion   The GM Board of Directors has decided to suspend
Dividend       future dividends on common stock, effective
Suspension     immediately, which is expected to improve
                liquidity by approximately $800 million through
                2009.

        Up to $7 Bil. in Asset Sales, Financing Activities

In addition to the operating changes and other actions, GM expects
to raise additional liquidity of $4-$7 billion through asset sales
and financing activities.

Target
Amount        Details on Company's Plan
------        -------------------------
$2-4 billion  GM is undertaking a broad global assessment of its
in sales      assets for possible sale or monetization, which is
               expected to generate approximately $2-$4 billion
               of additional liquidity. The company believes
               there is significant liquidity potential from
               asset sales, without impacting the strategic
               direction of the company. Outside advisors are
               currently engaged in evaluating alternatives.
               A strategic analysis of the Hummer brand is
               underway, and GM is continuing to focus on profit
               improvement initiatives across all remaining GM
               brands.

$2-3 billion  GM will continue to opportunistically access
in financing  global markets to raise additional liquidity. The
               company is initially targeting at least
               $2-3 billion of financing. The company has gross
               unencumbered assets of over $20 billion, which
               could support a significant secured debt offering,
               or multiple offerings, that would far exceed the
               initial target. Examples of such assets include
               stock of foreign subsidiaries, brands, stake in
               GMAC, and real estate.

GM said the outlined actions comprehend the anticipated impact of
second quarter results, which the company plans to announce in the
near future.  GM anticipates it will report a significant second
quarter loss, driven in part by the previously disclosed negative
impact of the American Axle and local union strikes in North
America, as well as the continued weakness in the U.S. auto market
and adverse vehicle segment mix.

In addition, the company expects to record significant charges or
expenses related to its previously announced hourly attrition
program in the U.S., the recently announced North American truck
capacity actions, valuation of GMAC stock, lease assets, Delphi
recoveries, the American Axle settlement, the Canadian labor
contract, and others.

GM is highly confident that the initiatives, in conjunction with
the current cash position and its $4-5 billion of committed U.S.
credit lines, will provide the company with ample liquidity to
meet its operational needs through 2009.

"The actions announced today are difficult decisions, but
necessary to respond to the current auto market conditions," said
Mr. Wagoner. "Even under conservative planning scenarios, GM is
well-positioned to withstand the U.S. market downturn and emerge a
stronger company. We have a solid position in the rapidly growing
emerging markets, a global operating framework that allows us to
respond to changes in the U.S. market, a commitment to technology
leadership, and an ever stronger and competitive product line-up."

A full-text copy of GM's fact sheet related to its turnaround
plan is available at no charge at:

     http://ResearchArchives.com/t/s?2f82

Mr. Wagoner, Frederick A. Henderson, GM's President and Chief
Operating Officer and Ray G. Young, GM's Executive Vice President
and Chief Financial Officer, gave a presentation for the media and
securities analysts entitled "Aligning the Business with Current
Market Conditions" on July 15.  A full-text copy of that
presentation is available at no charge at:

     http://ResearchArchives.com/t/s?2f83

                     About General Motors

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

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

                          *     *     *

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

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

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

GENERAL MOTORS: S&P Retains Negative Watch After Cost Reductions
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit and senior unsecured debt ratings and 'BB-' senior secured
debt rating on General Motors Corp. remain on CreditWatch with
negative implications, where they were placed June 20, 2008.  The
update follows GM's announcement of a series of cost reductions
and other initiatives aimed at saving $10 billion in cash from
operations by the end of 2009.  GM also announced plans to obtain
$4 billion to $7 billion in cash from capital market transactions
and asset sales.
     
"We view these announcements as being absolutely necessary steps
for maintaining liquidity," said Standard & Poor's credit analyst
Robert Schulz, "given the magnitude of the company's expected cash
use caused by currently dismal market conditions in the U.S.
automotive market."  Still, execution timing is considerable, and
most of the benefits from cost reductions will be reaped
throughout the course of 2009.  GM's focus is to preserve adequate
liquidity for the next 18 months and continue to attempt to align
its cost structure with the North American light-vehicle market,
which appears to have been permanently altered by high gas prices.

The continuing CreditWatch review, which S&P are also undertaking
with Ford Motor Co. and Chrysler LLC, reflects its concerns about
the financial damage being inflicted by deteriorating U.S.
industry conditions-largely as a result of high gasoline prices.  
The difficulty GM and the other Michigan-based automakers are
having in anticipating the pace of market deterioration--and the
likely prolonged tenor of the downturn--has led to another round
of announcements of cost reductions and actions to bolster
liquidity.  These follow other aggressive cost-saving measures
taken during the past several years that have proved insufficient.
     
S&P will review GM's business and financial prospects, including
liquidity, in light of GM's announcement, and the general U.S. and
global automotive industry conditions to resolve the CreditWatch
review.  GM currently has adequate liquidity through at least the
end of 2008--$23.9 billion of unrestricted cash and short-term
investments at March 31, 2008, and an unused $4.48 billion bank
facility and significant unencumbered assets.  S&P intend to
resolve the CreditWatch reviews on GM, Ford, and Chrysler by the
end of July.  Given the severe risks created by weak prospects for
U.S. auto demand for the rest of 2008 and for 2009, the
possibility of a downgrade of more than one notch cannot be
dismissed for any of the companies.  GM to Bolster Liquidity by
$15 Billion through 2009

    * Operating and related actions to generate approximately $10
billion in cash improvements
    * More than 20 percent reduction in salaried employment cash
costs
    * Dividend on common stock suspended
    * Asset sales and capital market activities to raise $4-7
billion of additional liquidity

(NYSE: GM) today

GENERAL MOTORS:

General Motors Corp. said it is taking further steps to adapt its
business to rapidly changing market conditions, marked by the weak
U.S. economy, record high fuel prices, shifts in consumer vehicle
preferences, and the lowest U.S. industry sales volumes in a
decade.

"We are responding aggressively to the challenges of today's U.S.
auto market," said GM Chairman and CEO, Rick Wagoner.  "We will
continue to take the steps necessary to align our business
structure with the lower vehicle sales volumes and shifts in sales
mix.  We remain committed to bringing to market great products
that target changing consumer preferences for more fuel-efficient
vehicles."  Mr. Wagoner noted that 11 of GM's 13 most recent major
U.S. product launches, and 18 of its next 19 launches, are cars
and crossovers, which are key growth areas.

"Today's actions, combined with those of the past several years,
position us not only to survive this tough period in the U.S., but
to come out of it as a lean, strong and successful company,"
Wagoner said.

For liquidity planning purposes, GM is using assumptions of U.S.
light vehicle industry volumes of 14.0 million units in 2008-2009
which are significantly below trend.  Other planning assumptions
include lower U.S. share of approximately 21 percent and continued
elevated average oil price estimates ranging from $130 to $150 per
barrel by 2009. Based on those assumptions, GM is taking actions
to further reduce structural cost, and generate cash, with the
goal of maximizing liquidity.

                 Ample Liquidity to Fund 2008 Costs

At the end of the first quarter 2008, GM had liquidity of $23.9
billion, with access to U.S. credit facilities of an additional $7
billion.  While the company has ample liquidity to meet its 2008
funding requirements, it is taking additional measures to bolster
liquidity to protect against a prolonged U.S. downturn. The
actions include a combination of operating and related actions, as
well as asset sales and capital market activities. The cumulative
impact on cash through 2009 is projected to be approximately $15
billion.

          $10 Bil. in Cash Improvements By End of 2009

Through a number of internal operating changes and other actions,
GM expects to generate approximately $10 billion of cumulative
cash improvements by the end of 2009, versus original plans.

    * GM plans further salaried headcount reductions in the U.S.
      and Canada in the 2008 calendar year, which will be
      achieved through normal attrition, early retirements, mutual
separation programs and other separation tools. In addition,
health care coverage for U.S. salaried retirees over 65 will be
eliminated, effective January 1, 2009. Affected retirees and
surviving spouses will receive a pension increase from GM's over
funded U.S. salaried plan to help offset costs of Medicare and
supplemental coverage. And there will be no new base compensation
increases for U.S. and Canadian salaried employees for the
remainder of 2008 and 2009.

      Beyond these moves, which also impact GM executives,
additional actions are being taken. There will be no annual
discretionary cash bonuses for the company's executive group in
2008. With the elimination of the annual cash bonus, combined with
GM's long-term incentives which are driven by GM stock price
performance to assure alignment with its stockholders, GM's
executive group will have a significant reduction in their cash
compensation opportunity for 2008. For the company's top executive
officers, it represents a reduction in their cash compensation
opportunity of 75 to 84 percent.

      These benefit changes, salaried headcount reductions and
other related savings will result in an estimated reduction in
cash costs of more than 20 percent, or $1.5 billion in 2009.

    * Additional structural cost reductions of approximately $2.5
billion are expected in GM North America (GMNA). The reductions
will be partially achieved through further adjustments in truck
capacity and related component, stamping and powertrain capacity
in response to lower U.S. industry volume. Truck capacity is
expected to be reduced by 300,000 units by the end of 2009, half
of which is from acceleration of prior announced actions, and half
from new capacity actions.

      In addition, GM will reduce and consolidate sales and
marketing budgets, with a focus on protecting launch products and
brand advertising. Engineering spending in 2008 and 2009 will be
held at 2006-2007 levels, substantially lower than original plans.
These operating actions, combined with the benefits of the 2007
GM-UAW labor agreement, are targeted to reduce North American
structural cost from $33.2 billion in 2007 to approximately $26-27
billion in 2010, a reduction of $6-7 billion.

    * GM is revising its capital spending plan and reducing
approximately $1.5 billion in expenditures versus prior plans.
Capital expenditures are now estimated to total $7 billion in 2009
versus prior plans of $8.5 billion (these figures do not include
the $1 billion in capital spending planned in both 2008 and 2009
in China, which is self-funded by the GM joint ventures, to
support growth in that market). A major part of the reductions is
related to the delay of the next generation large pickup and SUV
program, as well as V-8 engine development and associated
capacity.

      Spending for non-product programs will also be significantly
reduced, while powertrain spending will be increased to support
the development of alternative propulsion and fuel economy
technologies and small displacement engines. The revised 2009
capital spending plan is higher than the average capital
expenditures in 2005-2007, excluding large pickup and SUV-related
spending. Excluding China, GM expects capital expenditures to run
in the $7-7.5 billion range beyond 2009.

    * Aggressive actions are being taken to improve working
capital by approximately
      $2 billion in North America and Europe, primarily related to
the reduction of raw material, work-in-progress and finished goods
inventory levels as well as lean inventory practices at parts
warehouses.

    * GM will defer approximately $1.7 billion of payments that
had been scheduled to be made to a temporary asset account over
the balance of 2008 and 2009 for the establishment of the new UAW
VEBA.

    * The GM Board of Directors has decided to suspend future
dividends on common stock, effective immediately, which is
expected to improve liquidity by approximately $800 million
through 2009.

Asset Sales and Financing Activities

In addition to the operating changes and other actions, GM expects
to raise additional liquidity of $4-7 billion through asset sales
and financing activities.

    * GM is undertaking a broad global assessment of its assets
for possible sale or monetization, which is expected to generate
approximately $2-4 billion of additional liquidity. The company
believes there is significant liquidity potential from asset
sales, without impacting the strategic direction of the company.
Outside advisors are currently engaged in evaluating alternatives.
A strategic analysis of the Hummer brand is underway, and GM is
continuing to focus on profit improvement initiatives across all
remaining GM brands.

    * GM will continue to opportunistically access global markets
to raise additional liquidity. The company is initially targeting
at least $2-3 billion of financing. The company has gross
unencumbered assets of over $20 billion, which could support a
significant secured debt offering, or multiple offerings, that
would far exceed the initial target. Examples of such assets
include stock of foreign subsidiaries, brands, stake in GMAC, and
real estate.

Actions outlined today comprehend the anticipated impact of second
quarter results, which the company plans to announce in the near
future. GM anticipates it will report a significant second quarter
loss, driven in part by the previously disclosed negative impact
of the American Axle and local union strikes in North America, as
well as the continued weakness in the U.S. auto market and adverse
vehicle segment mix.

In addition, the company expects to record significant charges or
expenses related to its previously announced hourly attrition
program in the U.S., the recently announced North American truck
capacity actions, valuation of GMAC stock, lease assets, Delphi
recoveries, the American Axle settlement, the Canadian labor
contract, and others.

GM is highly confident that the initiatives announced today, in
conjunction with the current cash position and its $4-5 billion of
committed U.S. credit lines, will provide the company with ample
liquidity to meet its operational needs through 2009.

"The actions announced today are difficult decisions, but
necessary to respond to the current auto market conditions," said
Wagoner. "Even under conservative planning scenarios, GM is well-
positioned to withstand the U.S. market downturn and emerge a
stronger company. We have a solid position in the rapidly growing
emerging markets, a global operating framework that allows us to
respond to changes in the U.S. market, a commitment to technology
leadership, and an ever stronger and competitive product line-up."


GPS INDUSTRIES: Board Elects Hogan and Sole as Directors
--------------------------------------------------------
At a meeting of the board of directors of GPS Industries, Inc.
held on June 26, 2008, Declan Hogan and Tony Sole were elected as
directors of the company.  

Pursuant to a Securities Purchase Agreement, dated as of Nov. 13,
2006, between the company, Great White Shark Enterprises, Inc. and
Leisurecorp LLC, Messrs. Hogan and Sole are the directors
designated by Leisurecorp to serve as "Preferred Directors" under
the Certificate of Designation relating to the company's Series B
Convertible Preferred Stock and are replacing Robert Linn and
Geoff Hunter who resigned effective June 26, 2008, as
Leisurecorp's designees.  Mr. Sole was also elected as Chairman of
the Board of Directors.  The Board of Directors has not yet
determined on which committees, if any, Mr. Hogan and Mr. Sole
will serve.

Other than being the designees of Leisurecorp to the Board of
Directors under the Purchase Agreement, Mr. Hogan and Mr. Sole
have not had any relationship with, or engaged in any transaction
with the company during the past two years.  From Jan. 2, 2007,
Mr. Hogan has been Senior IT Manager for Istithmar Real
Estate/Leisurecorp.  From June 2000 to February 2008, Mr. Sole was
the Chief Financial Officer of Dubai Aluminum Company Ltd., and
since February 2008, Mr. Sole has been Chief Financial Officer of
Leisurecorp.

Effective June 26, 2008, Bart Collins resigned as Senior Executive
Vice President of the company but remains as a director.

Headquartered in Surrey, B.C. Canada, GPS Industries Inc. (OTC BB:
GPSN.OB) -- http://www.gpsindustries.com/-- develops and markets        
GPS and Wi-Fi multimedia solutions to enable managers of golf
facilities, resorts, and residential communities to improve
operational efficiencies and generate significant new revenue
streams.

Sherb & Co., LLP, in New York, expressed substantial doubt about
GPS Industries Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  The auditing firm reported that the
company has incurred significant losses and has a working capital
deficiency.


GRAND ISLAND TOWNHOMES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Grand Island Townhomes, LLC
        2644 N. Kiowa Blvd.
        Lake Havasau City, AZ 86403

Bankruptcy Case No.: 08-08643

Type of Business: The Debtor provides luxury residential
                  townhomes.
                  See http://www.grandislandtownhomes.com/

Chapter 11 Petition Date: July 14, 2008

Court: District of Arizona (Yuma)

Debtor's Counsel: Richard M. Lorenzen, Esq.
                     Email: rlorenzen@perkinscoie.com
                  Perkins Coie Brown & Bain, P.A.
                  2901 North Central Ave., Ste. 2000
                  Phoenix, AZ 85012-2788
                  Tel: (602) 351-8405
                  Fax: (602) 648-7077
                  http://www.perkinscoie.com/

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

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

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


HANNA PROPERTIES: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Hanna Properties Corp.
        2515 E. Hanna Ave.
        Tampa, FL 33610

Bankruptcy Case No.: 08-10323

Type of Business: The Debtor is engaged in real estate.

Chapter 11 Petition Date: July 11, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Leon A Williamson, Jr., Esq.
                  E-mail: leonwill@gte.net
                  3012 U.S. Highway 301, North Ste. 900
                  Tampa, FL 33619
                  Tel: (813) 626-0444
                  Fax: (813) 626-8111

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

      http://bankrupt.com/misc/flmb08-10323.pdf


HEXION SPECIALTY: Huntsman Acquisition Gets EU Conditional Nod
--------------------------------------------------------------
The European Commission issued a decision that would permit Hexion
Specialty Chemicals, Inc.'s acquisition of Huntsman Corp.,
contingent on, among other things, divestment of a portion of the
company's global specialty epoxy resins business to a purchaser
approved by the European Commission.

                           Background

As reported by the Troubled Company Reporter on July 13, 2007,
Huntsman agreed to a definitive merger agreement with Hexion
Specialty, pursuant to a transaction with a total value of
approximately $10.6 billion, including the assumption of debt.

Under the terms of the agreement, Hexion will acquire all of the
outstanding common stock of Huntsman for $28 per share in cash.
The agreement also provides that the cash price per share to be
paid by Hexion will increase at the rate of 8% per annum beginning
270 days from July 12, 2007.

Huntsman has terminated the merger agreement with Basell AF
believing that the Hexion transaction was a superior proposal.  
The Hexion deal was unanimously approved by the board of directors
of Huntsman.  

The transaction is subject to customary closing conditions,
including regulatory approval in the U.S. and in Europe, well as
the approval of Huntsman shareholders.  Entities controlled by
MatlinPatterson and the Huntsman family and a Huntsman charitable
trust, who collectively own approximately 57% of Huntsman's common
stock, have agreed to vote in favor of the transaction.

The transaction is not subject to a financing condition and
commitments have been obtained by Hexion for all necessary debt
financing from affiliates of Credit Suisse and Deutsche Bank AG.  
Hexion will have up to 12 months, subject to a 90 day extension by
the Huntsman board under certain circumstances, to close the
transaction.

Merrill Lynch & Co. and Cowen and Company LLC acted as financial
advisors to Huntsman.  Vinson & Elkins L.L.P. and Shearman and
Sterling LLP acted as legal advisors to Huntsman.

The Delaware Court of Chancery has granted Huntsman Corporation's
request to expedite the Court's review of Hexion Specialty
Chemicals Inc.'s efforts to abandon Hexion's pending merger with
Huntsman.  The trial will begin on Sept. 8, 2008.

               Extension of Merger Termination Date

On Jan. 29, 2008, the TCR reported that Hexion informed Huntsman
that it will exercise its right to extend the termination date by
90 days from April 5 to July 4, 2008.  

On April 5, 2008, Hexion Specialty Chemicals Inc. exercised an
option under its merger agreement with Huntsman Corporation dated
as of July 12, 2007, extending the merger agreement termination
date by 90 days, to July 4, 2008.

The TCR related on July 3, 2008, Huntsman's board of directors,
unanimously, provisionally authorized Huntsman Corp. to exercise
its right to extend the merger agreement with Hexion Specialty by
an additional 90 days to Oct. 2, 2008, as permitted by the terms
of the merger agreement.

                 Hexion's Lawsuit to Cancel Merger

On June 19, the TCR reported that Hexion and related entities
filed a suit in the Delaware Court of Chancery to cancel the
agreement.  Hexion said in the suit that it believes that the
capital structure agreed to by Huntsman and Hexion for the
combined company is no longer viable because of Huntsman's
increased net debt and its lower than expected earnings.  While
both companies individually are solvent, Hexion believes that
consummating the merger on the basis of the capital structure
agreed to with Huntsman would render the combined company
insolvent.

                      Comments and Responses

Hexion said that the company and Apollo Management L.P. received a
letter from Peter Huntsman, Huntsman Corporation's president and
CEO, stating that their actions were inconsistent with the terms
of the merger agreement.  

Huntsman is violating its obligations to Huntsman Corp. by seeking
to cancel the transaction, Bloomberg relates according to Mr.
Huntsman.  Mr. Huntsman reportedly stated that the actions appear
to be a blatant attempt to deprive its shareholders of the
benefits of the Merger Agreement that was agreed to nearly a year
ago.

                       Huntsman's Countersuit

Reports say Huntsman has filed a countersuit against Apollo
Management and two of its founders in Texas state court, alleging
interference with its merger with Hexion Specialty Chemicals, an
Apollo company.  Huntsman is seeking a jury trial in Texas to
determine liability for "actual damages exceeding USD 3 bn, plus
exemplary damages," according to Plasteurope (Germany).

In response, Hexion said: "It is unfortunate that Huntsman has
chosen to file a baseless lawsuit against Apollo and to personally
sue two of its principals.  Huntsman's Texas suit violates a clear
provision of the merger agreement which requires that any
litigation be brought exclusively in the State of Delaware.  As we
alleged in our suit, primarily due to Huntsman's underperformance,
we believe that consummating the merger on the basis of the
capital structure agreed to with Huntsman would render the
combined company insolvent.  In fact, Huntsman's suit does not
dispute that the combined company would be insolvent.  We believe
Huntsman's lawsuit is wholly without merit."

                   About Huntsman Corporation
  
Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE:HUN) -- http://www.huntsman.com/-- is a manufacturer of       
differentiated chemical products and inorganic chemical products.  
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting         
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion Specialty Chemicals Inc.'s balance sheet at March 31, 2008,
showed  the company had total assets of $4.2 billion and total
liabilities of $5.5 billion, resulting in a shareholders' deficit
of $1.3 billion.


HOLLINGER INC: Receives Securities Cease Trade Order from OSC
-------------------------------------------------------------
Hollinger Inc. disclosed that that the Ontario Securities
Commission has provided it with a copy of the form of cease trade
order to be issued by the OSC.  The date upon which the cease
trade order will be issued has not yet been determined.

The cease trade order will apply to all securities of the company
but will contain carve-outs to permit trades in the company's
securities that are made:

   (i) in connection with proceedings under the Companies'
       Creditors Arrangement Act and approved by the Ontario
       Superior Court of Justice and, if required, related
       proceedings under the U.S. Bankruptcy Code and approved by
       the U.S. Bankruptcy Court;

  (ii) for nominal consideration for the purpose of permitting a
       holder to crystallize a tax loss; or

(iii) by or to an entity that qualifies as an "accredited
       investor" as that term is defined under applicable Canadian
       securities laws.

The company has also been advised by the Toronto Stock Exchange  
that, provided the consent is granted, the TSX will initiate a
process that will lead to the delisting of the company's common
shares and Series II preference shares from the TSX after the
issuance of the cease trade order.

The company and Ernst & Young Inc., its court-appointed Monitor,
are prepared to consent to the issuance of the cease trade order
and delisting provided that they are authorized to provide such
consent by the Ontario Superior Court of Justice.  The company
will be requesting such authorization from the Court at a hearing
scheduled for July 21, 2008.

The cease trade order is being issued as a result of the company's
previously announced determination, in the interests of reducing
its costs for the benefit of its stakeholders, not to prepare and
file annual audited financial statements and other annual
disclosure documents in respect of the company's financial year
ended March 31, 2008.

Consequently, after June 30, 2008, the company has been in default
of its continuous disclosure filing requirements under Canadian
securities laws.

Under the terms of the May 21, 2008, order issued pursuant to
proceedings under the CCAA, the company is in the process of
conducting a claims process for the company and its subsidiaries,
Sugra Ltd. and 4322525 Canada Inc., and will also do so for its
non-Applicant subsidiaries as part of their winding-up.

Also, under the May 21, 2008, CCAA order, retired justice John D.
Ground has been appointed as Litigation Trustee to administer the
company's litigation assets, assisted by an Advisory Committee,
and under the supervision of the Monitor and the CCAA court.

Preliminary estimates prepared by the company, in conjunction with
the Monitor, indicate that there is a significant risk that there
will not be adequate recoveries from the company's assets for
there to be any residual value for the Series II preference or
common shareholders of the company.

                     About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately      
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc., formerly Hollinger International Inc., a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.

The company, along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(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.

Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, represents the Debtors in their U.S.
proceedings.

As reported in the Troubled company Reporter on Feb. 22, 2008,
Hollinger Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed C$79.8 million in total assets and C$219.3 million in
total liabilities, resulting in a C$139.5 million total
stockholders' deficit.


HOOSIER TRADEWINDS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hoosier Tradewinds, Inc.
        c/o Jeffrey J. Graham
        Taft Stettinius & Hollister LLP
        One Indiana Square, Suite 3500
        Indianapolis, IN 46204

Bankruptcy Case No.: 08-08099

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Tradewinds Logistics, Inc.               08-08101
      Tradewinds Equipment, LLC                08-08102

Type of Business: Hoosier Tradewinds is a full service
                  transportation company providing time-sensitive
                  services to manufacturers, retailers and
                  distribution centers throughout the country.
                  See http://www.hoosiertradewinds.com/

Chapter 11 Petition Date: July 10, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtors' Counsel: Jeffrey J. Graham, Esq.
                  (jgraham@taftlaw.com)
                  Taft Stettinius & Hollister LLP
                  One Indiana Square, Suite 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  Fax: (317) 713-3699

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

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

Debtor's list of its 20 largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
American Express                   Credit Card           $293,819
American Express/Coirp. Services   Purchases
AESC-P
20022 North 31st Avenue Mail
CodeAZ-08-03-11
Phoenix, AZ 85027

Fleet-Tech Transportation          Trade Debt            $283,095
Services
100 Urban Center Drive, Suite 225
Birmingham, AL 35242

Stoops Freightliner                Trade Debt            $102,169
1851 West Thompson Road
Indianapolis, IN 46217

TCH                                Trade Debt            $102,051

Florida East Coast Railway         Trade Debt             $66,948

Chase Card Services                Credit Card            $41,024

BestPass                           Trade Debt             $38,942

True North Companies               Trade Debt             $36,541

Don and Rays Trucking Inc.         Trade Debt             $30,754

TMW Systems                        Trade Debt             $29,977

J&E Tire Center Inc.               Trade Debt             $14,151

Prepass                            Trade Debt             $12,568

Methodist Occupational             Trade Debt             $11,887
Health Centers

Trippak Express                    Trade Debt             $10,939

Miles & Finch                      Trade Debt              $9,709

Triple S of Indy, Inc.             Trade Debt              $9,018

Truckers B2B Gold Program          Trade Debt              $6,933

Peoplenet                          Trade Debt              $6,718

Patrick J. Marks                   Trade Debt              $6,438

Intestate Trailer & Equipment      Trade Debt              $5,489


INDYMAC BANCORP: Bank Shutdown Prompts Fitch's Default Rating
-------------------------------------------------------------
Fitch Ratings has downgraded the long- and short-term Issuer
Default Ratings of Indymac Bank FSB and Indymac Bancorp Inc. as:

Indymac Bank FSB:
  -- Long-term IDR to 'D' from 'CCC';
  -- Short-term IDR to 'D' from 'C'.

Indymac Bancorp Inc.
  -- Long-term IDR to 'C' from 'CC'.

The downgrade follows the Federal Deposit Insurance Corporation's
announcement that the bank was closed by the Office of Thrift
Supervision on July 11, 2008.  The FDIC, as conservator will
transfer insured deposits and substantially all the assets of
Indymac Bank to IndyMac Federal Bank, FSB (assuming bank).  As
conservator, the FDIC will operate the assuming bank to maximize
its value for a future sale to a healthy institution.  Indymac
Bank's 'F' Individual rating indicates the bank would have
defaulted had it not been for regulatory intervention.

Fitch has also downgraded and placed the ratings of the bank's
parent, Indymac Bancorp Inc. on Rating Watch Negative.  While the
regulatory shutdown impacts Indymac Bank, Fitch believes that IMB
will likely default or file for bankruptcy as the company's
ability to meet financial obligations has deteriorated
significantly.

With respect to creditors, outstanding advances from the Federal
Home Loan Bank of San Francisco to Indymac Bank totaled
$10.1 billion and are fully secured by approximately $21.6 billion
in mortgage loans.  FHLB-SF has indicated that it will work with
the FDIC in its administration of the new institution.  Brokered
deposits will be held by the FDIC and insured deposits of
approximately $18 billion should recover 100% when the FDIC
insurance determination is complete.

Fitch believes that recovery prospects for uninsured depositors
beyond the FDIC's 50% advance dividend is possible as uninsured
depositors have priority claim over unsecured creditors.  Fitch
has revised Indymac Bank's Recovery Rating to 'RR3' from 'RR4',
reflecting recovery in the range of 51-70%.  Fitch anticipates
non-deposit obligations and preferred shareholders to have minimal
to no recovery.  Fitch does not expect a sale or transaction
resulting in the assumption of non-deposit obligations.

Fitch will withdraw the ratings of Indymac Bank in approximately
30 days.

Fitch has downgraded these ratings:

Indymac Bank FSB:
  -- Long-term IDR to 'D' from 'CCC';
  -- Short-term IDR to 'D' from 'C';
  -- Short-term deposits to 'D' from 'C';
  -- Individual to 'F' from 'E'.

Indymac Bancorp Inc.
  -- Long-term IDR to 'C' from 'CC'.

Fitch has also placed these ratings on Rating Watch Negative:

Indymac Bancorp Inc.
  -- Long-term IDR 'C';
  -- Short-term IDR 'C';

Additionally, Fitch has affirmed these ratings:

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

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

Indymac Bank FSB
  -- Preferred stock at 'C/RR6'.
  -- Support at '5';
  -- Support Floor at 'NF'.

Indymac Bank FSB's Support rating and Support Floor have also been
withdrawn.

Fitch has also revised this Recovery Rating:

Indymac Bank FSB
  -- Long-term deposits revised to 'CCC/RR3' from 'CCC/RR4'.


INDYMAC BANCORP: S&P Puts D Rtng After Unit Placed in Receivership
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Indymac
Bancorp and its subsidiaries to 'D' in response to IndyMac Bank
FSB being placed in receivership by the Office of Thrift
Supervision.

On July 11, 2008, the OTS closed IndyMac Bank and named the
Federal Deposit Insurance Corp. as conservator.  The FDIC
transferred insured deposits and substantially all the assets to a
successor institution, IndyMac Federal Bank FSB.  "With the
holding company now cut off from the bank and with only limited
financial resources of its own, we believe that the holding
company's financial position is greatly impaired, even if not yet
technically insolvent," said Standard & Poor's credit analyst
Robert B. Hoban, Jr.
     
The OTS took this action after determining that IndyMac Bank's
deteriorating financial profile left it in an "unsafe and unsound
condition."  Indymac's mounting financial stress from growing
asset-quality problems and eroding capitalization was greatly
exacerbated by a run on the bank by depositors during the past two
weeks.  This, coupled with the recent regulatory prohibition on
Indymac's ability to accept brokered deposits, left Indymac
without the liquidity necessary to continue operating.
     
S&P believe that Indymac's large amount of secured FHLB advances,
the regulatory depositor preference, and the prevailing poor
market values for mortgage-related assets limit the likely
recovery on the bank-level preferred stock.  The holding company
is likely to receive little from the ultimate dispossession of the
bank, which leaves the holding company-level preferred stock's
recovery prospects very limited.
     
The FDIC will operate the new bank with a focus on preserving the
value and banking services of the former Indymac Bank, while it
seeks to sell the institution.  Retail insured depositors have
normal access to their accounts and the FDIC has declared that it
will pay to uninsured depositors a special dividend of 50% of the
amount of their uninsured deposits.  When the insurance
determination is complete, the FDIC will decide how much of the
remaining other half of retail uninsured deposits is ultimately
returned to depositors, and will pay off all brokered deposits.
IRVINE SENSORS: Issues 150,000 Shares to Financial Advisory Firm
----------------------------------------------------------------
Since its last periodic report, Irvine Sensors Corp. issued
150,000 shares of common stock, on June 26, 2008, to an accredited
investor, a financial advisory and investment banking firm that
the company engaged to assist it to raise additional capital and
to provide financial advisory services.  The company also issued:

   (i) 100,000 shares of common stock to an accredited
       institutional investor upon such investor's conversion on
       May 14, 2008, of $30,000 of the stated value of the Series
       A-1 10% Cumulative Convertible Preferred Stock of the
       company and

  (ii) 200,000 shares of common stock to the same accredited
       institutional investor upon such investor's conversion on
       May 19, 2008, of $60,000 of the stated value of the Series
       A-1 Stock of the company.

As a result of the issuance on June 26, 2008, the company has
issued more than 1% of its outstanding shares of common stock in
unregistered transactions in the aggregate since the last periodic
report that it filed with the Securities and Exchange Commission.

Based in Costa Mesa, California, Irvine Sensors Corporation
(Nasdaq: IRSN) -- http://www.irvine-sensors.com/-- is a vision     
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies, the manufacture and sale
of optical systems and equipment for military applications through
its Optex subsidiary and research and development related to high
density electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

                        Going Concern Doubt

Grant Thornton LLP expressed substantial doubt about Irvine
Sensors Corp.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
Sept. 30, 2007.

The auditing firm reported that the company incurred net losses
for the years ended Sept. 30, 2007, Oct. 1, 2006 and Oct. 2, 2005,
respectively, and the company has working capital of only
$1,799,100 at Sept. 30, 2007.


IXI MOBILE: Gemini Entities & Yossi Sela Own 15.51% Equity Stake
----------------------------------------------------------------
The Gemini Entities beneficially own 3,487,895 shares of Common
Stock and warrants to purchase 416,667 shares of Common Stock:

   (i) 2,491,636 shares of Common Stock and warrants to purchase
       297,667 shares of Common Stock held by Gemini Israel III
       Limited Partnership,

  (ii) 29,761 shares of Common Stock and warrants to purchase
       3,542 shares of Common Stock held by Gemini Partner
       Investors L.P.,

(iii) 454,219 shares of Common Stock and warrants to purchase
       54,250 shares of Common Stock held by Gemini Israel III
       Parallel Fund Limited Partnership and

  (iv) 512,279 shares of Common Stock and warrants to purchase
       61,208 shares of Common Stock held by Gemini Israel III
       Overflow Fund Limited Partnership.

In addition, IXI Mobile Inc. director Yossi Sela holds stock
options to purchase 4,167 shares of Common Stock; Mr. Sela
disclaims beneficial ownership of these stock options except to
the extent of his pecuniary interest.  Together, Mr. Sela and the
Gemini Entities have shared dispositive and voting power over
3,908,729 shares of Common Stock which represents 15.51% of the
outstanding Common Stock as of May 15, 2008.  

On June 6, 2007, under an Agreement and Plan of Merger, IXI Mobile
Inc. consummated a merger with IXI Mobile (USA), Inc.  As a
result, IXI Mobile (USA), Inc. became a wholly owned subsidiary of
IXI Mobile Inc.  At the closing of the merger, the stockholders of
IXI Mobile (USA), Inc. were issued an aggregate of 6,553,709
shares of IXI Mobile Inc.'s Common Stock in exchange for all of
their shares of common stock of IXI Mobile (USA), Inc.  The Gemini
Entities were stockholders of IXI Mobile (USA), Inc.  Accordingly,
the Gemini Entities acquired 2,793,450 shares of IXI Mobile Inc.'s
Common Stock as a result of the merger.

On Oct. 25, 2007, the Gemini Entities entered into an agreement
IXI Mobile Inc. for the conversion of $2.5 million of outstanding
principal amount of convertible debt held by the Gemini Entities
at a conversion price of $3.60 per share.  As a result of the Debt
Conversion, the Gemini Entities were issued an aggregate of
694,444 shares of IXI Mobile Inc.'s Common Stock.  Additionally,
the Gemini Entities were issued warrants to purchase an aggregate
of 416,667 shares of IXI Mobile Inc.'s Common Stock with an
exercise price of $4.10 per share.  The Warrants expire on
Oct. 25, 2012.

Headquartered in Belmont, California, IXI Mobile Inc. (OTC BB:
IXMO.0B) -- http://www.ixi.com/-- provides devices and hosted
services to mobile operators, mobile virtual network operators,
and Internet service providers in a number of international
markets.


IXI MOBILE: March 31 Balance Sheet Upside-Down by $586,000
----------------------------------------------------------
IXI Mobile, Inc. disclosed financial results for the quarter ended
March 31, 2008.

At March 31, 2008, the company's balance showed total assets of
$34,728,000, and total liabilities of $35,314,000, resulting in a
$586,000 stockholders' deficit.

                          GAAP Results

Revenue for the first quarter was $3.4 million, an increase of
9.7% over $3.1 million in the first quarter of 2007 and a decrease
of 34.6% compared to revenue of $5.2 million in the fourth quarter
of 2007.  Gross margin (deficit) in the first quarter was 8.2%
compared to 0.4% in the first quarter of 2007 and (35.2%) in the
fourth quarter of 2007.

Gross new Ogo subscriptions in the first quarter were
approximately 14,000, bringing total Ogo net subscriber base at
the end of the quarter to over 150,000.  This total includes a
reduction in the first quarter of 2008 of approximately 2,000
subscribers following receipt of subscriber deactivation
notifications from our customers.

Operating expenses (excluding costs of revenues) were $7.9 million
in the first quarter of 2008, compared to $5.8 million in the
first quarter of 2007 and $8.8 million in the fourth quarter of
2007.  Operating loss for the quarter was $7.6 million, compared
to $5.8 million for the first quarter of 2007 and $10.6 million
for the fourth quarter of 2007.

Net loss for the first quarter of 2008 was $8.7 million, compared
to a net loss of $6.7 million for the first quarter of 2007 and
$31.9 million for the fourth quarter of 2007.  The company's net
loss for the first quarter of 2008 included non-cash accounting
expenses required to be recorded pursuant to GAAP of approximately
$865,000 of financial expenses recorded mainly in connection with
the amendment to the terms of its convertible bridge loan and
$598,000 for stock-based compensation expenses for employees and
consultants and expenses recorded in connection with the issuance
of stock and incentive plans to management.

Cash and cash equivalents totaled $12.6 million at March 31, 2008,
compared to $17.3 million at Dec. 31, 2007.

In addition to the company's financial results, we achieved
certain recent highlights of our operations, including:

   * the company added approximately 14,000 gross new Ogo
     subscribers in the first quarter;

   * Ogo Average Selling Price in the first quarter of 2008
     increased to $192 compared to $190 in the fourth quarter of
     2007, reflecting a continued shift in product mix towards the
     Ogo2; and

   * Service ASP in the first quarter of 2008 increased to $2.40
     per billed user per month compared to $2.30 per billed user
     per month in the fourth quarter of 2007.

"We continue to grow revenue on a year-over-year basis through the
addition of subscribers and improving ASPs on both the product and
service sides," Amit Haller, Chief Executive Officer, said.  "We
made a great deal of strategic progress in 2007 and look forward
to building upon that foundation as we move ahead in 2008.  We
have several carrier customers upon which to build and further
grow Ogo's global presence.  While we have a number of difficult
challenges ahead, we hope to capitalize on the growth
opportunities that we believe will continue to emerge as the
market for low-cost mobile data solutions continues to take
shape."

                          Non-GAAP Results

Gross margin in the first quarter of 2008 was 8.8% compared to
0.4% in the first quarter of 2007.

The company's Non-GAAP consolidated results of operations for the
first quarter of 2008 and for the first quarter of 2007 exclude
non-cash accounting expenses required to be recorded pursuant to
GAAP of approximately $865,000 and $0, respectively, of financial
expenses recorded mainly in connection with the amendment to the
terms of its convertible bridge loan and $598,000 and $72,000,
respectively, for stock based compensation expenses for employees
and consultants and expenses recorded in connection with the
issuance of stock and incentive plans to management.

The Non-GAAP operating loss for the first quarter of 2008 was
$7.0 million, compared to $5.7 million in the first quarter of
2007 and an operating loss of $7.3 million for the fourth quarter
of 2007.

The Non-GAAP net loss for the first quarter of 2008 was
$7.2 million compared to $6.7 million in the first quarter of 2007
and a net loss of $7.5 million in the fourth quarter of 2007.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?2f7e

                       About IXI Mobile

Headquartered in Belmont, California, IXI Mobile Inc. (OTC BB:
IXMO.0B) -- http://www.ixi.com/-- provides devices and hosted
services to mobile operators, mobile virtual network operators,
and Internet service providers in a number of international
markets.


JONES ESTATE: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jones Estate Development, LLC
        9915 S. Eastern Ave., Ste. 130
        Las Vegas, NV 89183

Bankruptcy Case No.: 08-17524

Chapter 11 Petition Date: July 11, 2008

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Michael J. Dawson, Esq.
                  Email: mdawson@lvcoxmail.com
                  515 S. Third Street
                  Las Vegas, NV 89101
                  Tel: (702) 384-1777

Estimated Assets: $1 million to $10 million

Estimated Debts:     $500,000 to $1 million

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

      http://bankrupt.com/misc/nvb08-17524.pdf


KINGSWAY FINANCIAL: A.M. Best Cuts Issuer Credit Rating to 'bb-'
----------------------------------------------------------------
A.M. Best Co. has downgraded the issuer credit ratings to "bb-"
from "bb" of Kingsway Financial Services Inc. (Mississauga,
Ontario) and Kingsway America Inc. (Elk Grove Village, IL).

Concurrently, A.M. Best has downgraded the financial strength
ratings to B+(Good) from B++(Good) and the ICRs to "bbb-" from
"bbb" for most of the subsidiaries of KFSI.

Additionally, A.M. Best has downgraded all debt ratings of KAI and
Kingsway General Partnership.  All ratings have been removed from
under review with negative implications and assigned a negative
outlook, except where specified.

On Dec. 18, 2007, the ratings were downgraded and placed under
review with negative implications pending a corrective plan of
action to improve risk-adjusted capitalization, operating
performance and overall risk management.  In the absence of a
corrective action plan in-line with A.M. Best's expectations for
the prior rating level, the ratings have been downgraded.

Moreover, the rating downgrades are a result of KFSI's weakened
risk-adjusted capitalization, unfavorable operating performance,
which continued into first quarter 2008, soft market pricing and
pressure from competitors for market share in KFSI's core non-
standard auto, commercial auto and commercial trucking lines.  In
A.M. Best's opinion, capitalization is not expected to improve
significantly in the near term and profitability also is expected
to be below prior levels from diminishing revenues and soft market
conditions.  Furthermore, based on continuation in first quarter
2008, A.M. Best continues to be concerned about the adequacy of
loss reserves, premium rates, management's risk appetite as well
as overall organizational risk management.

The FSR has been downgraded to B+(Good) from B++(Good) and the
ICRs to "bbb-" from "bbb" for these subsidiaries of Kingsway
Financial Services Inc..

  -- American Service Insurance Company, Inc.
  -- Lincoln General Insurance Company.
  -- Mendota Insurance Company
  -- Southern United Fire Insurance Company
  -- Universal Casualty Company
  -- JEVCO Insurance Company
  -- Kingsway General Insurance Company
  -- Kingsway Reinsurance (Bermuda) Ltd.

The FSR has been downgraded to B+(Good) from B++(Good) and the ICR
to "bbb-" from "bbb" for Mendakota Insurance Company, a wholly
owned subsidiary of Mendota Insurance Company.  Mendakota is now
group rated with its parent, Mendota Insurance Company.

The FSR has been downgraded to B(Fair) from B++(Good) and the ICR
to "bb" from "bbb" for York Fire & Casualty Insurance Company.

The FSR has been downgraded to B-(Fair) from B(Fair) and the ICR
to "bb-" from "bb" for Kingsway Reinsurance Corporation.

The FSR has been downgraded to B(Fair) from B+(Good) and the ICR
to "bb+" from "bbb-" for American Country Insurance Company.  The
outlook assigned to the FSR is stable, and the outlook assigned to
the ICR is negative.

The FSR of B+(Good) and ICR of "bbb-" have been affirmed for U.S.
Security Insurance Company, Inc.

These debt ratings have been downgraded:

Kingsway America Inc.:
  -- to "bb-" from "bb" on USD 125 million 7.5% senior unsecured
     notes, due 2014

  -- to "bb-" from "bb" on USD 74.1 million 7.12% senior unsecured
     notes, due 2015

Kingsway Financial Services Inc. (issued under Kingsway General
Partnership):
  -- to "bb-" from "bb" on CAD 100 million 6% senior unsecured
     debentures, due 2012

All debt is unconditionally guaranteed by KFSI and KAI, and all
the above ratings have been removed from under review with
negative implications and assigned a negative outlook, except
where specified.


KODIAK CDO: Fitch Puts Three Low-B Ratings Under Negative Watch
---------------------------------------------------------------
Fitch Ratings has placed these notes of Kodiak CDO I, LTD./INC.  
on Rating Watch Negative:

  -- $294,215,642 class A-1 'AA+';
  -- $103,500,000 class A-2 'AA';
  -- $83,000,000 class B 'A';
  -- $30,000,000 class C 'A-';
  -- $13,000,000 class D-1 'BBB-';
  -- $5,000,000 class D-2 'BBB-';
  -- $29,000,000 class D-3 'BBB-';
  -- $5,169,437 class E-1 'BB';
  -- $29,847,380 class E-2 'BB';
  -- $7,360,456 class F 'B'.

Kodiak I is a static collateralized debt obligation supported by a
portfolio of trust preferred securities and subordinated debt
issued by subsidiaries of real estate investment trusts, real
estate operating companies, homebuilders and specialty finance
companies, as well as senior debt securities and commercial
mortgage-backed securities.  Of the total portfolio, approximately
64% is comprised of trust preferred securities and subordinated
debt, approximately 30.5% of senior debt securities and 5.5% of
CMBS.  The collateral was selected and is monitored by Kodiak
Capital Management Company.

Fitch's rating actions reflect heightened concern related to
continued negative portfolio credit migration, as well as the
reduction of the total collateral balance as a result of one
credit risk sale since the last review.

Based on Fitch's public and shadow ratings, the average credit
quality of Kodiak I migrated to the 'B/B-' range from the 'B+/B'
range at the time of Fitch's last review.  Currently, 25.2% of the
portfolio is publicly or shadow rated 'CCC+' or below as compared
to 23.4% at last review.  Approximately 12.6% of the portfolio has
experienced negative rating migration since Fitch's last review
and 25.2% of the underlying collateral is currently on Rating
Watch Negative or has a Negative Rating Outlook.

Since the last review, one asset representing $28.1 million was
sold from the portfolio via a credit risk sale, incurring a
principal loss to the transaction of $24.8 million.  Additionally,
one security, which was previously classified as defaulted,
underwent a distressed debt exchange increasing its notional to
$35.2 million from $28.1 million.  While the notional amount of
this security increased, Fitch views it as highly speculative.  
Trustee-reported asset defaults, along with the reduction of the
total collateral balance, have caused the failure of the class D,
class E, class F/G and class H overcollateralization tests.  As of
the last payment date, approximately $3 million of interest
proceeds were diverted to pay down the principal of the class A-1
notes due to the breach of the class D OC test.

Kodiak I currently has three assets deemed to be in default per
the transaction's trustee report, representing approximately 13.3%
of the portfolio.  All three exposures were treated as defaulted
for the purposes of Fitch's previous review of the transaction.
Given the rapidly evolving credit pressures facing mortgage REITs
and homebuilders, Fitch treated exposures rated or shadow rated
'CC' or lower as defaulted with 100% severity in an effort to
anticipate future collateral defaults.

As announced on July 1, 2008, Fitch is in the process of examining
its default probability assumptions with respect to assets with
maturities in excess of 10 years.  Resolution of the current
Rating Watch Negative status will consider the potential
implications of a revised term structure of default probabilities
for long-dated assets, as well as any additional credit migration
with respect to the underlying portfolio, or any credit risk sales
undertaken by the asset manager.  

Absent changes to Fitch's default probability assumptions or
further collateral deterioration or credit risk sales, the ratings
of the class A-1 notes will likely remain within the 'AA' rating
category, the class A-2 notes will likely be downgraded to the 'A'
rating category, the class B notes will remain within the 'A'
rating category, the class C notes will likely be downgraded to
the 'BBB' rating category, the class D notes will likely be
downgraded to the 'BB' rating category, the class E notes will
likely be downgraded to the 'B' rating category and the class F
notes will likely be downgraded to the 'CCC' rating category.

The ratings of the class A-1, A-2, and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
principal amount by the stated maturity date.  The ratings of the
class C, D-1, D-2, D-3, E-1, E-2, and F notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
aggregate principal amount by the stated maturity date.  Periodic
payments on the notes are distributed on a quarterly basis in
February, May, August and November until the stated maturity on
Aug. 7, 2037.


KODIAK CDO: Fitch Puts 'B' Rating on $35MM Notes on Neg. Watch
--------------------------------------------------------------
Fitch Ratings has placed these notes of Kodiak CDO II, Ltd./Inc.
on Rating Watch Negative:

  -- $333,497,602 class A-1 'AAA';
  -- $53,000,000 class A-2 'AAA';
  -- $80,000,000 class A-3 'A+';
  -- $81,000,000 class B-1 'A';
  -- $5,000,000 class B-2 'A';
  -- $38,000,000 class C-1 'BBB+';
  -- $2,000,000 class C-2 'BBB+';
  -- $36,000,000 class D 'BB+';
  -- $35,000,000 class E 'B'.

Kodiak II is a managed collateralized debt obligation supported by
a portfolio of trust preferred securities and subordinated debt
issued by subsidiaries of real estate investment trusts, real
estate operating companies, homebuilders and specialty finance
companies, as well as senior debt securities, commercial mortgage-
backed securities and CMBS CDOs.  Of the total portfolio,
approximately 65.6% is comprised of trust preferred securities and
subordinated debt, approximately 24.1% of senior debt securities
and 10.3% of CMBS and commercial real estate CDOs.  The collateral
was selected and is monitored by Kodiak Capital Management
Company.

Fitch's rating actions reflect heightened concern related to
continued negative portfolio credit migration, as well as the
reduction of the total collateral balance as a result of six
credit risk sales since the last review.

Based on Fitch's public and shadow ratings, the average credit
quality of Kodiak II remains in the 'B+/B' range, although this
measure understates the effect of credit risk sales undertaken by
the asset manager.  While credit risk sales are excluded from the
calculation of the remaining portfolio's average credit quality,
such sales have the effect of reducing the collateralization to
all classes of notes.  Currently, 12.11% of the portfolio is
publicly or shadow rated 'CCC+' or below as compared to 6.9% at
last review.  Approximately 18.63% of the portfolio has
experienced negative rating migration since Fitch's last review
and 19.6% of the underlying collateral is currently on Rating
Watch Negative or has a Negative Rating Outlook.

Since the last review, one security underwent a distressed debt
exchange decreasing its notional to $22.5 million from
$28.1 million.  In addition, six assets representing $66.7 million
were sold from the portfolio via credit risk sales, incurring a
principal loss to the transaction of $34.8 million.  Trustee-
reported asset defaults, along with the reduction of the total
collateral balance, have caused the failure of the class F
overcollateralization test.  As of the last payment date,
approximately $4.5 million of interest proceeds were diverted to
pay down the principal of the class A-1 notes due to the breach of
the class E and F OC tests.  The class E OC test subsequently
cured during the last payment date.

Kodiak II currently has no assets deemed to be in default per the
transaction's trustee report.  However, given the rapidly evolving
credit pressures facing mortgage REITs and homebuilders, Fitch
will continue to treat exposures rated or shadow rated 'CC' or
lower as defaulted with 100% severity in an effort to anticipate
future collateral defaults.

As announced on July 1, 2008, Fitch is in the process of examining
its default probability assumptions with respect to assets with
maturities in excess of 10 years.  Resolution of the current
Rating Watch Negative status will consider the potential
implications of a revised term structure of default probabilities
for long-dated assets, as well as any additional credit migration
with respect to the underlying portfolio, or any credit risk sales
undertaken by the asset manager.  

Absent changes to Fitch's default probability assumptions or
further collateral deterioration or credit risk sales, the ratings
of the class A-1 notes will likely be downgraded to the 'AA'
rating category, the class A-2 notes will likely be downgraded to
the 'AA' rating category, the class A-3 notes will remain within
the 'A' rating category, the class B-1 and B-2 notes will likely
remain within the 'A' rating category, the class C-1 and C-2 notes
will likely remain within the 'BBB' rating category, the class D
notes will likely remain within the 'BB' rating category and the
class E notes will likely be downgraded to the 'CCC' rating
category.

The ratings of the class A-1, A-2, and A-3 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
principal amount by the stated maturity date.  The ratings of the
class B-1, B-2, C-1, C-2, D and E notes address the likelihood
that investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the aggregate
principal amount by the stated maturity date.  Periodic payments
on the notes are distributed on a quarterly basis in February,
May, August and November until the stated maturity on Nov. 7,
2042.


LEINER HEALTH: Completes $371 Million Sale of Assets to NBTY Inc.
-----------------------------------------------------------------
NBTY Inc. completed the purchase of substantially all of the
assets of Leiner Health Products Inc. for approximately
$371 million.  The terms of the Asset Purchase Agreement provide
for various working capital adjustments.

As reported in the Troubled Company Reporter on June 16, 2008, the
U.S. Bankruptcy Court for the District of Delaware authorized
Leiner Health Products Inc. and its debtor-affiliates to sell
substantially all of their assets to NBTY Acquisition LLC,
including the assumption and assignment of certain executory
contracts and unexpired leases.

As reported in the Troubled Company Reporter on June 12, 2008,
NBTY submitted the best and highest bid at an auction for the
purchase of substantially all of its assets on June 9, 2008.

NBTY is acquiring substantially all of Leiner's assets, including
its U.S. store brand vitamins, minerals and supplements products
as well as Vita Health Products Inc., Leiner's Canadian
subsidiary.

Moelis & Company LLC provided advisory services and Farrell Fritz,
P.C. provided legal advice in connection with the acquisition.

"The Leiner acquisition will further enhance our manufacturing
capabilities and dominant market presence as the worldwide leader
in the nutritional supplement industry," Scott Rudolph, NBTY
chairman and CEO, said.  "NBTY's history of successful strategic
acquisitions reflects our commitment to generating growth,
providing the highest quality service to our customers and
increasing shareholder value."

                       About NBTY Inc.

NBTY Inc. (NYSE: NTY) -- http://www.NBTY.com/-- manufactures,    
markets and distributes line of quality nutritional supplements in
the United States and throughout the world.  Under a number of
NBTY and third party brands, the company offers over 22,000
products.

                      About Leiner Health

Based in Carson, California, Leiner Health Products Inc. --
http://www.leiner.com/-- manufacture and supply store brand
vitamins, minerals and nutritional supplements products, and over-
the-counter pharmaceuticals in the US food, drug and mass merchant
and warehouse club retail market.  In addition to their primary
VMS and OTC products, they provide contract manufacturing
services.  During the fiscal year ended March 31, 2007, the VMS
business comprised approximately 61% of net sales.  On March 20,
2007, they voluntarily suspended the production and distribution
of all OTC products manufactured, packaged or tested at its
facilities in the US.

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  The Debtors selected Garden City Group
Inc. as noticing, claims and balloting agent.  The U.S. Trustee
for Region 3 appointed creditors to serve on an Official Committee
of Unsecured Creditors in these cases.

As reported in the Troubled Company Reporter on April 10, 2008,
the Debtors' schedules of assets and liabilities showed total
assets of $133,412,547 and total debts of $477,961,526.


LE-NATURE'S INC: Court Confirms Panels' Amended Chapter 11 Plan
---------------------------------------------------------------
The Hon. M. Bruce McCollough of the United States Bankruptcy
Court for the Western District of Pennsylvania confirmed a second
amended joint Chapter 11 plan of liquidation for Le-Nature's Inc.
and its debtor-affiliates.  The Plan was filed by the Official
Committee of of Unsecured Creditor, together with the Ad Hoc
Committee of Secured Lenders and the Ad Hoc Committee of Senior
Subordinated Noteholders on April 9, 2008.

On April 10, 2008, Judge McCollough held that the Committees'
disclosure statement contains adequate information in accordance
to Section 1125 of the Bankruptcy Code.

The amended plan provides for the liquidation of the Debtors'
assets including the investigation and prosecution of estate
causes of action, by a liquidation trust to be performed under the
amended plan and a liquidation trust agreement.

According to Bloomberg News, the amended plan contains a
settlement with, among other things:

   i) unsecured creditors, the holders of 48 percent of $150
      million in subordinated notes, and

  ii) the holders of 62 percent of the $278 million in secured
      bank debt.

The plan further provides that subordinated debt holders will
recover nothing until secured creditors receive $110 million, the
report says.

The amended plan classifies interests against and claims in the
Debtors in 6 classes.  The classification of interests and claims
are:

                 Treatment of Interests and Claims
            
          Class        Type of Claims           Treatment
          -----        --------------           ---------
          1            lenders secured          impaired
                        claims

          2            other secured            impaired
                        claims

          3            priority non-tax         unimpaired
                        claims

          4A           lenders unsecured        impaired
                        claims

          4B           general unsecured        impaired
                        claims

          4C           unsecured senior         impaired
                        subordinated notes
                        claims

          5            subordinated             impaired
                        litigation claims

          6            interests

The report relates that the secured creditors would receive
almost everything under the plan in the event the Debtors do
not recover anything beyond approximately $30 million in jewels
confiscated by government investigators.  However, a $129 million
recovery would give subordinated debt holders 10 percent, with 46
percent for secured creditors and 17 percent for unsecured
creditors, it notes.

A full-text copy of the Committee's second amended joint Chapter
11 plan of reorganization is available for free at:

               http://ResearchArchives.com/t/s?2f7c

                     About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq. at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.


LUMINENT MORTGAGE: Needs to Pay $182MM Under Repurchase Agreement
-----------------------------------------------------------------
Luminent Mortgage Capital Inc. disclosed in a regulatory SEC
filing Friday that a repurchase agreement lender that is an
affiliate of Arco Capital Corporation Ltd., has declared an event
of default to have occurred in respect of alleged failures by the
company and its affiliates to deliver additional purchased
securities or cash necessary to fulfill its obligations under a
master repurchase agreement substantially in the form of the
September 1996 version of that agreement published by The Bond
Market Association.

As a result, the repurchase date for reverse repurchase
transactions by the company and its affiliates having an aggregate
repurchase price of approximately $182.6 million, calculated as of
July 11, 2008, were deemed by that repurchase agreement lender to
have occurred, and that repurchase agreement lender demanded
immediate payment by the company of that aggregate repurchase
price.

On July 11, 2008, an event of default was declared under the
Amended and Restated Credit agreement dated Sept. 26, 2007, as
amended.  As a result of the declaration of the event of default,
the lender declared the commitment under the credit agreement to
be terminated and reduced to zero and declared the amount
outstanding of $29.9 million under the agreement to be immediately
due and payable including accrued interest thereon.

In addition, this event of default declared under the master
repurchase agreement caused a default to occur under the indenture
relating to $90 million of the company's 8.125% Convertible Senior
Notes due 2027, in respect of which those notes may be declared to
be immediately due and payable.

Due to defaults on senior securities the company is contractually
prohibited from making interest payments on $92.8 million of
junior subordinated notes.

                    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 total stockholders' deficit.


MCCLATCHY COMPANY: Debt Woes Could Cue Liquidation or Chapter 11  
----------------------------------------------------------------
The McClatchy Company could hit debt service problems that could
force the company to sell properties or file for Chapter 11
protection, Douglas McIntyre of 24/7 Wall Street reported.

According to the report, McClatchy is one of the companies that
are at high risk of not making it another year due to the big debt
loads it took in buying newspaper properties and seeing operating
income chopped by falling sales.

In June, Bloomberg reported McClatchy plans to cut about 1,400
jobs, or 10% of its workforce, to save $70 million annually after
a record drop in industrywide advertising sales.

Mr. McIntyre stated McClatchy shares is down to $4.93 from a
52-week high of $28.65.

Mr. McIntyre said that the newspaper company have gone from being
in a tight spot to being candidates for liquidation.

Yet, in the the company's May 9, 2008, regulatory filing, it
stated that it is in compliance with the 2007 Credit Facility
covenants as of March 31, 2008.

It also stated that its balance sheet showed total assets of
$1.8 billion, total liabilities of $1.4 billion and total
stockholders' equity of about $400 million for the period ended
March 31, 2008.

                   About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company is
the a newspaper company in the U.S., with 31 daily newspapers and
approximately 50 non-dailies.  McClatchy also owns McClatchy
Interactive, Real Cities and equity investments in CareerBuilder,
Classified Ventures, and other newspaper and online properties.  

                           *     *     *

As reported in the Troubled Company Reporter on Apr 3, 2008,
Moody's Investors Service downgraded The McClatchy Company's
corporate family rating and probability of default rating to Ba3
from Ba2, and the rating on the senior unsecured notes to B1 from
Ba3, concluding the review for downgrade initiated on Feb. 29,
2008.  


MISTRAL PHARMA: Court Extends Time to Make Proposal to Creditors
----------------------------------------------------------------
Mistral Pharma Inc. disclosed that the Superior Court of Quebec
granted a motion for the company to extend the period within which
it may file a proposal under the Bankruptcy and Insolvency Act.  
The company has until Aug. 25, 2008, to make a proposal to its
creditors.

As reported in the Troubled Company Reporter on June 16, 2008,
Mistral Pharma filed a notice of intention to make a proposal
to its creditors under the Bankruptcy and Insolvency Act.

The extension will help the company to pursue ongoing negotiations
concerning potential offers for its business and assets, and
likely put forth a viable proposal to its creditors.

The company has retained the firm of Demers Beaulne to act as
trustee to the proposal.

The company's creditors will be able to vote on the proposal at a
meeting to be called within 21 days of the proposal's filing.  If
accepted by the creditors and ratified by the Court, the proposal
is binding on all creditors.

In order to be accepted, the company's proposal will need to be
approved by creditors representing the majority in number and at
least 66.66% in value of the company's debt.

Pending the filing of the proposal, all claims of the company's
creditors against the company are stayed.

                     About Mistral Pharma Inc.

Headquartered in Quebec, Canada, Mistral Pharma Inc. (TSX
VENTURE:MIP) -- http://www.mistralpharma.com/-- is a   
pharmaceutical company engaged in scientific research and
development to develop and commercialize drugs, which incorporate
oral controlled-delivery technologies.  The company is active in
the reformulation and the commercialization of already-marketed
drugs.  Mistral uses its controlled release technologies in order
to improve the efficacy, safety or dosing schedule of drugs.

                         Notice of Default

As reported in the Troubled Company Reporter on June 5, 2008,
Mistral Pharma received a notice of default and a notice to
enforce security from MMV Financial Inc., a senior secured
creditor of the company.

Pursuant to a credit agreement announced on Oct. 16, 2006,
Mistral obtained a $1.5 million secured loan from MMV.  As per the
notice of default received, MMV requested the immediate payment of
$1.3 million, on the basis that Mistral failed to effect a
principal and interest payment due on May 31, 2008.

As per the notice to enforce security, MMV advised the company
that it reserves its rights to enforce its security, which can be
effected only after the expiry of the 10-day period following the
transmission of MMV's notice.

Mistral's financial position does not allow it to effect the
payment of $1.3 million as requested by MMV.


ML-CFC COMMERCIAL: S&P Junks Ratings on Two Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage pass-through certificates from ML-
CFC Commercial Mortgage Trust 2006-1.  Concurrently, S&P affirmed
its ratings on 18 classes from this transaction.
     
The downgrades reflect the credit deterioration of the pool.  
Specifically, nine loans have reported debt service coverage below
1.0x, and the performance of two of the top 10 loans has weakened
since issuance.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the June 12, 2008, remittance report, the collateral pool
consisted of 147 loans with an aggregate trust balance of
$2.108 billion, compared with 151 loans totaling $2.142 billion at
issuance.  The master servicer, Wachovia Bank N.A., reported
financial information for 98% of the pool.  Eighty-nine percent of
the servicer-provided information was full-year or interim 2007
data.  There are nine loans in the pool totaling $66 million (3%)
with reported DSCs lower than 1.0x.  These loans are secured by
retail, office, multifamily, and industrial properties with an
average balance of $7.3 million and have experienced an average
decline in DSC of 32% since issuance.  Standard & Poor's
calculated a weighted average DSC of 1.72x for the pool, compared
with 1.60x at issuance.  There is one loan ($8.3 million) with the
special servicer, Midland Loan Services Inc. (Midland).  There are
no delinquent loans in the pool, and the trust has experienced no
losses to date.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $970.6 million (46%) and a weighted average
DSC of 2.21x, up from 1.85x at issuance.  Despite the overall
increase in DSC, two of the top 10 loans have experienced
significant declines in DSC since issuance.  These include
Inglewood Park ($43.1 million, 2%) and Prince George Center II
($42.1 million, 2%), which had DSC declines of 32% and 16%,
respectively.  Prince George Center II is on the watchlist and is
discussed below.  The Inglewood Park loan reported occupancy of
69% as of March 31, 2008.  The loan is the ninth-largest loan in
the pool and is secured by a 536,197-sq.-ft. flex-industrial
business park comprising seven properties in Upper Marlboro,
Maryland.  The properties were built between 1982 and 1987. This
loan is not currently on the servicer's watchlist.

Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10
exposures.  Nine of the properties were characterized as
"excellent," and one was characterized as "fair."
     
Three loans in the pool had credit characteristics consistent with
those of investment-grade obligations at issuance and continue to
do so.  Details of two of these loans, which are included in the
top 10, are:

     -- The third-largest exposure in the pool is the Kenwood
        Towne Centre loan, which has a trust balance of
        $141.9 million and a whole-loan balance of $201.0 million.  
        In addition to the trust balance, the whole loan includes
        a $59.1 million B note held outside the trust.  The loan
        also includes mezzanine debt of $40.0 million secured by a
        pledge of equity interests in the borrower.

        The loan is collateralized by 867,504 sq. ft. of a
        1,201,693-sq.-ft. regional mall in Cincinnati, Ohio.  For
        the year ended Dec. 31, 2007, the DSC was 2.31x and
        occupancy was 99.6%.  Standard & Poor's adjusted value for
        this loan is comparable to its level at issuance.

     -- The 60 State Street loan is the fourth-largest loan in the
        pool, with a trust balance of $130.0 million and a whole-
        loan balance of $180.0 million.  In addition to the trust
        balance, the whole loan includes a $50.0 million B note
        held outside the trust.  For the year ended Dec. 31, 2007,
        the DSC was 3.36x and occupancy was 97%.  Standard &
        Poor's adjusted value for this loan is comparable to its
        level at issuance.

There is currently one asset with the special servicer.  The
Virginia Eye Development loan ($8.3 million) is secured by a
34,070-sq.-ft. owner-occupied medical/surgery center.  The special
servicer has indicated that the issues with this loan have been
resolved and that it expects to return the loan to the master
servicer.

Wachovia reported a watchlist of 26 loans ($309 million, 14%).  
The largest loan on the watchlist is the Lightstone Portfolio loan
($57.5 million, 3%), which is also the sixth-largest loan in the
pool.  The loan is secured by a portfolio of 11 retail properties
totaling 1.35 million sq. ft.  Six of the properties are in
Pennsylvania, and five are in various locations in the Southeast.  
The loan appears on the watchlist because of ongoing deferred
maintenance issues.
     
Prince George Center II ($42.1 million, 2%) is the second-largest
loan on the watchlist.  The loan is secured by a 10-story,
394,578-sq.-ft. office building built in 1968 in Hyattsville,
Maryland.  The building is 100% occupied, primarily by the U.S.
General Services Administration (GSA; 99% of NRA).  The loan
appears on the watchlist due to a low DSC.  The decline in DSC is
attributable to increased nonreimbursable expenses.
     
The remaining loans are on the watchlist primarily because of low
occupancy or declines in DSC since issuance.  
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.       


                          Ratings Lowered

             ML-CFC Commercial Mortgage Trust 2006-1
          Commercial mortgage pass-through certificates

                  Rating
                  ------
       Class    To      From              Credit enhancement
       -----    --      ----              ------------------
       H        BB+     BBB-                    2.92%
       J        BB      BB+                     2.67%
       K        BB-     BB                      2.41%
       L        B       BB-                     2.03%
       M        B-      B+                      1.90%
       N        CCC+    B                       1.52%
       P        CCC     B-                      1.27%

                         Ratings Affirmed
     
              ML-CFC Commercial Mortgage Trust 2006-1
           Commercial mortgage pass-through certificates
   
               Class    Rating   Credit enhancement
               -----    ------   ------------------
               A-1      AAA            30.48%
               A-2      AAA            30.48%
               A-3      AAA            30.48%
               A-3FL    AAA            30.48%
               A-3B     AAA            30.48%
               A-SB     AAA            30.48%
               A-4      AAA            30.48%
               A-1A     AAA            30.48%
               A-M      AAA            20.32%
               AJ       AAA            11.68%
               AN-FL    AAA            11.68%
               B        AA              9.27%
               C        AA-             8.25%
               D        A               6.86%
               E        A-              6.10%
               F        BBB+            4.95%
               G        BBB             4.19%
               X        AAA              N/A

                      N/A -- Not applicable.


MORGAN STANLEY TRUST: S&P Cuts Ratings on Six Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2005-HQ5.  Concurrently, S&P
affirmed its ratings on the remaining classes from this
transaction.
     
The downgrades reflect the credit deterioration of the pool;
specifically, eight loans have reported debt service coverage
below 1.0x.  In addition, Standard & Poor's expects a loss upon
the disposition of one of the two loans currently with the special
servicer.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the June 16, 2008, remittance report, the collateral pool
consisted of 95 loans with an aggregate balance of $1.45 million,
down from 96 loans with a balance of $1.53 billion at issuance.  
The master servicer, Midland Loan Services Inc. (Midland),
reported financial information for 98% of the pool.  Seventy
percent of the servicer-provided information was full-year 2007
data, and 14.6% was interim-2007 data.  There are eight loans in
the pool, totaling $38.9 million (2.7%), that have reported DSCs
lower than 1.0x.  

The loans are secured primarily by a variety of office, retail,
and multifamily properties, with an average balance of $4.9
million and an average decline in DSC of 70% since issuance.  
Excluding defeased loans totaling $173.7 million (11.9%), Standard
& Poor's calculated a weighted average DSC of 1.90x for the pool,
up from 1.82x at issuance.  There are two delinquent loans
totaling $18.6 million (1.3%) with special servicers, CT
Investment Management Co. LLC and CWCapital Asset Management LLC.   
To date, the trust has not experienced any losses.  Details of the
specially serviced loans are:

     -- The Richmond Square Mall loan ($14.2 million, 0.98%) is
        secured by a 306,326-sq.-ft. anchored retail center built
        in 1966 and renovated in 1997, in Richmond, Indiana.  This
        property is also encumbered by a $4.7 million B note.  The
        loan was transferred to the special servicer, CT
        Investment Management, as a result of fraud committed by
        Edward Okun, the original sponsor of the borrower,
        structured as a tenants-in-common entity.  Although the
        fraud was related to another entity and Mr. Okun had only
        a fractional interest in the subject TIC asset (less than
        1%), he served as the master tenant and property manager.   

        The loan was transferred to special servicing when the
        bankruptcy trustee took ownership of all Okun's assets,
        including Investment Properties of America LLC, the
        property manager and owner of the master tenant.  Since
        then, the management company has been replaced.  In
        addition, the TIC entities and the bankruptcy trustee came
        to a settlement agreement, and an affiliate of Passco Cos.
        LLC assumed the master lease (pending bankruptcy court
        approval).  The property is performing with a 95%
        occupancy rate, and as of Sept. 30, 2007, the property
        maintained a DSC of 1.63x.  S&P expect the loan to be
        transferred back to the master servicer by September 2008.

     -- The Orchard Ridge Apartments loan ($4.4 million, 0.3%) is
        secured by a 248-unit multifamily property in Flint,
        Michigan, built in 1966 and renovated in 2002.  The loan
        was transferred to CWCapital due to payment default.  The
        special servicer and the borrower are still evaluating
        different strategies.  There is a $2.45 million appraisal
        reduction amount in effect on this asset, and Standard &
        Poor's expects a loss upon its liquidation.

Midland Loan Services Inc. reported a watchlist of 18 loans with
an aggregate outstanding balance of $197.9 million (13.6%).  The
largest loan on the watchlist and the third-largest loan in the
pool is the 1401 H Street loan.  The loan is secured by a 353,219-
sq.-ft. office building in downtown Washington, D.C.  Midland
placed the loan on its watchlist after stressing certain income
and expenses items and applying a stressed constant to the loan,
which resulted in the DSC falling below the minimum threshold of
1.05x.  However, the actual DSC for full-year 2007 was 1.49x.  
While the property is currently 98% leased, the lease on the
property's largest tenant, GSA Department of Justice ('AAA', 31.4%
of net rentable area), expires in October of this year.  The
tenant is expected to sign an extension through May 2009 but may
move at the end of the extension period.
     
The top 10 loans have an aggregate outstanding balance of
$791.7 million (54.4%) and a weighted average DSC of 2.14x, up
from 2.02x at issuance.  The third-largest loan is on the
servicer's watchlist and was discussed above.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 exposures.  One was
characterized as "excellent," and the remaining properties were
characterized as "good."  

The credit characteristics of the Well REF Portfolio, 111 Eighth
Avenue, and Towne East Square Mall loans are consistent with those
of investment-grade obligations.  The credit characteristics of
the Houston Center loan are no longer consistent with those of an
investment-grade obligation.  Details of these loans are:

     -- The largest exposure in the pool, the Wells REF portfolio,
        has a trust balance of $145.0 million and a whole-loan
        balance of $350 million.  The whole loan consists of three
        pari passu notes, $145.0 million of which makes up 9.96%
        of the trust balance.  The whole loan is secured by nine
        class A office properties totaling 2.9 million sq. ft.
        located across five states and the District of Columbia.  
        Reported combined DSC was 3.71x as of year-end 2007, and
        occupancy was 100% as of January 2008, compared with a DSC
        of 3.55x and 100% occupancy at issuance.  Standard &
        Poor's adjusted net cash flow for this loan is comparable
        to its level at issuance.

     -- The second-largest exposure in the pool, the Houston
        Center loan, has a trust balance of $119.7 million (8.2%)
        and a whole-loan balance of $269.7 million.  The pari
        passu interest-only loan is secured by the fee interest in
        a 3.0 million-sq.-ft. office property in Houston, Texas.  
        Occupancy was 95% as of Dec. 31, 2007, and the year-end
        2007 DSC was 2.02x.  Standard & Poor's adjusted value for
        this loan is down 14% since issuance, primarily because of
        higher operating expenses.

     -- The sixth-largest exposure in the pool, the 111 Eighth
        Avenue loan, has a trust balance of $72.9 million (5.0%)
        and an original whole-loan balance of $500.0 million.  The
        A note currently totals $487.6 million and is split into
        five pari passu notes.  There is also a $25 million B note
        and a $25 million nonpooled junior participation, both
        held outside the trust.  The loan is collateralized by a
        first mortgage on a 16-story, 2.9 million-sq.-ft. office
        and telecom property in New York City.  Occupancy was 100%
        as of Dec. 31, 2007, and the year-end 2007 DSC was 2.31x.
        Standard & Poor's adjusted NCF has increased 21.5% since
        issuance.

     -- The Towne East Square Mall loan is the third-largest loan
        in the pool with a balance of $63.4 million (4.4%).  The
        loan is collateralized by 603,077 sq. ft. of a 1,171,048-
        sq.-ft. regional mall in Wichita, Kansas.  Overall mall
        occupancy was 94% as of Dec. 31, 2007, and the year-end
        2007 DSC was 1.35x.  Standard & Poor's underwritten NCF
        has been stable since issuance.

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
   
              Morgan Stanley Capital I Trust 2005-HQ5
           Commercial mortgage pass-through certificates

                        Rating
                        ------
           Class     To        From    Credit enhancement
           -----     --        ----    ------------------
           K         BB        BB+            2.75%
           L         BB-       BB             2.36%
           M         B+        BB-            1.96%
           N         B-        B+             1.70%
           O         CCC+      B              1.57%
           P         CCC       B-             1.31%

                         Ratings Affirmed
   
              Morgan Stanley Capital I Trust 2005-HQ5
           Commercial mortgage pass-through certificates
   
           Class     Rating            Credit enhancement
           -----     ------            ------------------
           A-1       AAA                     20.94%
           A-2       AAA                     20.94%
           A-3       AAA                     20.94%
           A-AB      AAA                     20.94%
           A-4       AAA                     20.94%
           A-J       AAA                     13.22%
           B         AA                      11.12%
           C         AA-                      9.81%
           D         A+                       8.77%
           E         A                        7.59%
           F         A-                       6.54%
           G         BBB+                     5.50%
           H         BBB                      4.58%
           J         BBB-                     3.14%
           X-1       AAA                       N/A
           X-2       AAA                       N/A


                      N/A -- Not applicable.


MSC 2006-SRR1: Moody's Affirms Ratings of 17 Classes of Notes
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 17 tranches of
Notes issued by MSC 2006-SRR1 as:

  -- MSC 2006-SRR1-A2 Segregated Portfolio $100,750,000 Class A2
     Variable Floating Rate Notes due 2046, affirmed at Aaa

  -- MSC 2006-SRR1-A2 Segregated Portfolio $5,303,000 Class A2-S
     Variable Floating Rate Notes due 2046, affirmed at Aa1

  -- MSC 2006-SRR1-B Segregated Portfolio $60,450,000 Class B    
     Variable Floating Rate Notes due 2046, affirmed at Aa2

  -- MSC 2006-SRR1-B Segregated Portfolio $3,182,000 Class B-S
     Variable Floating Rate Notes due 2046, affirmed at Aa3

  -- MSC 2006-SRR1-C Segregated Portfolio $40,300,000 Class C
     Variable Floating Rate Notes due 2046, affirmed at A2

  -- MSC 2006-SRR1-C Segregated Portfolio $2,121,000 Class C-S
     Variable Floating Rate Notes due 2046, affirmed at A3

  -- MSC 2006-SRR1-D Segregated Portfolio $21,700,000 Class D
     Variable Floating Rate Notes due 2046, affirmed at Baa1

  -- MSC 2006-SRR1-D Segregated Portfolio $1,142,000 Class D-S
     Variable Floating Rate Notes due 2046, affirmed at Baa2

  -- MSC 2006-SRR1-E Segregated Portfolio $12,400,000 Class E
     Variable Floating Rate Notes due 2046, affirmed at Baa2

  -- MSC 2006-SRR1-E Segregated Portfolio $653,000 Class E-S
     Variable Floating Rate Notes due 2046, affirmed at Baa3

  -- MSC 2006-SRR1-F Segregated Portfolio $13,175,000 Class F
     Variable Floating Rate Notes due 2046, affirmed at Baa3

  -- MSC 2006-SRR1-F Segregated Portfolio $693,000 Class F-S
     Variable Floating Rate Notes due 2046, affirmed at Ba1

  -- MSC 2006-SRR1-BIG Segregated Portfolio $11,625,000 Class G
     Variable Floating Rate Notes due 2046, affirmed at Ba1

  -- MSC 2006-SRR1-BIG Segregated Portfolio $12,400,000 Class H
     Variable Floating Rate Notes due 2046, affirmed at Ba2

  -- MSC 2006-SRR1-BIG Segregated Portfolio $10,850,000 Class J
     Variable Floating Rate Notes due 2046, affirmed at Ba3

  -- MSC 2006-SRR1-BIG Segregated Portfolio $7,750,000 Class K
     Variable Floating Rate Notes due 2046, affirmed at B1

  -- MSC 2006-SRR1-BIG Segregated Portfolio $7,750,000 Class L
     Variable Floating Rate Notes due 2046, affirmed at B2

Moody's is affirming the notes above due to overall stable pool
performance.

MSC 2006-SRR1 is a collateralized debt obligation backed by a
portfolio of synthetic CMBS Securities.  Currently, the
transaction has an aggregate credit default swap notional amount
of $620.0 million, the same as at issuance.  The total return swap
and credit default swap counterparty is Morgan Stanley Capital
Services Inc., whose parent, Morgan Stanley's senior unsecured Aa3
rating is on watch for possible downgrade; short term is P-1; and  
outlook is stable.

The reference portfolio of CMBS securities are from pools
securitized in 2004 (21.0%), 2005 (51.6%), and 2006 (27.4%).

The rating action reflects Moody's evaluation of the expected loss
associated with the Notes based on the current credit quality on
the underlying reference obligations considering the reduced time
to maturity, and the senior unsecured ratings of the swap
counterparty and the total return swap counterparty.


MW JOHNSON: Files Schedules of Assets and Liabilities
-----------------------------------------------------
M.W. Johnson Construction Inc. filed with the U.S. Bankruptcy
Court for the District of Minnesota, their schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $58,403,895                      
  B. Personal Property              3,996,826                  
  C. Property Claimed as                         
     Exempt                                      
  D. Creditors Holding
$51,574,592                               
     Secured Claims                                       
  E. Creditors Holding
101,013                                                                                             
     Unsecured Priority
     Claims                                               
  F. Creditors Holding                             2,997,889    
     Unsecured Non-priority
     Claims                                               
                                  -----------    -----------
     TOTAL                        $62,400,721    $54,673,496

Lakeville, Minnesota-based M.W. Johnson Construction Inc. --
http://www.mwjohnson.com/-- and M.W. Johnson Construction of   
Florida Inc. are custom homebuilders.  They filed their chapter 11
petition on June 13, 2008 (Bankr. D. Minn. Case Nos. 08-32874 and
08-32876).  Judge Robert J. Kressel presides over the case.  
Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed estimated assets of
between $50 million and $100 million and estimated debts of
between $50 million and $100 million.


NANOGEN INC: Stockholders Approve Debt Restructuring Proposal
-------------------------------------------------------------
The stockholders of Nanogen, Inc. approved all the proposals
presented for vote at the company's 2008 annual meeting of
stockholders, including the proposal to approve and ratify the
debt restructuring transaction completed in March 2008 in which
the company exchanged an aggregate of $12,917,000 in principal
amount of its 6.25% Senior Convertible Notes with the company's
9.75% Senior Secured Convertible Notes with an aggregate principal
amount of $15,500,400, the issuance of shares of common stock of
the company upon conversion of the notes and issuance of other
securities of the company pursuant to the terms of the debt
restructuring.

A copy of the company's proxy statement, wherein the proposals
presented and approved at the annual meeting are detailed, is
available for free at http://ResearchArchives.com/t/s?2f7b

San Diego, California-based Nanogen Inc. (NASDAQ: NGEN) --
http://www.nanogen.com/-- provides advanced diagnostic products.    
As of March 16, 2007, the company was developing several product
lines that directly target specific markets within the advanced
diagnostics field.  Its diagnostic technologies focus on the
identification of the nucleic acid sequences, gene variations and
gene expressions associated with both genetic conditions and
infectious diseases.  Nanogen has four categories of advanced
diagnostic technologies: molecular testing platforms molecular
reagents point-of-care tests and advanced genetic markers.  On
Feb. 6, 2006, Nanogen acquired the rapid cardiac immunoassay
point-of-care test business of Spectral Diagnostics Inc.  The
acquired products include rapid tests for levels of CKMB,
Myoglobin and Troponin, all of which are frequently used in
cardiac care.  On May 1, 2006, it completed the acquisition of the
diagnostics division of Amplimedical S.P.A.

                      Going Concern Doubt

Ernst & Young LLP, in San Diego, California, expressed substantial
doubt about Nanogen Inc.'s ability to continue as a going concern
after it audited the company's consolidated financial statements
ended Dec. 31, 2007 and 2006 (restated).  The auditing firm
pointed to the company's recurring operating losses, working
capital deficit and accumulated deficit of $400.6 million as of
Dec. 31, 2007.


NATIONAL RESIDENTIAL: Case Summary & One Unsecured Creditor
-----------------------------------------------------------
Debtor: National Residential Communities, LLC
        717 S. 8th St.
        Las Vegas, NV 89101

Bankruptcy Case No.: 08-17585

Chapter 11 Petition Date: July 11, 2008

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Ryan J. Works, Esq.
                  Email: rworks@mcdonaldcarano.com
                  McDonald Carano Wilson LLP
                  2300 W. Sahara Ave., Ste. 1000
                  Las Vegas, NV 89102
                  Tel: (702) 873-4100
                  Fax: (702) 873-9966
                  http://mcdonaldcarano.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

      http://bankrupt.com/misc/nvb08-17585.pdf


NBTY INC: Completes $371MM Acquisition of Leiner Health Assets
--------------------------------------------------------------
NBTY Inc. completed the purchase of substantially all of the
assets of Leiner Health Products Inc. for approximately
$371 million.  The terms of the Asset Purchase Agreement provide
for various working capital adjustments.

As reported in the Troubled Company Reporter on June 16, 2008, the
U.S. Bankruptcy Court for the District of Delaware authorized
Leiner Health Products Inc. and its debtor-affiliates to sell
substantially all of their assets to NBTY Acquisition LLC,
including the assumption and assignment of certain executory
contracts and unexpired leases.

As reported in the Troubled Company Reporter on June 12, 2008,
NBTY submitted the best and highest bid at an auction for the
purchase of substantially all of its assets on June 9, 2008.

NBTY is acquiring substantially all of Leiner's assets, including
its U.S. store brand vitamins, minerals and supplements products
as well as Vita Health Products Inc., Leiner's Canadian
subsidiary.

Moelis & Company LLC provided advisory services and Farrell Fritz,
P.C. provided legal advice in connection with the acquisition.

"The Leiner acquisition will further enhance our manufacturing
capabilities and dominant market presence as the worldwide leader
in the nutritional supplement industry," Scott Rudolph, NBTY
chairman and CEO, said.  "NBTY's history of successful strategic
acquisitions reflects our commitment to generating growth,
providing the highest quality service to our customers and
increasing shareholder value."

                      About Leiner Health

Based in Carson, California, Leiner Health Products Inc. --
http://www.leiner.com/-- manufacture and supply store brand
vitamins, minerals and nutritional supplements products, and over-
the-counter pharmaceuticals in the US food, drug and mass merchant
and warehouse club retail market.  In addition to their primary
VMS and OTC products, they provide contract manufacturing
services.  During the fiscal year ended March 31, 2007, the VMS
business comprised approximately 61% of net sales.  On March 20,
2007, they voluntarily suspended the production and distribution
of all OTC products manufactured, packaged or tested at its
facilities in the US.

                        ABOUT NBTY Inc.

Headquartered in Bohemia, New York, NBTY Inc. (NYSE: NTY) --
http://www.NBTY.com/-- manufactures, markets and distributes line  
of quality nutritional supplements in the United States and
throughout the world.  Under a number of NBTY and third party
brands, the company offers over 22,000 products.

                           *     *     *

As reported in the Troubled Company Reporter on June 4, 2008,
Standard & Poor's Ratings Services said that there would be no
immediate impact on NBTY Inc.'s (BB/Stable/--) ratings or outlook
following the company's announcement that it entered into an Asset
Purchase Agreement for the purchase of substantially all of the
assets of Leiner Health Products Inc.(unrated).  


WESTERN NONWOVENS: Case Summary & 35 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Western Nonwovens, Inc.
             966 E. Sandhill Avenue
             Carson, CA 90746

Bankruptcy Case No.: 08-11435

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Western Synthetic Fiber, Inc.              08-11436

        Bonded Fiberloft, Inc.                     08-11437

        Reliance Products, Inc.                    08-11438

        Paltex Incorporated                        08-11439

        Mid-America Fiber Company, Inc.            08-11440

        Florida Nonwovens, Inc.                    08-11441

        Utah Nonwovens, Inc.                       08-11442

Type of Business: With nine manufacturing sites located throughout
                  the country, the Lead Debtor operates
two                    
                  independent business divisions: Industrial  
                  Nonwovens Division: a dry-laid nonwoven
                  manufacturer with thermal bond, resin bond, and
                  needlepunch technologies deployed nationwide;
                  and Performance Insulation Division: applies a
                  unique continuous filament manufacturing process
                  for producing insulation materials.  See
                  http://www.westernnonwovens.com/

Chapter 11 Petition Date: July 14, 2008

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Laura Davis Jones, Esq.
                  Email: ljones@pszjlaw.com
                  Michael Seidl, Esq.
                  Email: mseidl@pszyj.com
                  
                  Pachulski Stang Ziehl & Jones LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  http://pszjlaw.com/

Western Nonwovens, Inc.'s Financial Condition:

Estimated Assets:  $1 million to $10 million

Estimated Debts: $50 million to $100 million

The Debtors' Consolidated List of 35 Largest Unsecured Creditors
is available for free at:

      http://bankrupt.com/misc/deb08-11435.pdf


OAKRIDGE HOMES: Sec. 341(a) Meeting Set for July 24
---------------------------------------------------
The United States Trustee for Region 16 will convene a meeting of
Oakridge Homes, LLC's creditors at 1:00 p.m., on July 24, 2008, at
21051 Warner Center Lane, No. 105, Woodland Hills, Calif.  This is
the first meeting of creditors required under Section 341(a) of
the Bankruptcy Code in all bankruptcy cases.

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

Based in Valencia, Calif., Oakridge Homes, LLC is a homebuilder.
The company filed for Chapter 11 on June 13, 2008 (C.D. Calif.
Case No. 08-13977).  Ron Bender, Esq., represents the Debtor as
counsel.  When the Debtor filed for bankruptcy protection, it
listed estimated assets of between $10 million and $50 million,
and estimated debts of between $10 million and $50 million.


PALM RIDGE: Sec. 341(a) Meeting Set for August 4
------------------------------------------------
The United States Trustee for Region 16 will convene a meeting of
Palm Ridge, LLC's creditors at 2:30 p.m., on Aug. 4, 2008, at 3420
Twelfth Street, Room 10A, Riverside, Calif.   This is the first
meeting of creditors required under Section 341(a) of the
Bankruptcy Code in all bankruptcy cases.

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

Based in Palm Springs, Calif. Palm Ridge, LLC is engaged in the
real estate business.  The company filed a petition for Chapter 11
on June 23, 2008 (C.D. Calif. Case No. 08-17547).  Shaun M.
Murphy, Esq., at Slovak Baron & Empey LLP, represents the Debtor
as counsel.  When the Debtor filed for protection from its
creditors, it listed estimated assets of between $10 million and
$50 million, and estimated debts of between $10 million and
$50 million.


PIERRE FOODS: Files for Bankruptcy, Obtains $35MM Oaktree Facility
------------------------------------------------------------------
Pierre Foods, Inc. and its subsidiaries filed voluntary petitions
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware to
restructure its debt.

The company intends to work with all of its constituencies to
reach mutually acceptable resolutions and to exit bankruptcy as
expeditiously as possible.  Pierre's operations are expected to
continue as normal throughout the bankruptcy process and while the
company executes on its reorganization plans.

Christopher Scinta of Bloomberg News citing papers filed with the
Court, says that the company listed assets of $500 million to
$1 billion, and debts of $100 million to $500 million

"As a result of rising raw material prices experienced throughout
our industry, it is necessary for Pierre Foods to create a capital
structure more appropriate for both our operations and the current
marketplace," said Norbert Woodhams, Chief Executive Officer of
Pierre Foods.  "We have taken and will continue to take steps to
strengthen and streamline operations and right-size Pierre's cost
structure in order to avoid placing the burden of our inflated raw
materials costs solely on our customers.  After careful
consideration of all available alternatives, the Company's Board
of Directors determined that filing for Chapter 11 was a necessary
and prudent step that allows us to operate our business without
interruption while continuing to implement a debt restructuring in
a controlled, Court-supervised environment."

                  $35 Million Oaktree Financing

In conjunction with the filing, the Company has received a
commitment for up to $35 million of debtor-in-possession financing
from certain funds managed by Oaktree Capital Management L.P.   
Upon court approval, the financing, combined with cash from
operations, will be used to fund the Company's ongoing operations
including payment of employee wages and benefits and payments to
vendors for both goods and services provided during the Chapter 11
case.  In addition, the Company has commenced restructuring
discussions with affiliates of Oaktree that may involve the
conversion of debt of the Company into equity through a plan of
reorganization, which would result in material deleveraging of the
Company's balance sheet.

Several of the recent actions taken by the Company to improve its
liquidity, conserve cash, optimize profitability and right-size
its cost structure include supporting more efficient inventory
management by eliminating product duplication and unprofitable
product lines and implementing new strategies for increasing
inventory turns; streamlining the Company's organizational
structure and focusing on profitable business ventures; enhancing
customer service; and investing in research to focus on supporting
profitable initiatives for customers and employees.

Mr. Woodhams continued, "Filing for Chapter 11 is never an easy
decision, however, we view this process as an important step in
our ongoing strategic restructuring. We expect to emerge from
bankruptcy as a stronger, more competitive company, well
positioned for growth and enhanced profitability.  We are proud of
the consistent quality of our products, our valued customer
relationships and the high level of service we provide.  Finally,
we are grateful to all of our employees for their hard work,
loyalty and dedication to Pierre Foods."

                   Alvarez, Kurtzman On Board

Pierre has retained Alvarez & Marsal, a restructuring and
corporate advisory firm, to assist the Company throughout the
restructuring process.

Pierre has also employed Kurtzman Carson Consultants LLC as claims
agent.

                Wachovia Payment Blockage Notice

On July 7, 2008, Pierre received a notice from Wachovia Bank,
National Association, as administrative agent, under the credit
agreement dated June 30, 2004, among Pierre Merger Corp., as the
initial borrower, Pierre, as the successor borrower, Wachovia, as
administrative agent, swing line lender, an L/C issuer, and
collateral agent, Wachovia Capital Markets, LLC and Banc of
America Securities LLC, as joint lead arrangers and book-running
managers, and the lenders party thereto of an event of default
for non-payment of interest that became due and payable on June
30, 2008.

As a result of the event of default under the credit Agreement, on
July 8, 2008, Wachovia delivered a payment blockage notice to
Pierre and U.S. Bank National Association, the trustee under its
Indenture dated June 30, 2004, among Pierre, the Guarantors named
therein and U.S. Bank National Association, as trustee.

The payment blockage notice prohibits Pierre from making any
payment or distribution of any of its assets on account of the
obligations with respect to the senior subordinated notes issued
under the Indenture or on account of the purchase, redemption or
other acquisition of the notes, including, without limitation, the
interest payment to the noteholders scheduled for July 15, 2008.

                      Moody's 'Ca/LD' Rating

Moody's Investors Service lowered the probability of default
rating for Pierre to Ca/LD from Ca based on the fact that there is
an Event of Default for non-payment of interest under Pierre
Foods, Inc.'s bank credit agreement.

The company's other long-term ratings, including its corporate
family rating of Ca, are unchanged. LGD assessments are subject to
adjustment.  Pierre's speculative grade liquidity rating of SGL-4
is affirmed.  All long-term ratings remain under review for
possible downgrade.

Rating lowered:

  -- Probability of default rating to Ca/LD from Ca

Ratings unchanged:

  -- Corporate family rating at Ca

  -- $40 million senior secured revolving credit facility
maturing       
     2009 at Caa3

  -- $227 million senior secured term loan facility maturing 2010
     at Caa3

  -- $125 senior subordinated notes maturing 2012 at C

Rating affirmed:

Speculative Grade Liquidity rating at SGL-4

On July 7th, Pierre received a notice of an Event of Default from
the agent for its syndicated bank agreement related to the non-
payment of interest due on June 30, 2008. The lenders under the
bank credit agreement have not accelerated the debt. However, on
July 8th, the agent for the bank lenders delivered a Payment
Blockage Notice to Pierre and to the Trustee under Pierre's June
30, 2004 senior subordinated indenture.

The Payment Blockage Notice prohibits Pierre from making any
payment or distribution of assets on account of the senior
subordinated obligations, including the interest payment scheduled
for July 15, 2008.

Should Pierre not make the interest payment under its senior
subordinated notes within the grace period, or should the bank
lenders accelerate Pierre's bank debt, Moody's expects to lower
the company's probability of default rating to D.

In Moody's press release of July 1, 2008, Moody's expressed
concern that, in the absence of restructured bank facilities that
will allow the company to borrow under its revolving credit
agreement or in the absence of new financing arrangements,
Pierre's liquidity will continue to erode and it may have to file
for bankruptcy protection.

Pierre's SGL-4 rating incorporates the default under the bank
agreement and the expected very weak operating profitability and
liquidity over the next 12 months.

Moody's continuing review will focus on Pierre's liquidity and on
the potential for a sale of the company or a bankruptcy filing.

Revenues for fiscal year ended March 1, 2008 were approximately
$643 million. The company was purchased by Madison Dearborn
Partners and certain members of Pierre's management on June 30,
2004.

                  Standard & Poor's 'D' Rating

Standard & Poor's Ratings Services lowered its ratings on Pierre.
S&P lowered the corporate credit rating to 'D' from 'CCC+', and
the rating on the

senior secured bank loan to 'D' from 'B-'. At the same time, S&P
lowered the rating on Pierre's senior subordinated notes to 'CC'
from 'CCC-'.  All ratings are removed from CreditWatch, where they
were placed with developing implications on June 3, 2008,
following a violation of the financial covenants under Pierre's
bank credit agreement.

"The downgrades follow Pierre's announcement that it was in
default on its bank credit agreement for nonpayment of interest
that was due and payable on June 30, 2008," said Standard & Poor's
credit analyst Rick Joy.  In addition, the company has received a
payment blockage notice from its senior secured lenders as a
result of the default, and will likely be unable to make the
scheduled interest payment to its subordinated noteholders due on
July 15, 2008. Should the company fail to make the scheduled
interest payment on its subordinated note, S&P will lower the
rating on these notes to 'D'.

The recovery ratings on Pierre's secured issues are revised to '3'
from '2', indicating S&P's expectation that the senior secured
lenders can expect meaningful recovery (50%-70%). The recovery
rating on Pierre's $125 million senior unsecured notes due 2012
remains a '6', indicating our expectation for negligible recovery
(0%-10%). The company has stated that its senior secured lenders
have not accelerated the repayment of indebtedness under the
credit facility and the company is continuing to pursue and
consider various strategic and restructuring alternatives.

                      About Pierre Foods

Headquartered in Cincinnati, Ohio, Pierre Foods Inc. --
http://www.pierrefoods.com-- manufactures and sells ready-to-cook  
and pre-cooked products.

As reported in the Troubled Company Reporter on June 19, 2008,
Pierre reported a $274.88 million working capital deficit, the
difference between $146.48 million in current assets and
$421.36 million in current liabilities, for the fiscal year
ended March 1, 2008.

                          *    *    *

As reported in the Troubled Company Reporter on July 3, 2008,
Moody's Investors Service lowered Pierre's  long-term ratings,
including its corporate family rating and probability of
default rating to Ca from Caa2.  All long-term ratings remain
under review for further possible downgrade.  LGD assessments are
also subject to adjustment.

This rating action is based on Moody's concern that, in the
absence of restructured bank facilities that will allow the
company to borrow under its revolving credit agreement or in the
absence of new financing arrangements, Pierre's liquidity will
continue to erode and it may have to file for bankruptcy
protection.


PIERRE HOLDING: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Pierre Holding Corp.
             aka Noble Power Partners, LLC
             9990 Princeton Rd.
             Cincinnati, OH 45246

Bankruptcy Case No.: 08-11469

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Pierre Holding Corp.                       08-11469
        Chef's Pantry, Inc.                        08-11473
        Clovervale Farms, Inc.                     08-11475
        Clovervale Transportation, Inc.            08-11476
        PF Management, Inc.                        08-11477
        Fresh Foods Properties, LLC                08-11478
        Pierre Real Property, LLC                  08-11479
        Pierre Foods, Inc.                         08-11480
        Warfighter Foods, LLC                      08-11481
        Zartic, LLC                                08-11482
        Zartic Real Property, LLC                  08-11483
        Zar Tran, LLC                              08-11486
        Zar Tran Real Property, LLC                08-11487

Type of Business: The Debtors manufactures prepared meats.

Chapter 11 Petition Date: July 15, 2008

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: Paul Noble Heath, Esq.
                     Email: heath@rlf.com
                  Richards, Layton & Finger
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  http://www.rlf.com/

Pierre Holding Corp's Financial Condition:

Estimated Assets: $500,000,000 to $1,000,000,000

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

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
U.S. National Bank Association notes                 $125,000,000
(Bond Trustee)
Attn: Mr. Richard Prokosch
60 Livingston Ave.
St. Paul, MN 55107
Tel: (651) 495-3918
Fax: (651) 495-8097

Interstate Warehouse           trade                 $2,825,707
Distribution
Attn: Larry Tippmann
Tel: (513) 874-6500
Fax: (513) 874-6775

Archer Daniels Midland Co.     trade                 $2,523,565
Attn: Ron Cardwell
4666 Fairies Pkwy.
Decatur, IL 62525
Tel: (800) 637-5866
     2319 (ext.)

Eastern Poultry Distributors,  trade                 $2,417,600
Inc.
Attn: Henry Buzgon
2699 Stirling Rd., Ste. C407
Ft. Lauderdale, FL 33312
Tel: (954) 983-6211

Butler County Treasurer        tax                   $1,593,752
Attn: Nancy Nix
315 High St., 10th Fl.
P.O. Box 5002
Hamilton, OH 45011
Tel: (513) 887-3181
Fax: (513) 887-3172

Cargill, Inc.                  trade                 $1,019,825
P.O. Box 5762
Minneapolis, MN 55440
Tel: (800) 292-1690

Temple Inland                  trade                 $921,927
Attn: Brian Small
912 Nelbar St.
Middletown, OH 45042
Tel: (513) 425-0830
Fax: (513) 425-0539

Biscayne Foods, Inc.           trade                 $914,800
Attn: Stuart Appel
3200 N. Federal Hwy., Ste. 110
Boca Raton, FL 33431
Tel: (561) 391-2900
Fax: (561) 391-2670

United Sugars Corp.            trade                 $619,671
Attn: K. Jacobs
524 C. Ave.
Moorehead, MN 56560
Tel: (888) 391-7072
Fax: (218) 236-4306

Southeastern Mills, Inc.       trade                 $475,809
Attn: Carolyn Simcox
1 Douglas St.
Rome, GA 30161
Tel: (800) 334-4468
     379 (ext.)
Fax: (706) 378-8366

TJ Harkins BCB, Inc.           trade                 $410,130
4584 Paysphere Circle
Chicago, IL 60674
Tel: (630) 350-2345
Fax: (630) 350-2348

Texican Industrial Energy, LLC utilities             $397,007
P.O. Box 1359
Tomball, TX 77377
Tel: (404) 231-1165

Duke Energy                    utilities             $361,011
Attn: Dean Sprague
P.O. Box 9001076
Louisville, KY 40290
Tel: (513) 287-4717

Golden Foods/Golden Brands     trade                 $354,446
Dept. 8072
Carol Stream, IL 60122

Genesis Baking Co.             trade                 $309,585
P.O. Box 348
Norwalk, OH 44857
Tel: (419) 663-6432
     220 (ext.)

Kraft Food Ingredients         trade                 $284,633
22585 Network Place
Chicago, IL 60673
Tel: (901) 381-6500

Genpak                         trade                 $268,841
285 Industrial Pkwy. S.
Aurora, CN
L4G3V8
Tel: (905) 727-0121
Fax: (905) 727-1066

Americraft Carton-Memphis      trade                 $236,061

Echo Lake Farm Produce         trade                 $229,480

Swift & Co.                    trade                 $213,992

BP Canada Energy Marketing     utilities             $208,336
Corp.

Cryovac                        trade                 $204,000

Overton Distributors           trade                 $201,650

Griffith Laboratories USA,     trade                 $193,260
Inc.

Butler County Environmental    utilities             $192,658
Services

Land O Frost                   trade                 $186,369

Americold Logistics            trade                 $181,505

Algood Food Co.                trade                 $179,200

Skidmore Sales & Distributing  trade                 $174,592


PIERRE FOODS: Bankruptcy Filing Cues S&P's Default Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Pierre
Foods Inc.'s (D/--/--) 9.875% senior subordinated notes due 2012
to 'D' from 'CC'.  "The downgrade follows Pierre's announcement
that it has voluntarily filed for protection under Chapter 11 of
the U.S. Bankruptcy Code in Delaware," said Standard & Poor's
credit analyst Rick Joy.  The Cincinnati, Ohio-based company
stated that it will continue to operate while it restructures its
balance sheet.  Certain funds managed by Oaktree Capital
Management L.P. have agreed to provide Pierre with up to
$35 million of debtor-in-possession financing, which is currently
subject to court approval.
     
The issue-level rating on Pierre's senior secured credit facility
is 'D', the same level as the corporate credit rating on the
company.  The recovery ratings on this debt remains '3',
indicating S&P's expectation that the senior secured lenders can
expect meaningful recovery (50%-70%) in the reorganization
process.  The issue-level rating on the company's senior
subordinated notes is 'D', the same level as the corporate credit
rating.  The recovery rating on this debt remains '6', indicating
our expectation that the subordinated lenders can expect
negligible recovery (0-10%) in the reorganization process.


RESTRUCTURED ASSET: S&P Lifts $25MM Certs. Rating to AA from BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on
Restructured Asset Securities with Enhanced Returns (RACERS)
Series 2005-13-C Trust's $25 million series CFC certificates to
'AA' from 'BB+' and removed it from CreditWatch, where it was
placed with developing implications on May 7, 2008.
     
The rating action reflects the July 1, 2008, upgrades of
Countrywide Financial Corp. and its affiliates and the removal of
the ratings from CreditWatch with developing implications.
     
Restructured Asset Securities with Enhanced Returns (RACERS)
Series 2005-13-C Trust's series CFC certificates is a credit-
linked note transaction.  The rating on the certificates issued by
the trust is based on the lower of (i) the rating assigned to the
reference obligation for the class, Countrywide Home Loans Inc.'s
5.625% medium-term notes series K due July 15, 2009 ('AA'); and
(ii) the rating assigned to the underlying securities: the
$5 million Capital One Multi-Asset Execution Trust's class A notes
(series 2003-3) ('AAA'); and (iii) the $20 million currently held
in cash that may be invested in additional underlying securities
subject to rating agency confirmation.


RIVER ELKS: Sec. 341(a) Meeting Set for July 29
-----------------------------------------------
The United States Trustee for Region 14 will convene a meeting of
River Elks, LLC's creditors at 2:30 p.m., on July 29, 2008, at the
U.S. Trustee Meeting Room, 230 N. First Avenue, Suite 102,
Phoenix, Ariz.  This is the first meeting of creditors required
under Section 341(a) of the Bankruptcy Code in all bankruptcy
cases.

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

Based in Scottsdale, Ariz., River Elks, LLC is a real estate
developer.  The company filed a petition for Chapter 11 on
June 18, 2008 (D. Ariz. Case No. 08-07340).  Joel F. Newell, Esq.,
at Carmichael & Powell, P.C., represents the Debtor as counsel.
When the Debtor filed for protection from its creditors, it listed
total assets of $12,580,050, and total debts of $9,053,589.


SERVICE CORP: S&P's 'BB' Rating Unmoved by Stewart Offer
--------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Service Corp. International Inc. (BB/Stable/--) are not currently
affected by its disclosure that its offer to acquire Stewart
Enterprises Inc. (BB-/Stable/--) and request for access to perform
due diligence was rejected by Stewart's management.  At this
point, S&P cannot discern if Stewart's management and the board of
directors will ultimately grant Service Corp. access to
information or accept its offer.
     
The disclosure states that the offer would be for at least $9.50 a
share, which would be a 35% premium over the 50-day average per
share closing price.  With access to information, Service Corp.
believes that it will be able to increase its offer to a range of
$10.25 to $11.25 per share, which represents a premium of 46% to
60% over the 50-day average closing price per share.  The offer
would be all cash.  
     
If Service Corp. enters into a definitive agreement with Stewart
Enterprises, S&P would review the terms of the proposed
transaction as they become available and respond to them as
appropriate.


SPECTRUM BRANDS: Fitch's Rating Unmoved by Terminated Salton Deal
-----------------------------------------------------------------
Following the announcement that Spectrum Brands and Salton Inc has
mutually agreed to terminate the definitive agreement for the sale
of the Company's global pet supply business, Fitch Ratings takes
no action on Spectrum.  Fitch rates Spectrum as:

  -- Issuer Default Rating 'CCC';
  -- $1 billion term loan B 'B/RR1'
  -- $225 million ABL 'B/RR1'
  -- EUR350 million term loan 'B/RR1'
  -- $700 million 7.4% senior sub note, 'CCC-/RR5'
  -- $2.9 million 8.5% senior sub note, 'CCC-/RR5'
  -- $347 million 11.25% variable rate toggle senior sub note,
     'CCC-/RR5'

The Rating Outlook is Negative.

Fitch views the termination as basically credit neutral.  The pet
food segment represented approximately a third of Spectrum's
EBITDA before corporate overhead and is a steady year-round
performer which improves the company's earning quality.  
Furthermore, Fitch has noted earlier that while debt balances
would have declined with the segment's sale, credit metrics on a
pro-forma basis were only marginally improved.  In the near-term
Spectrum has enough liquidity to operate its business and service
its debt.

Fitch will continue reviewing Spectrum's performance going forward
to gain a better understanding of the company, given that it
remains focused on improving its capital structure.

Spectrum is a global branded consumer products company with
operations in seven product categories: consumer batteries; lawn
and garden; pet supplies; electric shaving and grooming; household
insect control; electric personal care products; and portable
lighting.


TABERNA PREFERRED: Fitch Places Three Notes Rating on Neg. Watch
----------------------------------------------------------------
Fitch Ratings has placed these notes of TABERNA Preferred Funding
II, Ltd. on Rating Watch Negative:

  -- $75,898,603 class C-1 'B-';
  -- $26,761,313 class C-2 'B-';
  -- $15,455,354 class C-3 'B-'.

Taberna II is a static collateralized debt obligation supported by
a portfolio of trust preferred securities and subordinated debt
issued by subsidiaries of real estate investment trusts, real
estate operating companies, homebuilders and specialty finance
companies, as well as commercial mortgage-backed securities.  Of
the total portfolio, approximately 96.9% is comprised of trust
preferred securities and subordinated debt and approximately 3.1%
of CMBS.  The collateral was selected and is monitored by Taberna
Capital Management LLC.

Fitch's rating actions reflect heightened concern related to
continued negative portfolio credit migration, as well as
additional default activity.

Based on Fitch's public and shadow ratings, the average credit
quality of Taberna II remains in the 'B-/CCC+' range, although
there has been negative credit migration since Fitch's last
review.  Currently, 45.3% of the portfolio is publicly or shadow
rated 'CCC+' or below. Approximately 3.9% of the portfolio has
experienced negative rating migration since Fitch's last review
and 17.6% of the underlying collateral is currently on Rating
Watch Negative or has a Negative Rating Outlook.

Taberna II currently has seven assets deemed to be in default per
the transaction's trustee report, representing approximately 20.7%
of the portfolio. Six of the seven exposures were treated as
defaulted for the purposes of Fitch's previous review of the
transaction.  Given the rapidly evolving credit pressures facing
mortgage REITs and homebuilders, Fitch treated exposures rated or
shadow rated 'CC' or lower as defaulted with 100% severity in an
effort to anticipate future collateral defaults.  Trustee-report
asset defaults caused the failure of the class A/B, C, D, E and F
overcollateralization tests.  As of the last payment date,
approximately $5.2 million of interest proceeds were diverted to
pay down the principal of the class A-1A, A-1B and A-1C notes pro
rata due to the breach of the class A/B OC test.

As announced on July 1, 2008, Fitch is in the process of examining
its default probability assumptions with respect to assets with
maturities in excess of 10 years.  Resolution of the current
Rating Watch Negative status will consider the potential
implications of a revised term structure of default probabilities
for long-dated assets, as well as any additional credit migration
with respect to the underlying portfolio, or any credit risk sales
undertaken by the asset manager.  Absent changes to Fitch's
default probability assumptions or further collateral
deterioration or credit risk sales, the ratings of the class C-1,
C-2 and C-3 notes will likely be downgraded to the 'CCC' rating
category.

The ratings of the class C-1, C-2 and C-3 notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
aggregate principal amount by the stated maturity date.  Periodic
payments on the notes are distributed on a quarterly basis in
February, May, August and November until the stated maturity on
Nov. 5, 2035.


TABERNA PREFERRED: S&P Puts Rating on $46.08MM Notes at Neg. Watch
------------------------------------------------------------------
Fitch Ratings has placed these notes of TABERNA Preferred Funding
III, Ltd. on Rating Watch Negative:

  -- $36,933,179 class C-1 'BB';
  -- $52,780,911 class C-2 'BB';
  -- $46,080,796 class D 'B-'.

Taberna III is a static collateralized debt obligation supported
by a portfolio of trust preferred securities and subordinated debt
issued by subsidiaries of real estate investment trusts, real
estate operating companies, homebuilders and specialty finance
companies, as well as commercial mortgage-backed securities.  Of
the total portfolio, approximately 96.9% is comprised of trust
preferred securities and subordinated debt and approximately 3.1%
of CMBS.  The collateral was selected and is monitored by Taberna
Capital Management LLC.

Fitch's rating actions reflect heightened concern related to
continued negative portfolio credit migration, as well as
additional default activity.

Based on Fitch's public and shadow ratings, the average credit
quality of Taberna III remains in the 'B/B-' range, although there
has been negative credit migration since Fitch's last review.  
Currently, 34.84% of the portfolio is publicly or shadow rated
'CCC+' or below.  Approximately 5.2% of the portfolio has
experienced negative rating migration since Fitch's last review
and 3.8% of the portfolio has experienced positive rating
migration.  Approximately 14.8% of the underlying collateral is
currently on Rating Watch Negative or has a Negative Rating
Outlook.

Taberna II currently has four assets deemed to be in default per
the transaction's trustee report, representing approximately 15.2%
of the portfolio.  Two of the four exposures were treated as
defaulted for the purposes of Fitch's previous review of the
transaction.  Given the rapidly evolving credit pressures facing
mortgage REITs and homebuilders, Fitch treated exposures rated or
shadow rated 'CC' or lower as defaulted with 100% severity in an
effort to anticipate future collateral defaults.  Trustee-reported
asset defaults caused the failure of the class A/B, C, D and E
overcollateralization tests.  As of the last payment date,
approximately $4.2 million of interest proceeds were diverted to
pay down the principal of the class A-1A and A-1C notes pro rata
due to the breach of the class A/B OC test.

As announced on July 1, 2008, Fitch is in the process of examining
its default probability assumptions with respect to assets with
maturities in excess of 10 years.  Resolution of the current
Rating Watch Negative status will consider the potential
implications of a revised term structure of default probabilities
for long-dated assets, as well as any additional credit migration
with respect to the underlying portfolio, or any credit risk sales
undertaken by the asset manager.  Absent changes to Fitch's
default probability assumptions or further collateral
deterioration or credit risk sales, the ratings of the class C-1
and C-2 notes will likely be downgraded to the 'B' rating category
and the rating of the class D notes will likely be downgraded to
the 'CCC' rating category.

The ratings of the class C-1, C-2 and D notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
aggregate principal amount by the stated maturity date.  Periodic
payments on the notes are distributed on a quarterly basis in
February, May, August and November until the stated maturity on
Feb. 5, 2036.


TABERNA PREFERRED: Fitch Puts Five Low-B Ratings Under Neg. Watch
-----------------------------------------------------------------
Fitch Ratings has placed these notes of TABERNA PREFERRED FUNDING
IV, LTD./Inc. on Rating Watch Negative:

  -- $303,535,490 class A-1 'AA+';
  -- $50,000,000 class A-2 'AA-';
  -- $20,000,000 class A-3 'A+';
  -- $81,450,000 class B-1 'A';
  -- $7,000,000 class B-2 'A';
  -- $45,516,994 class C-1 'BB+';
  -- $20,312,350 class C-2 'BB+';
  -- $35,550,638 class C-3 'BB+';
  -- $21,709,379 class D-1 'B-';
  -- $13,505,980 class D-2 'B-.

Taberna IV is a static collateralized debt obligation supported by
a portfolio of trust preferred securities and subordinated debt
issued by subsidiaries of real estate investment trusts, real
estate operating companies, homebuilders and specialty finance
companies, as well as senior debt securities and commercial
mortgage-backed securities.  Of the total portfolio, approximately
85.9% is comprised of trust preferred securities and subordinated
debt, approximately 11.1% of senior debt securities and 3% of
CMBS.  The collateral was selected and is monitored by Taberna
Capital Management LLC.

Fitch's rating actions reflect heightened concern related to
continued negative portfolio credit migration, as well as
additional default activity.

Based on Fitch's public and shadow ratings, the average credit
quality of Taberna IV migrated to the 'B/B-' range from the 'B+/B'
range at the time of Fitch's last review.  Currently, 25.6% of the
portfolio is currently publicly or shadow rated 'CCC+' or below as
compared to 26.2% at last review.  However, approximately 7.6% of
the portfolio has experienced negative rating migration since
Fitch's last review.  In addition, 26.5% of the underlying
collateral is currently on Rating Watch Negative or has a Negative
Rating Outlook.

Taberna IV currently has five assets deemed to be in default per
the transaction's trustee report, representing approximately 15.0%
of the portfolio.  Three of the five exposures were treated as
defaulted for the purposes of Fitch's review of the transaction.  
Given the rapidly evolving pressures facing mortgage REITs and
homebuilders, Fitch treated exposures rated or shadow rated 'CC'
or lower as defaulted with 100% severity in an effort to
anticipate future collateral defaults.  Trustee-reported asset
defaults caused the failure of the class A/B, C, D and E
overcollateralization tests.  As of the last payment date,
approximately $3.9 million of interest proceeds were diverted to
pay down the principal of the class A-1 notes due to the breach of
the class A/B OC test.

As announced on July 1, 2008, Fitch is in the process of examining
its default probability assumptions with respect to assets with
maturities in excess of 10 years.  Resolution of the current
Rating Watch Negative status will consider the potential
implications of a revised term structure of default probabilities
for long-dated assets, as well as any additional credit migration
with respect to the underlying portfolio, or any credit risk sales
undertaken by the asset manager.  Absent changes to Fitch's
default probability assumptions or further collateral
deterioration or credit risk sales, the ratings of the classes
notes placed on Rating Watch Negative will likely be downgraded as
follows: class A-1 and A-2 to the 'A' rating category; class A-3
to the 'BBB' rating category; class B-2 to the 'BB' rating
category; class C-1, C-2 and C-3 to the 'B' rating category; and
class D-1 and D-2 to the 'CCC' rating category.

The ratings of the class A-1, A-2, A-3, B-1 and B-2 notes address
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the aggregate principal amount by the stated maturity date.  The
ratings of the class C-1, C-2, D-1 and D-2 notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
aggregate principal amount by the stated maturity date.  Periodic
payments on the notes are distributed on a quarterly basis in
February, May, August and November until the stated maturity on
May 5, 2036.


TABERNA PREFERRED: Portfolio Credit Worries Cue Fitch's Neg. Watch
------------------------------------------------------------------
Fitch Ratings has placed these notes of TABERNA Preferred Funding
V, LTD./Inc. on Rating Watch Negative:

  -- $96,290,408 class A-1LA 'AAA';
  -- $240,726,021 class A-1LAD 'AAA';
  -- $60,000,000 class A-1LB 'AA+';
  -- $90,000,000 class A-2L 'A+';
  -- $51,392,240 class A-3L 'B';
  -- $36,148,183 class A-3FV 'B';
  -- $25,831,501 class A-3FX 'B'.

Taberna V is a static collateralized debt obligation supported by
a portfolio of trust preferred securities and subordinated debt
issued by subsidiaries of real estate investment trusts, real
estate operating companies, homebuilders and specialty finance
companies, as well as senior debt securities and commercial
mortgage-backed securities.  Of the total portfolio, approximately
89.2% is comprised of trust preferred securities and subordinated
debt, approximately 3.8% of senior debt securities and 7.1% of
CMBS.  The collateral was selected and is monitored by Taberna
Capital Management LLC.

Fitch's rating actions reflect heightened concern related to
continued negative portfolio credit migration, as well as
additional default activity.

Based on Fitch's public and shadow ratings, the average credit
quality of Taberna V remains in 'B/B-' range since the time of
Fitch's last review.  Currently, 24.6% of the portfolio is
publicly or shadow rated 'CCC+' or below as compared to 25.1% at
last review.  However, approximately 7.9% of the portfolio has
experienced negative rating migration since Fitch's last review
and 29.1% of the underlying collateral is currently on Rating
Watch Negative or has a Negative Rating Outlook.

Taberna V currently has five assets deemed to be in default per
the transaction's trustee report, which totals $125.6 million or
approximately 18.1% of the portfolio.  Three of the five exposures
were treated as defaulted for the purposes of Fitch's previous
review of the transaction.  Additionally, one security, which was
previously classified as defaulted, underwent a distressed debt
exchange increasing its notional to $32 million from $25.6
million.  While the notional amount of this security increased,
Fitch views it as highly speculative.  

Given the rapidly evolving credit pressures facing mortgage REITs
and homebuilders, Fitch treated exposures rated or shadow rated
'CC' or lower as defaulted with 100% severity in an effort to
anticipate future collateral defaults.  Trustee-reported asset
defaults caused the failure of the class A-2L, A-3, B-1L and B-2
overcollateralization tests.  As of the last payment date,
approximately $3.5 million of interest proceeds were diverted to
pay down the principal of the class A-1LA and A-1LAD notes, pro
rata, due to the breach of the class A/B OC test. .

As announced on July 1, 2008, Fitch is in the process of examining
its default probability assumptions with respect to assets with
maturities in excess of 10 years.  Resolution of the current
Rating Watch Negative status will consider the potential
implications of a revised term structure of default probabilities
for long-dated assets, as well as any additional credit migration
with respect to the underlying portfolio, or any credit risk sales
undertaken by the asset manager.  Absent changes to Fitch's
default probability assumptions or further collateral
deterioration or credit risk sales, the ratings of the classes of
notes placed on Rating Watch Negative will likely be downgraded as
follows: class A-1LA and A-1LAD to the 'AA' rating category; class
A-1LB to the 'A' rating category; class A-2L to the 'BBB' rating
category; and class A-3L, A-3FV and A-3FX to the 'CCC' rating
category.

The ratings of the class A-1LA, A-1LAD and A-1LB notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
principal amount by the stated maturity date.  The ratings of the
class A-2L, A-3L, A-3FV and A-3FX notes address the likelihood
that investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the aggregate
principal amount by the stated maturity date.  Periodic payments
on the notes are distributed on a quarterly basis in February,
May, August and November until the stated maturity on Aug. 5,
2036.


TABERNA PREFERRED: Fitch Places 'BB-' Ratings Under Negative Watch
------------------------------------------------------------------
Fitch Ratings has placed these notes of TABERNA Preferred Funding
VI, LTD./Inc. on Rating Watch Negative:

  -- $97,000,000 class C 'BBB+';
  -- $43,689,828 class D-1 'BB-';
  -- $10,171,150 class D-2 'BB-'.

Taberna VI is a managed collateralized debt obligation supported
by a portfolio of trust preferred securities and subordinated debt
issued by subsidiaries of real estate investment trusts, real
estate operating companies, homebuilders and specialty finance
companies, as well as senior debt securities and commercial
mortgage-backed securities.  Of the total portfolio, approximately
79% is comprised of trust preferred securities and subordinated
debt, approximately 14.6% of senior debt securities and 6.4% of
CMBS.  The collateral was selected and is monitored by Taberna
Capital Management LLC.

Fitch's rating actions reflect heightened concern related to
continued negative portfolio credit migration, as well as
additional default activity.

Based on Fitch's public and shadow ratings, the average credit
quality of Taberna VI has migrated to the 'B/B-' range from the
'B+/B' range at the time of Fitch's last review.  Currently, 24.1%
of the portfolio is publicly or shadow rated 'CCC+' or below as
compared to 25.7% at last review.  However, approximately 13.7% of
the portfolio has experienced negative rating migration since
Fitch's last review and 27.5% of the underlying collateral is
currently on Rating Watch Negative or has a Negative Rating
Outlook.

Taberna VI currently has four assets deemed to be in default per
the transaction's trustee report, representing approximately 15.1%
of the portfolio.  Two of the four exposures were treated as
defaulted for purposes of Fitch's previous review of the
transaction.  Additionally, one security, which was previously
classified as defaulted, underwent a distressed debt exchange
increasing its notional to $31.3 million from $25 million.  

While the notional amount of this security increased, Fitch views
it as highly speculative.  Given the rapidly evolving credit
pressures facing mortgage REITs and homebuilders, Fitch treated
exposures rated or shadow rated 'CC' or lower as defaulted with
100% severity in an effort to anticipate future collateral
defaults.  Trustee-reported asset defaults caused the failure of
the class A/B/C, D, E and F overcollateralization tests.  As of
the last payment date, approximately $16.7 million of interest
proceeds were diverted to pay down the principal of the class A-1A
and A-1B notes, pro rata, due to the breach of the class A/B/C and
D OC tests.

As announced on July 1, 2008, Fitch is in the process of examining
its default probability assumptions with respect to assets with
maturities in excess of 10 years.  Resolution of the current
Rating Watch Negative status will consider the potential
implications of a revised term structure of default probabilities
for long-dated assets, as well as any additional credit migration
with respect to the underlying portfolio, or any credit risk sales
undertaken by the asset manager.  Absent changes to Fitch's
default probability assumptions or further collateral
deterioration or credit risk sales, the ratings of the classes of
notes placed on Rating Watch Negative will likely be downgraded as
follows: class C to the 'BB' rating category; and class D-1 and D-
2 to the 'B' rating category.

The ratings of the class C, D-1 and D-2 notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
aggregate principal amount by the stated maturity date.  Periodic
payments on the notes are distributed on a quarterly basis in
February, May, August and November until the stated maturity on
Dec. 5, 2036.


TABERNA PREFERRED: Fitch Puts 'BB' Notes Rating Under Neg. Watch
----------------------------------------------------------------
Fitch Ratings has placed these notes of TABERNA Preferred Funding
VII, LTD./Inc. (Taberna VII) on Rating Watch Negative:

  -- $120,000,000 class A-1LB 'AAA';
  -- $25,000,000 class A-2LA 'AA';
  -- $50,000,000 class A-2LB 'AA-';
  -- $57,000,000 class A-3L 'BBB+';
  -- $41,423,588 class B-1L 'BB'.

Taberna VII is a managed collateralized debt obligation supported
by a portfolio of trust preferred securities and subordinated debt
issued by subsidiaries of real estate investment trusts, real
estate operating companies, homebuilders and specialty finance
companies, as well as senior debt securities, commercial mortgage-
backed securities and commercial real estate loans.  Of the total
portfolio, approximately 69.6% is comprised of trust preferred
securities and subordinated debt, approximately 20.8% of senior
debt securities and 9.6% of CMBS and CRE loans.  The collateral
was selected and is monitored by Taberna Capital Management LLC.

Fitch's rating actions reflect heightened concern related to
continued negative portfolio credit migration, as well as
additional default activity.

Based on Fitch's public and shadow ratings, the average credit
quality of Taberna VII has migrated to the 'B/B-' range from the
'B+/B' range at the time of Fitch's last review, which continues
to fail the transaction's weighted average rating factor covenant.  
Currently, 22.7% of the portfolio is publicly or shadow rated
'CCC+' or below as compared to 18.2% at last review.  
Approximately 26.4% of the portfolio has experienced negative
rating migration since Fitch's last review and 36.6% of the
underlying collateral is currently on Rating Watch Negative or has
a Negative Rating Outlook.

Taberna VII currently has three assets deemed to be in default per
the transaction's trustee report, representing approximately 9.4%
of the portfolio.  Two of the three exposures were treated as
defaulted for the purposes of Fitch's previous review of the
transaction.  Additionally, one security, which was previously
classified as defaulted, underwent a distressed debt exchange
increasing its notional to $24.2 million from $19.4 million.  
While the notional amount of this security increased, Fitch views
it as highly speculative.  Given the rapidly evolving credit
pressures facing mortgage REITs and homebuilders, Fitch treated
exposures rated or shadow rated 'CC' or lower as defaulted with
100% severity in an effort to anticipate future collateral
defaults.  

Trustee-report asset defaults caused the failure of the class A-3,
B-1L and B-2L overcollateralization tests.  As of the last payment
date, approximately $2.5 million of interest proceeds were
diverted to pay down the principal of the class A-1LA notes due to
the breach of the class A-3L and B-1L OC tests.

As announced on July 1, 2008, Fitch is in the process of examining
its default probability assumptions with respect to assets with
maturities in excess of 10 years.  Resolution of the current
Rating Watch Negative status will consider the potential
implications of a revised term structure of default probabilities
for long-dated assets, as well as any additional credit migration
with respect to the underlying portfolio, or any credit risk sales
undertaken by the asset manager.  Absent changes to Fitch's
default probability assumptions or further collateral
deterioration or credit risk sales, the ratings of the classes of
notes placed on Rating Watch Negative will likely be downgraded
as: class A-1LB to the 'AA' rating category; class A-2LA to the
'A' rating category; class A-2LB to the 'BBB' rating category;
class A-3L to the 'B' rating category and class B-1L to the 'CCC'
rating category.

The ratings of the class A-1LB and A-2LA notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
principal amount by the stated maturity.  The ratings of the class
A-2LB, A-3L and B-1L notes address the likelihood that investors
will receive ultimate and compensating interest payments, as per
the governing documents, as well as the aggregate principal amount
by the stated maturity date.  Periodic payments on the notes are
distributed on a quarterly basis in February, May, August and
November until the stated maturity on Feb. 5, 2037.


TENNESSEE OUTDOORS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Tennessee Outdoors RV-Auto & Sports Center, LLC
        dba Tennessee Outdoors RV-Auto & ATV Center
        116 TN Outdoors Dr.
        Crossville, TN 38555

Bankruptcy Case No.: 08-05984

Type of Business: The Debtor is a recreational vehicle dealer.  
                  See http://www.ctnoutdoors.com/

Chapter 11 Petition Date: July 14, 2008

Court: Middle District of Tennessee (Cookeville)

Judge: George C. Paine II

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Email: Stevelefkovitz@aol.com
                  618 Church St. Ste. 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Total Assets: $11,943,947

Total Debts: $9,056,135

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Monaco Coach Corp.                                   $21,241
91320 Coburg Ind.
Coburg, OR 97408

AmSouth/Regions                6 computers & phone   $15,000
2050 Pkwy. Office CR           server; value of
RCN4-Bankruptcy                security: $5,000
Birmingham, AL 35244

Outpost CMNCTNS                                      $8,700
2993 Tyrone Blvd. N.
St. Peters, FL 33710

Coast Dist. Sys.                                     $5,430

Coachmen RV Co.                                      $5,000

CBS Outdoor                                          $3,150

Staples Credit Plan                                  $1,684

Best One Tire Svc.                                   $1,431

Wurth USA                                            $1,349

Fastenal Co.                                         $1,300

Accident Fund                                        $1,119

Autoglass of America                                 $1,021

Club Car                                             $893

East Penn Mfg.                                       $867

Dutchmen Mfg.                                        $808

Brown Insurance GRP                                  $759

Hi Fi Village                                        $716

King Controls                                        $703

Lantz Equip. Repair                                  $573

UPS                                                  $541


TRES PALACIOS: Moody's Withdraws B1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn the ratings for Tres
Palacios Gas Storage, L.L.C. due to the cancellation of the
syndication of the proposed credit facilities rated on Jan. 24,
2008.  TPGS has no rated debt at this time.

The ratings being withdrawn are the B1 corporate family rating,
the B1 probability of default rating and the B1 ratings on the
proposed senior secured credit facilities that were to be
comprised of a $100 senior secured term loan, a $285 million
senior secured construction loan and a $50 million senior secured
revolving loan.

TPGS is developing a high-deliverability natural gas salt dome
storage project in Matagorda County, Texas and is wholly owned by
NGS Energy Fund, LP.


TRIBUNE CO: Publisher, Top Editor Resign as Shakeups Continue
-------------------------------------------------------------
The Wall Street Journal says top executives of Tribune Co.'s two
biggest newspapers resigned, with the publication preparing to go
through another round of layoffs and shrink the number of its
printed pages.

David Hiller, publisher of the Los Angeles Times, stepped down
after nearly two years on the job, WSJ states.  In that time, in
an effort to impose tough cost cuts, he had pushed out two
editors, Dean Baquet and James O'Shea, WSJ relates.  

Also Monday, Ann Marie Lipinski quit as editor of the Chicago
Tribune, WSJ adds.  WSJ, citing Ms. Lipinski, says the post is not
the fit it once was and the new owners, referring to Tribune's new
management led by chief executive Sam Zell, must have their own
editor, compatible with their style and goals.

According to WSJ, it is unclear when the decision was made about
Mr. Hiller's departure.  WSJ says it's possible Mr. Hiller didn't
move quickly as management wanted to implement new cost cuts.

WSJ, quoting Randy Michaels, Tribune's chief operating officer,
said the company plans to name a publisher for the L.A. Times by
the end of the summer.  In the interim, he and Tribune's new chief
administrative officer, will oversee operations, The Journal adds.

Gerould W. Kern, a longtime Tribune employee, will succeed
Ms. Lipinski as editor.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating   
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

Tribune, like other newspaper outlets, is suffering a decline in
publishing revenues due to online competition.  Chicago Tribune
media columnist Phil Rosenthal says the newspaper industry
troubles are compounded at Tribune by the debt load Tribune took
on late 2007 in going private -- an $8,200,000,000 transaction
engineered by Sam Zell, who became the company's chairman and
chief executive.

Mr. Rosenthal says Tribue has major payment obligations due in
2008 and 2009.  Mr. Zell, according to Mr. Rosenthal, has said the
2008 obligations should be covered through Cablevision Systems
Corp.'s $650,000,000 deal to acquire control of Newsday, Tribune's
paper in Long Island, as well as through a $300,000,000 asset-
backed commercial paper facility with Barclays Bank PLC.  Mr.
Rosenthal says the planned sale of the Chicago Cubs and Wrigley
Field is expected to help cover 2009 obligation.


TSC ARTEFFECTS: Case Summary & Five Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: TSC Arteffects, Inc.
        6130 Shiloh Road
        Alpharetta, GA 30005

Bankruptcy Case No.: 08-21859

Type of Business: The Debtor manufactures and sells footwear.

Chapter 11 Petition Date: July 14, 2008

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Eric E. Thorstenberg, Esq.
                  Eric E. Thorstenberg LLC
                  6065 Roswell Road, Northeast
                  Suite 621
                  Atlanta, GA 30328
                  Tel: (404) 843-8491

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

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

Debtor's list of its five largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Merrill Lynch Business             Line of Credit      $1,582,080
Financial Services Inc.
Attn: Joseph A. Urciuoli, CEO
800 Scudders Mill Road
Plainsboro, NJ 08536-1606

CH Robinson Worldwide              Customs Fees          $162,000
3800 North Camp Creek,
Parkway Southwest
Atlanta, GA 30344

Federal Express                    Shipping Charges       $35,000
3875 Airways Module H3
Department 4634
Memphis, TN 38116

William G. Leonard, Esq.           Legal Fees             $30,000

Forsyth County Tax Commissioner    Property Taxes         $15,000


UNITED RENTALS: Waives Indices Condition in Dutch Auction Offer
---------------------------------------------------------------
United Rentals Inc. will waive the condition to its modified Dutch
auction tender offer that states the Dow Jones Industrial Average
and the NASDAQ Composite Index do not decrease at any point by
more than 10% from the close of trading on June 16, 2008.

This condition was triggered as a result of declines in these
market indices.  The company commenced its tender offer, in which
the company is offering to purchase up to 27,160,000 shares of its
common stock at a price not less than $22 nor greater than $25 per
share, on June 17, 2008.

In connection with the waiver, the company has not revised the $22
to $25 tender offer price range.  The tender offer is scheduled to
expire at 5:00 p.m., Eastern Time, today, July 16, 2008, unless
extended by the company.

Tenders of shares must be made on or prior to the expiration of
the tender offer and may be withdrawn at any time on or prior to
the expiration of the tender offer, in each case in accordance
with the procedures described in the tender offer materials.  The
tender offer is subject to a number of terms and conditions, but
is not conditioned on receipt of financing or any minimum number
of shares being tendered.

In connection with the waiver of the market indices movement
condition, the company also amended this condition so that it is
only triggered in the future in the event specified market indices
drop by more than 15% from the close of trading on June 16, 2008.

The waiver of the market indices movement condition is not a
waiver of any other condition or a waiver with respect to any
other facts or circumstances.  The tender offer remains subject to
the satisfaction of the other conditions set forth in the tender
offer materials, well as the company's right to amend the terms of
the tender offer in the manner and upon the terms set forth in the
tender offer materials.

                    About United Rentals

Headquartered in Greenwich, Connecticut, United Rentals Inc.
(NYSE: URI) -- http://www.unitedrentals.com/ -- is an equipment    
rental company with an integrated network of over 690 rental
locations in 48 states, 10 Canadian provinces and Mexico.  The
company's approximately 10,900 employees serve construction and
industrial customers, utilities, municipalities, homeowners and
others.  The company offers for rent over 20,000 classes of rental
equipment with a total original cost of $4.2 billion.

                           *     *     *

As reported in the Troubled Company Reporter on June 16, 2008,
Fitch Ratings has affirmed the long-term issuer default rating for
United Rentals (North America) Inc. at 'BB-' and downgraded
parent company, United Rentals Inc. IDR to 'B+' from 'BB-'.
Approximately $2.6 billion in debt was affected by this rating
action.  The rating action follows the company's statement that it
had repurchased all of its preferred stock for $679 million and
intends to repurchase 27.16 million shares of common stock.  


VEGA CAPITAL: Moody's Assigns Ba3 Rating to $63MM Notes
-------------------------------------------------------
Moody's Investors Service assigned these ratings to notes issued
by Vega Capital Ltd.

  -- A3 to the $21,000,000 Series 2008-1 Class A Principal
     At-Risk Variable Rate Notes due June 24, 2011;

  -- Baa2 to the $22,500,000 Series 2008-1 Class B Principal
     At-Risk Variable Rate Notes due June 24, 2011;

  -- Ba3 to the $63,900,000 Series 2008-I Class C Principal
     At-Risk Variable Rate Notes due June 24, 2011.

Investors in the notes effectively provide reinsurance coverage to
Swiss Reinsurance Company from five perils: certain hurricanes in
the North Atlantic, certain windstorms in Europe, certain
earthquakes in California, certain earthquakes in Japan, and
certain typhoons in Japan.

Moody's ratings of the notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Notes' governing documents, and are based on the expected loss
posed to the Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings are based on Moody's analysis of the probability of
occurrence of qualifying events, their timing, and the severity of
losses experienced by investors should those events occur during
the risk period.

Moody's review of the transaction has included (i) extensive
review of the technical basis, methodology, and historical data
used to develop the probabilistic risk model used by EQECAT, Inc.
for the analysis of potential losses and (ii) sensitivity analysis
of critical parameters to the model.

This review, together with a detailed analysis of the
transaction's legal structure and the financial strength of the
various parties to the transaction, provided Moody's with
sufficient comfort that the resulting ratings adequately capture
the risk to investors in these securities.


CROSSWINDS AT VERMILLION: Case Summary & 11 Largest Creditors
-------------------------------------------------------------
Debtor: Crosswinds at Vermillion, LLC
        41050 Vincenti Court
        Novi, MI 48375

Bankruptcy Case No.: 08-31447

Chapter 11 Petition Date: July 14, 2008

Court: Western District of North Carolina (Charlotte)

Debtors' Counsel: Travis W. Moon, Esq.
                   (tmoon@lawhms.com)
                  Hamilton Moon Stephens Steele Martin
                  2020 Charlotte Plaza
                  201 S. College Street
                  Charlotte, NC 28244-2020
                  Tel: (704) 344-1117

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Consolidated Debtors' List of 11 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Crosswinds National Inc.                             $240,000
22920 Venture Drive
Novi, Michigan 48375

New Vermillion LLC                                   $43,276
13815 Cinnabar Place
Huntersville, North Carolina 28078

ForeSite Land Surveying                              $12,711
5950 Fairview Road, Suite 100
Charlotte, North Carolina 28210

Amicus Engineering                                   $10,000

Interstate Seeding                                   $6,918

D.J. Mullis Well Drilling                            $3,428

Grace Development                                    $2,124

Porter's Construction                                $478

PBS&J Engineers                                      $400

Isaacs                                               $200

Dash Courier Service                                 $49


VERTIS INC: Noteholders Support Plan; Files Chapter 11 Petition
---------------------------------------------------------------
Vertis Inc., dba Vertis Communications, said that as a result of
the strong support received for its prepackaged plan of
reorganization, the company instituted the second phase of its
strategy and commenced voluntary proceedings under chapter 11 of
the U.S. Bankruptcy Code to seek confirmation of the plan.  Once
the plan becomes effective, Vertis will consummate its previously
announced merger with American Color Graphics.

A total of 100% in dollar amount and 100% in number of holders of
Vertis' 9.75% senior secured second lien notes due 2009, 98.6% in
dollar amount and 98.3% in number of holders of Vertis' 10.875%
senior notes due 2009 and 100% in dollar amount and 100% in number
of holders of Vertis' 13.5% senior subordinated notes due 2009
voted to approve the plan.

"[These] actions are a result of the noteholders' continuing
strong support of our merger with American Color Graphics and
financial restructuring plan," said Mike DuBose, chairman and CEO
of Vertis.  "The restructuring under the Plan will allow the
company to dramatically reduce debt and interest cost, complete
its reorganization and merger in just a few short months, and
refocus investments into the business."

Mr. DuBose added, "Building on the operational improvements
initiated 18 months ago, this financial restructuring and merger
is the next step in our turnaround strategy, which has gained
tremendous support from stakeholders, employees, customers and
vendor partners.  The strong support of this plan should
facilitate completing the restructuring and merger by late summer
so we can immediately begin the implementation of our integration
plans with American Color Graphics, allowing us to further
leverage our combined best-in-class products, services and
employees."

Vertis anticipates it will receive court authority to pay employee
wages and benefits without interruption and continue to pay trade
creditors and suppliers in the ordinary course of business.  The
chapter 11 reorganization is expected to conclude in 60 days.

The focal point of the plan is the agreement between Vertis and
American Color Graphics, two of the largest printing and premedia
companies in North America, to merge American Color's operations
into Vertis' nationwide marketing and printing services platform.
The merger will allow both companies to enrich their core
manufacturing capabilities relevant to the production of
advertising inserts and newspaper products.  It will also enable
them to make available an unprecedented scope of premedia and
workflow solutions to their customers.

                    GE's $380 Million DIP Fund

In conjunction with the prepackaged chapter 11 cases, Vertis has
obtained $380 million in debtor-in-possession financing from GE
Commercial Finance.  The DIP financing will provide the company
with sufficient liquidity until the prepackaged plan is
consummated.  Vertis has also obtained commitments for
$650 million in exit financing, which will become effective upon
consummation of the prepackaged plan and fund the combined
company's working capital needs.  The company anticipates that the
exit financing will consist of a $250 million senior secured
revolving credit exit facility with GE and a $400 million exit
facility with Morgan Stanley Senior Funding, Inc.

               ACG Files for Chapter 11 Bankruptcy

American Color Graphics also commenced voluntary chapter 11
proceedings and filed its own prepackaged plan after more than
99.9% in dollar amount and 95.3% in number of its 10% senior
secured second lien notes due 2010 that voted on the ACG plan
voted to approve it.

These consensual financial restructurings will reduce the combined
company's debt obligations (including the off-balance sheet
accounts receivable facility and approximately $248 million of
Vertis Holdings Mezzanine Notes) by approximately $1 billion
before transaction fees and expenses.  The noteholders of Vertis
and American Color Graphics will exchange their bonds for an
aggregate of $550 million in new notes and substantially all of
the new equity in the merged company.

"The Plan filed today, once effective, should enable the new
Vertis Communications to have a long and prosperous future," Mr.
DuBose noted.  "It's an exciting time for the company, our
business partners, customers, suppliers and employees."

Vertis filed its voluntary chapter 11 petitions and plan in the
U.S. Bankruptcy Court for the District of Delaware in Wilmington,
as did American Color Graphics.

Information about the bankruptcy case can be found at
http://www.vertisinc.com/Vertis_Reorganization

As reported by the Troubled Company Reporter on June 3, 2008,
Vertis Inc., American Color Graphics and their noteholders entered
into restructuring agreements pursuant to which the companies and
consenting noteholders have agreed to consummate the restructuring
through prepackaged chapter 11 plans of reorganization for each
company in order to more efficiently exchange the notes.

                       About American Color

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.

                           About Vertis

Headquartered in Baltimore, Vertis Inc. dba Vertis Communications
-- http://www.vertisinc.com/-- is a provider of print advertising    
and direct marketing solutions to America's retail and consumer
services companies.  

At Dec. 31, 2007, the company's consolidated balance sheet showed
$528.2 million in total assets and $1.403 billion in total
liabilities, resulting in a $875.1 million total stockholders'
deficit.

                       Going Concern Doubt

Deloitte & Touche LLP, in Baltimore, Maryland, expressed
substantial doubt about Vertis 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 said that the company has incurred recurring net
losses and is experiencing difficulty in generating sufficient
cash flow to meet its obligations and sustain its operations.

                           *     *     *

As reported in the Troubled Company Reporter on May 29, 2008,
Moody's Investors Service has affirmed the Ca corporate family
rating for Vertis Inc., while changing the probability of default
rating to Ca from Ca/LD, after the company's statement of a
merger with American Color Graphics Inc. coupled with a
comprehensive restructuring plan.


VERTIS HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Vertis Holdings, Inc.
        aka Big Flower Holdings, Inc.
        250 West Pratt Street, 18th Floor
        Baltimore, MD 21201

Bankruptcy Case No.: 08-11460

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Vertis, Inc.                             08-11461
      Enteron Group, LLC                       08-11462
      Webcraft, LLC                            08-11463
      Vertis Mailing, LLC                      08-11464
      Webcraft Chemicals, LLC                  08-11465
      USA Direct, LLC                          08-11466

Type of Business: Vertis Inc. is a premier provider of
                  targeted advertising and marketing solutions
                  to America's leading retail and consumer
                  services companies.
                  See http://www.vertisinc.com/

Chapter 11 Petition Date: July 15, 2008

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtors' Counsel: Mark D. Collins, Esq.
                  (collins@RLF.com)
                  Michael Joseph Merchant, Esq.
                  (merchant@rlf.com)
                  Richards Layton & Finger, P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701

Estimated Assets: $500,000,000 to $1,000,000,000

Estimated Debts:  More than $1,000,000,000

Debtors' list of its 30 largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bank of New York, as Indenture     Unsecured Debt    $372,203,125
Trusteee for the 10 7/8% Senior
Notes Due 2009
101 Barclay Street
New York, NY 10286
Attn: Corporate Trust Admin.
TeleFax: (212) 896-7299,
(212) 815-5704, (212) 815-5704

Emmet Marvin & Martin LLP
Attn: Edward P. Zujkowski, Esq.
120 Broadway, 32nd Floor
New York, NY 10271
Fax: (212) 238-3100

Bank of New York, as Indenture     Unsecured Debt    $318,258,640
Trusteee for the 13 1/2% Senior
Subordinated Notes Due 2009
101 Barclay Street
New York, NY 10286
Attn: Corporate Trust Admin.
TeleFax: (212) 896-7299,
(212) 815-5704, (212) 815-5704

Thomas H. Lee Foreign              Mezzanine Debt     $10,518,716
Fund IV-B L.P.
c/o Thomas H. Lee Co.
100 Federal Street, 35th Floor
Boston, MA 02110
Attn: Anthony J. DiNovi
Scott M. Sperling
Tel: (617) 227-1050
Fax: (617) 227-3514

Abitibi Consolidated               Trade Debt          $4,912,486
Attn: Colin Keeler
4 Gannett Drive
White Plains, NY 10604-3408
Tel: (914) 640-8615
Fax: (914) 640-8917

Thomas H. Lee Foreign              Mezzanine Debt      $3,743,839
Fund IV L.P.
c/o Thomas H. Lee Co.
100 Federal Street, 35th Floor
Boston, MA 02110
Attn: Anthony J. DiNovi
Scott M. Sperling
Tel: (617) 227-1050
Fax: (617) 227-3514

Flint Ink Corp.                    Trade Debt          $2,022,154
Attn: Mr. Mike Green
14909 North Beck Road
Plymouth, MI 48170
Tel: (734) 781-4730
Fax: (732) 781-4790

Great-West Investors L.P.          Mezzanine Debt      $1,768,492
c/o Great-West Life & Annuity
Insurance Company
8151 East Orchard Road, 3T2
Greenwood Village, CO 80111
Attn: Mark Corbett

Thomas H. Lee Co.
100 Federal Street, 35th Floor
Boston, MA 02110
Attn: Anthony J. DiNovi
Scott M. Sperling
Tel: (617) 227-1050
Fax: (617) 227-3514

Catalyst Paper                     Trade Debt            $820,171
Attn: Mr. Thomas Crowley
2101 Fourth Avenue, Suite 1950
Seattle, WA 98121
Tel: (206) 838-2014
Fax: (206) 838-2071

THL Charitable Investment L.P.     Mezzanine Debt        $704,216
c/o Thomas H. Lee Co.
100 Federal Street, 35th Floor
Boston, MA 02110
Attn: Anthony J. DiNovi
Scott M. Sperling
Tel: (617) 227-1050
Fax: (617) 227-3514

American Express                   Trade Debt            $429,822
Attn: Melanie M. Sisler
Tel: (877) 454-8031
P.O. Box 5543
McLean, VA 22103

American Eagle Paper Mills         Trade Debt            $388,532
Attn: Mr. John Fermer
1600 Pennsylvania Avenue
Tyrone, PA 16686
Tel: (814) 684-6142
Fax: (814) 684-6166

Catalyst Direct                    Trade Debt            $354,786
Attn: Mr. Marcelo Lanas
110 Marina Drive
Rochester, NY 14626
Tel: (800) 453-8360
Fax: (585) 453-8361

C. Hunter Boll                     Mezzanine Debt        $315,946
c/o Thomas H. Lee Co.
100 Federal Street, 35th Floor
Boston, MA 02110
Attn: Anthony J. DiNovi
Scott M. Sperling
Tel: (617) 227-1050
Fax: (617) 227-3514

Warren C. Smith Jr.                Mezzanine Debt        $315,946
c/o Thomas H. Lee Co.
100 Federal Street, 35th Floor
Boston, MA 02110
Attn: Anthony J. DiNovi
Scott M. Sperling
Tel: (617) 227-1050
Fax: (617) 227-3514

Myllykoski North America           Trade Debt            $260,428
Attn: Bendan Lesch
101 Merrit, 5th Floor
Norwalk, CT 08651
Tel: (203) 858-8699,
     (203) 229-7414
Fax: (203) 229-7458

Pitman Company                     Trade Debt            $216,810

Newpage Corporation                Trade Debt            $213,460

E.R. Smith                         Trade Debt            $183,667

Goss International                 Trade Debt            $160,428

United Parcel Service              Trade Debt            $152,925

MegTec Systems Inc.                Trade Debt            $131,781

Advanced Graphic Printing          Trade Debt            $112,815

McCoy Ltd. LLC                     Trade Debt            $112,065

FedEx Freight                      Trade Debt            $105,629

Suez Energy Resources              Trade Debt            $100,635

Liko Enterprises Co. Inc.          Trade Debt             $90,152

Beam Electric Company Inc.         Trade Debt             $85,800

Booklet Binding Inc.               Trade Debt             $82,698

Envelope 1                         Trade Debt             $79,841

Strongmail Systems Inc.            Trade Debt             $77,075


WATER PIK: S&P Withdraws All Ratings at Company's Request
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew all ratings on Fort
Collins, Colorado-based Water Pik Inc., including its 'B-'
corporate credit ratings.  The ratings have been withdrawn
at the company's request.


WCI COMMUNITIES: Not in Restructuring Talks With Affiliates
-----------------------------------------------------------
WCI Communities, Inc., said that, although it continues to review
and evaluate alternative restructuring proposals, the company is
not currently engaged in discussions with affiliates regarding
such proposals.  Accordingly, the Special Committee formed to
review and evaluate any proposals from affiliates has been
dissolved.

As reported in the Troubled Company Reporter on Jun 23, 2008, the
Board of Directors of WCI formed a Special Committee of
disinterested members of the Board of Directors to review and
evaluate alternative restructuring proposals that the company may
receive from potential investors, including affiliates, on behalf
of the Board and WCI.  Don E. Ackerman, who will serve as Chairman
of the committee, Charles E. Cobb, Jr., Hilliard M. Eure, III and
Jonathan R. Macey comprised the Special Committee.

The company also retained Lazard Freres & Co. LLC as its financial
advisor to assist the company in developing various restructuring
alternatives, which would include addressing its 4.0% Contingent
Convertible Senior Subordinated Notes due 2023, which become
puttable to the company at par on Aug. 5, 2008.

On July 10, 2008, TCR reported that WCI commenced an exchange
offer for all of its outstanding $125,000,000 4% Contingent
Convertible Senior Subordinated Notes due 2023.  WCI is offering
to exchange $1,000 principal amount of new 16% senior secured
notes due 2013 for each $1,000 principal amount of the Outstanding
Notes.  The exchange offer will expire at 12:00 midnight EDT on
Aug. 4, 2008, unless extended or terminated by the company.  
Tendered notes may be withdrawn at any time prior to 12:00
midnight on the expiration date.

WCI received notice on June 25 that certain holders of the
company's 4.0% Subordinated Notes due 2023 intend to exercise
their right to require the company to repurchase the Convertible
Notes at a price of 100% of the principal amount on Aug. 5, 2008,
plus any accrued interest.  WCI said a holder of the Convertible
Notes can exercise the option merely by providing written notice
to the company from the opening of business on June 23, 2008,
until the close of business on Aug. 4, 2008.

                     About WCI Communities

WCI Communities Inc. (NYSE: WCI) -- http://www.wcicommunities.com/
-- named America's Best Builder in 2004 by the National
Association of Home Builders and Builder Magazine, has been
creating amenity-rich, master-planned lifestyle communities since
1946.  Florida-based WCI caters to primary, retirement, and
second-home buyers in Florida, New York, New Jersey, Connecticut,
Maryland and Virginia.  

The company offers traditional and tower home choices with prices
from the high-$100,000s to more than $10.0 million and features a
wide array of recreational amenities in its communities.  In
addition to homebuilding, WCI generates revenues from its
Prudential Florida WCI Realty Division, and title businesses, and
its recreational amenities, as well as through land sales and
joint ventures. The company currently owns and controls
developable land on which the company plans to build over 15,000
traditional and tower homes.

The company operates in three principal business segments: Tower
Homebuilding, Traditional Homebuilding, which includes sales of
lots, and Real Estate Services, which includes real estate
brokerage and title operations.

                         *     *     *

As disclosed in the Troubled Company Reporter on May 23, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on WCI Communities Inc. to 'CC' from 'CCC'.  Concurrently,
S&P lowered its ratings on $650 million of subordinated notes to
'C' from 'CC'.  The outlook remains negative.

WCI Communities Inc. still carries Moody's Investors Service's
Caa2 corporate family and Caa3 senior subordinate ratings.  
Outlook is negative.

                        Going Concern Doubt

Ernst & Young LLP, in Miami, Florida, expressed substantial doubt
about WCI Communities Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  

Holders of the company's $125.0 million, 4.0% Contingent
Convertible Senior Subordinated Notes due 2023 have an option of
requiring the company to repurchase the convertible notes at a
price of 100.0% of the principal amount on Aug. 5, 2008.  Pursuant
to certain amendments in the company's revolving credit facility  
and Senior Term Loan Agreement, the company will need to have
sufficient liquidity after giving effect to, on a pro forma basis,
the repurchase of the convertible notes.

The company does not anticipate having sufficient liquidity to
satisfy bank covenant liquidity tests.  If the company is unable
to obtain an amendment or waiver, issue exchange securities, or
otherwise satisfy its obligations to repurchase the convertible
otes, the convertible note holders would have the right to
exercise remedies specified in the Indenture, including
accelerating the maturity of the convertible notes, which would
result in the acceleration of substantially all of the company's
other outstanding indebtedness.  

In addition, if the company is determined to be in default on the
convertible notes, it may be prohibited from drawing additional
funds under the revolving credit facility, which could impair its
ability to maintain sufficient working capital.


WHITEHALL JEWELERS: Court Approves Auction but Junks Break-Up Fee
-----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware approved the bidding procedures proposed by Whitehall
Jewelers Holdings Inc. and its debtor-affiliates except the break-
up fee, The Deal's Jamie Mason writes, citing Moses & Singer LLP,
counsel to the Official Committee of Unsecured Creditors.

The Troubled Company Reporter said on July 1, 2008, that the
Debtors requested the Court, among others, for authority to enter
into an asset purchase agreement with Great American Group LLC,
Hudson Capital Partners LLC and Silverman Jeweler Consultants
Inc.; and 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.

Judge Gross found that the break-up fee wasn't set as an
appropriate administrative expense and is not in the best interest
of the estate, Mr. Kolod said, The Deal relates.

The stalking horse bidder group may not participate in the auction
after the break-up was denied, The Deal quotes Mr. Kolod as
stating.

The stalking horse bidders had agreed to pay the Debtors 55.5% of
inventory valued between $169 million and $177 million, The Deal
notes.  Should the inventory's value fall between $138 million and
$145 million, the stalking horse bidders will pay 53.5%, The Deal
adds.  With these agreement, the Debtors could get around
$73.8 million to $98.2 million, The Deal suggests.

The Committee said that the sale process won't maximize the value
of the assets saying the sale is forced, The Deal notes.  The
Committee also asserted that the sale schedule is "unreasonably
truncated," The Deal relates.

Accord to The Deal, Mr. Kolod doesn't know whether the Debtor will
look for another stalking horse bidder.

Judge Gross scheduled the public sale for July 31, 2008, at 11:00
a.m. at the offices of Proskauer Rose LLP.  A sale hearing is
slated for Aug. 8, 2008, at 10:00 a.m.  Objections to the sale are
due Aug. 6, 2008, at 10:00 a.m.  Bids are due either on July 27 or
July 28, 2008.  Due to the denial of the break-up fee, the
initially set minimum bid of at least 2% higher than the stalking
horse offered is canceled.

                         Consigned Goods

The Deal states that the disposal of the Debtor's $63 million
consigned items has not been resolved yet.  Judge Gross will
decide on this matter at a July 24 hearing, according to a court
document.  Mr. Kolod said that Judge Gross allowed the Debtor to
proceed with the sale amid uncertainties on the consignment good,
The Deal notes.

                     About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- own and operate 375      
stores jewelry stores in 39 states.  Whitehall is owned by hedge
funds Prentice Capital Management and Millennium Partners LP, both
of New York, and Holtzman Opportunity Fund LP of Wilkes-Barre, Pa.  
The company operates stores in regional and regional shopping
malls under the names Whitehall and Lundstrom.  The Debtors'
retail stores operate under the names Whitehall (271 locations),
Lundstrom (24 locations), Friedman's (56 locations, and Crescent
(22 locations).  As of June 23, 2008, the Debtors have about 2,852
workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent.  Alan Kolod, Esq., at Moses & Singer LLP,
represents The 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.



* A.M. Best Holds Ratings of 30 Health Maintenance Groups
---------------------------------------------------------
A.M. Best Co. has affirmed the financial strength ratings and
issuer credit ratings of 30 health maintenance organizations,
downgraded nine FSRs and ICRs, upgraded eight FSRs and ICRs,
assigned two FSRs and ICRs and withdrew one FSR and ICR.

These ratings are based solely upon public information and present
the most informed view A.M. Best can offer, short of an insurer
participating in the full interactive rating process.  A.M. Best
uses the same rating scale and definitions as it does for its
long-term financial strength interactive ratings but applies a pd
modifier to ensure the user is aware of the more limited
information basis for the rating.

A.M. Best's HMO pd ratings will be released regularly over the
next three months.  Each month, A.M. Best will provide an update
of the recent rating actions.  

A.M. Best has affirmed the FSRs and ICRs of these HMO companies:

Company FSR ICR

  -- Aloha Care B+ (Good) "bbb-"
  -- CommunityCare HMO, Inc. C++ (Marginal) "b"
  -- DC Chartered Health Plan, Inc. B- (Fair) "bb-"
  -- Driscoll Children's Health Plan C- (Weak) "cc"
  -- Fallon Community Health Plan, Inc. B (Fair) "bb+"
  -- Florida Health Care Plan, Inc. B (Fair) "bb"
  -- Group Health Cooperative of South
  -- Central Wisconsin B+ (Good) "bbb-"
  -- Group Health Cooperative B++ (Good) "bbb"
  -- Group Health Cooperative of Eau Claire B- (Fair) "bb-"
  -- Health Alliance Plan of Michigan B++ (Good) "bbb"
  -- Health Plan of Michigan B- (Fair) "bb-"
  -- Health Plan of the Upper Ohio Valley, Inc. B (Fair) "bb"
  -- Health Right, Inc. C++ (Marginal) "b"
  -- HealthPlus of Michigan, Inc. B- (Fair) "bb-"
  -- HealthPlus Partners, Inc. C (Weak) "ccc"
  -- HMO of Northeastern Pennsylvania B (Fair) "bb"
  -- Managed Health, Inc. C++ (Marginal) "b+"
  -- McLaren Health Plan, Inc. B (Fair) "bb"
  -- Midwest Health Plan, Inc. B (Fair) "bb"
  -- New West Health Services C+ (Marginal) "b-"
  -- Physicians Plus Insurance CorporationB (Fair) "bb"
  -- Preferred Plus of Kansas, Inc. B- (Fair) "bb-"
  -- Security Health Plan of Wisconsin, Inc. B- (Fair) "bb-"
  -- SelectHealth, Inc. B+ (Good) "bbb-"
  -- Sharp Health Plan C++ (Marginal) "b"
  -- Tufts Associated Health Maintenance
  -- Organization, Inc. B (Fair) "bb"
  -- UTMB Health Plans, Inc. C++ (Marginal) "b"
  -- Vantage Health Plan, Inc. B- (Fair) "bb-"
  -- Virginia Premier Health Plan B- (Fair) "bb-"
  -- VIVA Health, Inc. C++ (Marginal) "b"

A.M. Best has upgraded the FSRs and ICRs of these HMO companies:

Company FSR ICR

  -- Athens Area Health Plan Select, Inc. C++ (Marginal) "b"
  -- El Paso First Health Plans C+ (Marginal) "b-"
  -- Inter Valley Health Plan, Inc. C (Weak) "ccc"
  -- Mount Carmel Health Plan, Inc. B++ (Good) "bbb"
  -- M-Plan, Inc. B (Fair) "bb"
  -- Neighborhood Health Plan, Inc. B (Fair) "bb"
  -- Seton Health Plan, Inc. B+ (Good) "bbb-"
  -- Upper Peninsula Health Plan, Inc. B- (Fair) "bb-"

A.M. Best has downgraded the FSRs and ICRs of these HMO companies:

Company FSR ICR

  -- Columbia United Providers, Inc. C+ (Marginal) "b-"
  -- Community Health Choice, Inc. C+ (Marginal) "b-"
  -- Community Health Plan of
  -- Washington, Inc. B (Fair) "bb"
  -- Cook Children's Health Plan C+ (Marginal) "b-"
  -- Inland Empire Health Plan C (Weak) "ccc"
  -- Preferred Health C (Weak) "ccc"
  -- PreferredOne Community
  -- Health Plan B- (Fair) "bb-"
  -- Santa Clara County C- (Weak) "cc"
  -- Scripps Clinic Health Plan
  -- Services, Inc. C- (Weak) "cc"

A.M. Best has assigned an FSR and ICR to these HMO companies:

Company FSR ICR

  -- PSO Health Services, LLC C (Weak) "ccc"
  -- WPS Health Plan, Inc. B- (Fair) "bb-"

A.M. Best has withdrawn the FSR of B- (Fair) and ICR of "bb-"and
assigned a category NR-5 (Not Formally Followed) to Physicians
Health Plan of South Michigan, an HMO company.


* Fitch: US Equipment Lease ABS Remains Stable Despite Weakness
---------------------------------------------------------------
Delinquencies in U.S. equipment lease asset-backed securities
remained stable in May despite continued economic weakness,
according to Fitch Ratings.  Fitch's 60 day+ index which tracks
the performance of a portfolio of small/mid-ticket and heavy metal
transactions increased only 4 basis points in May 2008 from the
same point in 2007.

Fitch expects delinquencies on the small/mid-ticket portfolio to
continue to increase slightly over the remainder of the year and
into 2009.  However, overall transaction specific performance is
expected to remain within Fitch's expectations, with cumulative
net losses ranging from 1.50% to 5.00%.

The heavy metal portfolio, on the other hand, continues to
experience more pronounced weakening due to the decline in new
housing starts and growing concerns related to the commercial real
estate sector.  In spite of the increasing delinquency trend,
overall transaction specific performance remains within Fitch's
expectations, resulting in sufficient credit enhancement support
across transactions.  Cumulative net losses are expected to fall
in the range of 1.00% to 3.00% for the heavy metal portfolio.

Performance Statistics

In the small/mid-ticket portfolio, total delinquencies (30+ days)
increased slightly to 2.51% from 2.42% in April 2008.  However,
the May 2008 delinquency rate is below the year-to-date average of
2.69%.  In the heavy metal portfolio, 60+ day delinquencies were
1.03% compared to year-to-date average of 0.85%. .

Given Fitch's expectations of steady asset performance declines,
Fitch will continue to actively monitor its rated portfolio for
any signs of significant deterioration.


* Fitch Says High Jet Fuel Prices, Waning Demand Pressure Airlines
------------------------------------------------------------------
Record jet fuel prices and waning demand for air travel,
particularly in North America and Western European markets, have
placed increased pressure on many airlines, elevating the risk of
default on leases and placing significant strain on values for
certain aircraft types, according to Fitch Ratings.

These stresses will result in declining asset performance in
certain U.S. aircraft securitizations, leading Fitch to revise its
asset performance outlook for aircraft securitizations to
declining.  Fitch has also revised its Rating Outlook for the
sector to Negative, with downgrades expected to outpace upgrades
over the next 12 months.

'Most at risk for negative rating action will be transactions with
concentrations of older, less fuel efficient aircraft types and
exposure to troubled US carriers,' said John Bella, Managing
Director, Fitch Ratings.  'While Fitch expects the number of
negative rating actions to increase, the magnitude of rating
movements should be dampened by the higher stresses Fitch has
applied following the previous value declines observed after
Sept. 11, 2001.'

These stresses are described in Fitch's August 2007 report,
'Global Criteria for Commercial Aircraft Operating Lease
Securitizations'.  Declines in airline profitability have resulted
in plans for major capacity reductions, potential for fleet
liquidations in concert with bankruptcy filings and, as a result,
more grounded aircraft.  These grounded aircraft, coupled with the
record number of deliveries scheduled for the next several years
could create a considerable shift in the supply and demand balance
for commercial aircraft.  As the available supply of un-utilized
aircraft increases, lease rates and values for certain aircraft
types will deteriorate.  In addition, operating lease
securitizations also risk increased frequency of default on
existing leases made to lower tier operators.

While there are evident risks facing aircraft operating lease
securitization on the horizon, Fitch believes that negative rating
actions will be limited in the near term as Fitch's rating
criteria assumes cyclical downturns occur every five years during
the term of a securitization.  For more recent transactions
Fitch's stresses assume deterioration akin to what was seen in
2002-2003, the most significant slump in aviation history.  In
addition, the long term nature of most securitized lease
portfolios helps to protect them from short term cash flow
deterioration.

While crude oil prices have been elevated, the issue has been
compounded for airlines as jet fuel 'crack spreads', essentially
the cost to refine crude oil to jet fuel, have also skyrocketed in
the past several months.  All told, the price for a gallon of jet
fuel, the airlines' largest operating cost has risen over 50% YTD.
This pressure on airline profitability has been most acutely felt
by US-based airlines which are further hindered by a weak US
dollar.  Recent bankruptcy and liquidation announcements of
multiple smaller US carriers, including ATA and Skybus, evidence
this pressure.  The pull-back in air traffic is likely to further
impact values and lease rates, particularly for older, less fuel
efficient aircraft types.  This concern is compounded by the
record number of newer technology replacement aircraft expected to
be delivered over the next several years

Fitch will continue to review the aircraft lease securitizations
it rates on a monthly basis to determine if these emerging trends
are impacting performance to a degree commensurate with a Rating
Watch or rating downgrade.


* Fitch: Loan Maturity Default Factors in High Loan Delinquencies
-----------------------------------------------------------------
The maturity default of one participated loan secured by a
hotel/condominium development was the primary contributor to a
higher U.S. commercial real estate loan CDO delinquency rate for
June 2008, according to the latest CREL CDO Delinquency Index from
Fitch Ratings.  The index increased to 1.58% from last month's
rate of 1.08%.  The delinquency index includes loans that are 60
days or longer delinquent, matured balloon loans, and repurchased
assets.

The CREL CDO Delinquency Index of 1.58% is approximately four
times the Fitch CMBS Delinquency Index of 0.39%.  Although the
CREL DI continues to be higher than the CMBS DI, it is not
unexpected.  Firstly, the assets securing the loans in a CREL CDO
are either transitional in nature or highly leveraged.  In
addition, the CREL DI covers 35 transactions with 340 assets while
the CMBS DI covers many more (500) transactions with significantly
more (42,000) loans.  As a result, because of the smaller number
of loans in the index, one loan can have a big impact on the
delinquency percentage.  

In fact, this month, one loan, contributed 38 basis points (bps)
out of the 50 bps rise in the index.  This newly matured loan is
secured by a hotel/condominium development in South Florida.  The
whole loan was split into two pari-passu senior participations and
two sequential junior participations.  The two senior interests
and one of the junior interests were contributed to three separate
CREL CDOs.

The credit enhancement for CREL CDO bonds generally reflects the
higher inherent risk compared to CMBS: the average credit
enhancement for CREL CDO bonds rated 'BBB-' is approximately five
times that of similarly rated CMBS bonds.

Of the 20 loans in the June 2008 CREL delinquency index, over one-
third are land loans.  It is generally acknowledged that land
loans are expected to be more difficult to refinance in the
capital constrained market.  Fitch-rated CREL CDOs are rated with
the expectation of higher default probabilities for land loans.  
Similarly, hotel loans, which make up the next highest property
type in the index at 26% are also, in general, modeled with higher
default probabilities.  Two loans secured by retail properties
make up the third largest component by property type at 20%.  
Fitch anticipates delinquencies in this category to increase given
the current stress on the U.S. economy.  Retail property loans
represent approximately 6% of the CREL CDO loan universe.

Fitch assumes 100% probability of default for loans which are 60+
days delinquent.  As a result, continued increases in
delinquencies will reduce the collateral managers' reinvestment
cushions as the actual Fitch poolwide expected losses approach the
Fitch PEL covenant.  While rising delinquencies will reduce
managers' reinvestment flexibility for some CREL CDOs, the
transactions were originally rated to withstand some negative
migration.  The reductions in cushions due to CREL delinquencies
at this point have not warranted the placement of any transaction
on Rating Watch Negative.  Fitch will continue to monitor the
reinvestment cushion for individual CREL CDOs as delinquencies
increase.

While repurchases are a smaller percentage of the overall index
compared to six months ago, asset managers continue to repurchase
assets from their CDOs.  For this reporting period, asset managers
repurchased three assets (12 bps), including two from one CDO.  
The repurchased assets consist of a whole loan secured by a
multifamily property and a mezzanine loan secured by an interest
in an office property.  Both of these loans were previously
reported as 30 days or less delinquent in last month's CREL DI.  
In keeping with past trends, the third repurchased loan was a B-
note secured by land intended for homesites.  Repurchases of
troubled loans are expected to be limited to the few issuers with
liquidity remaining within their balance sheets.  Repurchases of
credit impaired assets are an important component of the index as
their exclusion would overstate the performance of the CDOs.

Although not included in the Index, 11 loans, representing 1.12%
of the CREL CDO collateral were 30 days or less delinquent in June
2008.  This statistic is up slightly from last month's total of
1.08%.  Fitch views this delinquency bucket as a leading indicator
for the delinquency index.  The loans in the 30-day bucket have
steadily increased since October 2007.

Five rated assets were considered credit impaired; these assets,
however, were not delinquent and not included in the Index.  The
decrease from last month's total of 12 credit impaired assets
results from the disposition of seven U.S. subprime RMBS bonds
from one CDO.  These securities were sold by the CDO at a steep
discount resulting in realized losses for the CDO.

Fitch noted 20 reported loan extensions in June 2008, which is up
from last month's total of 14.  Approximately half of the
extensions were a result of options contemplated at closing; while
the other half were modifications from the original loan
documents.  These loan extensions continue to reflect the lower
available liquidity for CRE loans, especially those typically
found in CREL CDOs, which tend to be backed by transitional and/or
highly leveraged CRE collateral.


* S&P Lists Publishing Cos. Exposed to Liquidity Pressures
----------------------------------------------------------
Standard & Poor's Ratings Services highlighted 41 companies in the
media and entertainment industry that are vulnerable to liquidity
pressures in a prolonged credit crunch, especially if
there is a recession.  These issuers face a myriad of traps,
including shrinking cash reserves, negative discretionary cash
flow, asset sale obstacles, near-term debt maturities, lack of
access to credit facilities, and covenant compliance hurdles,
according to a report published on RatingsDirect titled,
"Liquidity Pressures Confronting Media And Entertainment
Issuers."
     
"We believe that defaults will increase in the media and
entertainment sector over the next two years," said Standard &
Poor's credit analyst Hal F. Diamond, "as a result of the
weakening economy, slowing discretionary consumer spending, tight
credit availability, and the impact of those factors on
profitability and liquidity."
     
Many of the companies facing liquidity pressures are private
equity-sponsored LBOs, which require high growth to service debt.  
However, a cyclical reduction in client marketing budgets is
hurting advertising-dependent media companies, which have been
steadily ceding market share to the Internet for the past few
years.  Banks are reluctant to lend, and the appetite of the
public markets for new bond issuance for credits in the 'B'
category or below is weak.
     
"Asset sales are a reduced source of flexibility in prevailing
credit conditions, which have also contributed to declining asset
valuations," added Mr. Diamond.  Financing for both financial
buyers and speculative-grade companies is constrained.  "Many
strategic players are postponing acquiring assets in the hope that
prices will drop as financially strained players become more
desperate," he said.


* S&P Says US States Affected by Credit-Market Disruptions
----------------------------------------------------------
U.S. states weren't immune to credit-market disruptions in the
past year despite their generally solid credit profiles, Standard
& Poor's Ratings Services said in its 2008 report card on the
states.
      
"Many states with auction-rate securities had to reposition or
restructure their debt as demand in that market evaporated," said
Standard & Poor's credit analyst Robin Prunty.  "Fortunately, most
states were relatively conservative with the structuring of their
variable-rate securities and had proactively developed plans to
reposition their debt with minimal financial impact up to this
point."  To date, more than $10 billion of state-related debt
has been restructured.
      
"The use of derivatives continues to be part of the overall debt
strategy for many states and the disruptions in the credit markets
have also caused a handful of states to terminate a number of
their swaps," said Ms. Prunty in the article, "U.S. Public Finance
Report Card: States Weather Credit-Market Disruptions, But Are
Likely To Step Up Borrowing As Economy Slows."
      
"For the next year, state budgets are likely to be strained
because of revenue volatility amid the housing-market decline and
a general economic slowdown," said Ms. Prunty.  "This could
ultimately lead to significantly higher debt issuance to meet
budget requirements, a trend seen in prior downturns."  For
instance, California has already issued $3 billion of deficit
bonds this year, and many states have increased their short-term
borrowing for cash flow purposes, she said.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
            Bankers Club, Miami, Florida
               Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Raphael M. Palomino, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***